Common use of Existence; Compliance with Legal Requirements Clause in Contracts

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower and the Properties or any part thereof, including Prescribed Laws. There shall never be committed by either Borrower, and neither Borrower shall permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof to commit, any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties or any part thereof or any monies paid in performance of Borrowers’ obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, and preserve all the remainder of its property used or useful in the conduct of its business, and shall keep the Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage. Borrowers shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; (e) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereof; and (g) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower To the extent necessary to avoid a material adverse change in the financial condition or business condition of any Issuer, Issuers shall do or cause to be done with the reasonable promptness all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all material Legal Requirements applicable to such Borrower Issuers and the Properties or any part thereofProperty, including including, without limitation, Prescribed Laws. There shall never be committed by either Borrower, any Issuer and neither Borrower Issuers shall use commercially reasonable efforts not to permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the sovereign or federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of BorrowersIssuers’ obligations under any of the Loan Financing Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower Issuers shall at all times maintain, preserve and protect in all material respects all franchises and trade names, names and preserve all the remainder of its their property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided herein, in the Mortgage. Borrowers shall keep Security Trust Agreement and the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this AgreementPledge. After prior notice to LenderTrustee, either BorrowerIssuers, at its their own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower Issuers or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) intentionally omitted; (iii) such proceeding shall be permitted under, and be conducted not result in accordance with, the provisions of a default under any instrument material agreement to which such Borrower any Issuer is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (div) neither the Properties Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (ev) such Borrower shall, Issuers shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower Issuers and the Properties or any part thereofProperty; and (gvii) such Borrower Issuers shall furnish such security as may be required in the proceeding, or as may be reasonably requested by LenderTrustee, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender Trustee may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of LenderTrustee, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements applicable to such Borrower and the Properties or any part thereofProperty, including including, without limitation, Prescribed Laws. There shall never be committed by either Borrower, Borrower and neither Borrower shall not knowingly permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect in all material respects all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repairrepair in all material respects, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall operate the Property in accordance with the terms and provisions of the O&M Agreement in all material respects. After prior notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (iii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (div) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (ev) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofProperty; and (gvii) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Following any non-compliance with such Legal Requirement, Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each (a) Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits permits, franchises, certificates of occupancy, consents, and franchises other approvals necessary for the operation by Borrower of the Properties, and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereof, including Prescribed LawsProperties. There shall never be committed by either Borrower, and neither nor shall Borrower shall permit permit, allow or cause any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof to commit, commit any act or omission affording the federal government or any state State or local government the right of forfeiture against the Properties any Individual Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property Properties used or useful in the conduct of its business, business and shall keep the Properties in good working order and repair, reasonable wear and tear and Casualty excepted, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageSecurity Instruments. Borrowers Borrower shall keep the Properties insured as required by Section 6.1 hereof at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice Borrower shall or shall cause each applicable Tenant to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity extent permitted under the applicable Lease to operate each Individual Property that is the subject of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted O&M Program in accordance with all applicable statutes, laws the terms and ordinances; (d) neither the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; (e) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement provisions of the contested Legal Requirement against such Borrower and the Properties or any part thereof; and (g) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lostO&M Program.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises necessary for the conduct of its business and comply in all material respects with all Legal Requirements applicable to such Borrower and or the Properties or any part thereofCollateral, including including, without limitation, Prescribed Laws. There Borrowers shall never be committed by either Borrowernot, and neither Borrower shall not permit any other Person Borrower to, amend or modify the organizational documents of such Borrower in occupancy of or involved with the operation or use of the Properties or any part thereof to commit, any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties or any part thereof or any monies paid in performance of Borrowers’ obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, and preserve all the remainder of its property used or useful in the conduct of its business, and shall keep the Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage. Borrowers shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreementrespect without Lender’s prior written consent. After prior notice to Lender, either any Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof its Property or any alleged violation of any Legal Requirement, provided, that: provided that (a) no Event of Default, First Mortgage Event of Default, First Mezzanine Event of Default or Second Mezzanine Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (dc) neither the Properties any Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (ed) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fe) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofits Property; and (gf) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Following any non-compliance with such Legal Requirement as determined by a court of competent jurisdiction, Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties any Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower and the Properties or any part thereofProperty, including Prescribed Laws. There shall never be committed by either Borrower, and neither Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, any act or omission affording the federal government or any state or local government Governmental Authority the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, and preserve all the remainder of its property used or useful in the conduct of its business, and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall operate the Property in accordance with the terms and provisions of any Operations and Maintenance Agreement, if any, in all material respects. After prior notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; (e) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofProperty; and (g) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperty, including Prescribed Lawsincluding, without limitation, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents, subject to the rights of the Major Tenant under the Major Tenant Lease. Borrowers Borrower shall keep (or cause to be kept) the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior Borrower shall from time to time, upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender that the property complies with all Legal Requirements or is exempt from compliance with Legal Requirements. Borrower shall give prompt notice to Lender, either BorrowerLender of the receipt by Borrower of any notice related to a violation of any Legal Requirements and of the commencement of any proceedings or investigations which relate to compliance with Legal Requirements. Borrower or Major Tenant, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; (e) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereof; and (g) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.may

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower and the Properties or any part thereof, including Prescribed LawsProperty. There shall never be committed by either Borrower, and neither Borrower shall permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof to commit, any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties or any part thereof or any monies paid in performance of Borrowers’ obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage. Borrowers shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this AgreementSecurity Instrument. After prior notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (a) no Default or Event of Default has occurred and remains uncured; (b) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Security Instrument; (c) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (e) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofProperty; and (g) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each of Borrower and Sole Member shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereof, including Prescribed LawsProperty. There shall never be committed by either Borrower, and neither Borrower shall use commercially reasonable efforts not to permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, any act or omission affording the federal government or government, any state or local government or any other Governmental Authority the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, and to use commercially reasonable efforts not to permit or suffer to exist exist, any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property assets and properties used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageSecurity Instrument. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice to Lender, either Borrower, at its own sole cost and expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: ; provided that (a) no Default or Event of Default has occurred and remains uncuredoutstanding; (b) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Security Instrument; (c) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower or the Property is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost as a result of such contestlost; (e) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofProperty; and (g) such Borrower shall furnish such cash or other security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure ensure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith; and (h) such contest by Borrower is not in violation of the Leases. Lender may apply any such security, security or part thereof as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled canceled or lostlost or there shall be any danger of the Lien of the Security Instrument being primed by any related Lien. Upon the final resolution of any such contest in favor of Borrower determining that Borrower is not in violation of the applicable Legal Requirement, Lender shall return any remaining portion of such security to Borrower.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereof, including Prescribed Laws. There shall never be committed by either Borrower, and neither Borrower shall permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof to commit, any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties or any part thereof or any monies paid in performance of Borrowers’ obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, and preserve all the remainder of its property used or useful in the conduct of its business, and shall keep the Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage. Borrowers shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this AgreementProperty. After prior written notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default (other than a Default that is the subject matter being contested) or Event of Default has occurred and remains uncured; , (bii) such proceeding shall be permitted under, and be conducted in accordance with, with the applicable provisions (if any) of any instrument to which such Borrower is subject and shall not constitute a default thereunder; thereunder (cother than the default that is being contested in compliance with the provisions of such instrument which permit contest) and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; , (diii) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; lost, (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; , (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereof; Property, and (gvi) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits permits, authorizations, and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperty, including Prescribed Lawsall regulations, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties each Individual Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties each Individual Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall from time to time, upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender that the Property complies with all Legal Requirements or is exempt from compliance with Legal Requirements. Borrower shall give prompt notice to Lender of the receipt by Borrower of any notice related to a violation of any Legal Requirements and of the commencement of any proceedings or investigations which relate to compliance with Legal Requirements. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Individual Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofapplicable Individual Property; and (gvi) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties applicable Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each (a) Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises franchises, and comply comply, or cause Mortgage Borrower to comply, in all material respects, with all Legal Requirements applicable to such Borrower it, the Collateral and the Properties or any part thereof, including Prescribed LawsProperties. There shall never be committed by either Borrower, Borrower or Operating Tenant and neither Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof cause Mortgage Borrower to commit, permit any act or omission affording the federal government or any state State or local government the right of forfeiture against the Properties any Individual Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer cause Mortgage Borrower to exist commit or permit any act or omission affording such right of forfeiture. Each Borrower shall at all times cause Mortgage Borrower to keep, maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties in good working order and repair, reasonable wear and tear excepted, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep keep, or shall cause Mortgage Borrower to keep, the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice Borrower shall cause Mortgage Borrower to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, operate any Individual Property that is the validity subject of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted O&M Program in accordance with the terms and provisions thereof in all applicable statutes, laws and ordinances; (d) neither the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; (e) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereof; and (g) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lostmaterial respects.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its such Borrower’s and the related Mortgage Borrower’s existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower the Borrowers, the Mortgage Borrowers, the Collateral, and the Properties or any part thereof, including Prescribed Laws. There shall never be committed by either any Borrower or Mortgage Borrower, and neither no Borrower or Mortgage Borrower shall permit any other Person in occupancy of or involved with the operation or use of the Collateral or the Properties or any part thereof to commit, any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral or the Properties or any part thereof or any monies paid in performance of Borrowers’ obligations under any of the Loan Documents or Mortgage Borrower’s obligations under the Mortgage Loan Documents. Each Borrower hereby covenants and agrees not to, or to cause the related Mortgage Borrower not to, commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall, or shall cause each Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names, and preserve all the remainder of its property used or useful in the conduct of its business, and shall keep the Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers shall keep keep, or cause Mortgage Borrowers to keep, the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice to Lender, either Borrower, at its own expense, may contest contest, or cause Mortgage Borrower to contest, by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower Borrower, the Collateral, or the Properties or any part thereof or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Properties nor Collateral, the Properties, or any part thereof or interest therein will not be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; (e) such Borrower shall, upon final determination thereof, promptly comply comply, or cause the related Mortgage Borrower to comply, with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower the Borrowers, the Mortgage Borrowers, the Collateral and the Properties or any part thereof; and (g) such Borrower shall furnish or shall cause the related Mortgage Borrower to furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral or the Properties (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits permits, authorizations, and franchises and comply comply, in all material respects, with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperty, including Prescribed Lawsall regulations, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties each Individual Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties each Individual Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall from time to time, upon Lender’s reasonable request, provide Lender with evidence reasonably satisfactory to Lender that the Property complies with all Legal Requirements or is exempt from compliance with Legal Requirements. Borrower shall give prompt notice to Lender of the receipt by Borrower of any notice related to a violation of any Legal Requirements and of the commencement of any proceedings or investigations which relate to compliance with Legal Requirements. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Individual Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofapplicable Individual Property; and (gvi) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties applicable Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits permits, authorizations, and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperty, including Prescribed Lawsall regulations, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties each Individual Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties each Individual Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall from time to time, upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender that the Property complies with all Legal Requirements or is exempt from compliance with Legal Requirements. Borrower shall give prompt notice to Lender of the receipt by Borrower of any notice related to a violation of any Legal Requirements and of the commencement of any proceedings or investigations which relate to compliance with Legal Requirements. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Individual Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofapplicable Individual Property; and (gvi) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties applicable Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply comply, in all material respects, with all Legal Requirements applicable to such Borrower it and the Properties or any part thereof, including Prescribed LawsProperties. There shall never be committed by either Borrower, and neither Borrower shall permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof to commit, any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties any Individual Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties in good working order and repair, repair in all material respects and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage. Borrowers Borrower shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior written notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Individual Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (iii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (div) neither the Properties no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (ev) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofIndividual Property; and (gvii) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties any Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties Property, including, without limitation, building and zoning codes, certificates of occupancy and the procurement of all necessary and required hospitality or any part thereof, including Prescribed Lawsinnkeeper’s licenses. There shall never be committed by either Borrower, and neither Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofProperty; and (gvi) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each (a) Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises franchises, and comply comply, in all material respects, with all Legal Requirements applicable to such Borrower it and the Properties or any part thereof, including Prescribed LawsProperties. There shall never be committed by either Borrower, and neither Borrower shall notify Financing Parties promptly upon its receipt of any written notice or order that Borrower receives from any Governmental Authority relating to Borrower’s failure to comply with such applicable Legal Requirements relating to any Property and promptly take or cause Manager to take any and all actions necessary to bring its operations at each Property into material compliance with such applicable Legal Requirement (and shall comply in all material respects with the requirements of such Legal Requirements that at any time are applicable to its operations at each Property). Borrower shall not commit, nor knowingly permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state State or local government the right of forfeiture against the Properties any Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties each Property in good working order and repairrepair (reasonable wear and use excluded), and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageSecurity Instruments. Borrowers Borrower shall keep the Properties each Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; (e) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereof; and (g) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower and the Properties or any part thereofProperty, including including, without limitation, Prescribed Laws, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, Borrower and neither Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, ordinary wear and tear excepted, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (dc) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (ed) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fe) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofProperty; and (gf) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each (a) Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperty, including Prescribed Lawsincluding, without limitation, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice Borrower agrees to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated use commercially reasonable efforts to correct and conducted in good faith and with due diligence, have removed of record the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; (e) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereof; and (g) such Borrower shall furnish such security as may be required open building code violations identified in the proceedingZoning and Site Requirements Summary dated July 27, or as may be reasonably requested 2011 prepared by Lender, The Planning and Zoning Resource Corporation and delivered to insure compliance with such Legal Requirement, together with all interest and penalties payable Lender in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lostLoan.

Existence; Compliance with Legal Requirements. Each Borrower and Operating Lessee shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply comply, in all material respects, with all Legal Requirements applicable to such Borrower it and the Properties Property, including, without limitation, building and zoning codes and certificates of occupancy and the procurement of all necessary and required hospitality, liquor, gaming or any part thereof, including Prescribed Lawsinnkeeper’s licenses. There shall never be committed by either BorrowerBorrower or Operating Lessee, and neither Borrower and Operating Lessee shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s and Operating Lessee’s obligations under any of the Loan Documents. Each Borrower and Operating Lessee each hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeitureforfeiture with respect to the Property. Each Borrower and Operating Lessee each shall at all times maintain, preserve and protect all of its franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageMortgage and the other Loan Documents. Borrowers Borrower or Operating Lessee each shall keep or cause to be kept the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior written notice to Lender, either BorrowerBorrower or Operating Lessee may, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, USActive 30748472.10 -66- the applicability of any Legal Requirement to such Borrower or Operating Lessee or the Properties or any part thereof Property, or any alleged violation of any Legal RequirementRequirement by Borrower or Operating Lessee with respect to the Property, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncuredis continuing; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any applicable or governing instrument to which such Borrower or Operating Lessee is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shallor Operating Lessee, as applicable, shall promptly upon final non-appealable determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofother Loan Party or the Property; and (gvi) such Borrower shall furnish such security as may be required in the proceedingproceeding or if none, or as may be reasonably if requested by Lender, in an amount reasonably required to insure compliance with such Legal Requirement, together with Requirement and payment of all interest and penalties penalties, if any, payable in connection therewith. Lender may apply any such securitysecurity or part thereof, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established and Borrower or any other Loan Party fails to comply therewith, or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each (a) Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises franchises, and comply comply, in all material respects, with all Legal Requirements applicable to such Borrower it and the Properties or any part thereof, including Prescribed LawsProperty. There shall never be committed by either Borrower, and neither nor shall Borrower shall permit permit, through the exercise of commercially reasonable efforts, any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof to commitProperty, any act or omission affording the federal government or any state State or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgagethis Agreement. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, Borrower shall operate the validity portions of the Property that are the subject of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted O&M Program in accordance with the terms and provisions thereof in all applicable statutes, laws and ordinances; (d) neither the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; (e) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereof; and (g) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lostmaterial respects.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower and the Properties or any part Property (and the use thereof), including Prescribed Lawsincluding, without limitation, building and zoning ordinances and codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (dc) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (ed) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fe) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofProperty; and (gf) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower and the Properties or any part thereofProperty, including including, without limitation, Prescribed Laws, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, Borrower and neither Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (dc) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (ed) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fe) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofProperty; and (gf) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises necessary for the conduct of its business and comply with all Legal Requirements applicable to such Borrower and the Properties Property (or any part portion thereof, including Prescribed Laws). There shall never be committed by either Borrower, and neither Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties Property or any part portion thereof to commit, any act or omission affording the federal government or any state or local government Governmental Authority the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ obligations Borrower’s Obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees shall not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, and preserve all the remainder of its property used or useful in the conduct of its business, and shall keep the Properties Property in good working order and repairrepair (normal wear and tear excepted and subject to repairs and work expressly contemplated by this Agreement), and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageSecurity Instrument. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties Property (or any part thereof portion thereof) or any alleged violation of any Legal Requirement, ; provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (dc) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (ed) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fe) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofProperty; and (gf) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.. 77

Existence; Compliance with Legal Requirements. Each Borrower The Borrowers shall do or cause to be done with reasonable promptness all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements applicable to such any Borrower and the Properties or any part thereof, including Prescribed LawsProperty. There shall never be committed by either any Borrower, and neither each Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties such Property or any part thereof or any monies paid in performance of Borrowers’ such Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower The Borrowers shall at all times maintain, preserve and protect all franchises and trade names, and preserve all the remainder of its their property used or useful in the conduct of its businesstheir respective businesses, and shall keep the Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage. Borrowers shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this AgreementMortgages. After prior notice to Lenderthe Agent, either Borrowerthe Borrowers, at its their own expense, may contest by appropriate legal proceeding promptly timely initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such any Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any other instrument to which such any Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (dc) neither none of the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (ed) such Borrower the Borrowers shall, upon final determination thereof, promptly timely comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fe) such proceeding shall suspend the enforcement of the contested Legal Requirement against such any Borrower and the Properties or any part thereofProperty; and (gf) such Borrower the Borrowers shall furnish to the Agent such security as may be required in the proceeding, or as may be reasonably requested by Lenderthe Agent, to insure ensure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender The Agent may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lenderthe Agent, the validity, applicability or violation of such Legal Requirement is finally established or the Properties any Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits permits, authorizations, and franchises and comply in all material respects with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperty, including Prescribed Lawsall regulations, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never knowingly permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, commit or knowingly permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall from time to time, upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender that the Property complies with all Legal Requirements or is exempt from compliance with Legal Requirements. Borrower shall give prompt notice to Lender of the receipt by Borrower of any written notice related to a violation of any Legal Requirements affecting the Property or Borrower and of the commencement of any proceedings or investigations which relate to compliance with Legal Requirements affecting the Property or Borrower. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a material default thereunder; thereunder (cbeyond applicable notice and cure periods) and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result prior to the final determination of such contestproceeding; (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofProperty; and (gvi) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as reasonably necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to (a) preserve, renew and keep in full force and effect its existence, (i) existence and (ii) any material rights, licenses, permits and franchises and (b) subject to such Borrower’s right to contest such Legal Requirements in accordance with this Section 5.1.1, comply in all material respects with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperties, including Prescribed Lawsincluding, without limitation, building and zoning codes and certificates of occupancy. There shall never be committed by either BorrowerBxxxxxxx, and neither Borrower shall never knowingly permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties any Individual Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, knowingly permit or knowingly suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the material to its conduct of its business, business and shall keep the Properties in good working order and repairrepair (ordinary wear and tear and Casualty excepted), and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements replacements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided under Policies in compliance with Article VI of this Agreement. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Individual Property or any alleged violation of any Legal Requirement, provided, that: ; provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, shall promptly upon final determination thereofthereof comply, promptly comply in all material respects, with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofIndividual Property; and (gvi) if Borrower has not paid any contested amounts under protest such that no security is so required, Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure ensure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewiththerewith (but in no event more than an amount equal to one-hundred twenty-five percent (125%) of the amount being contested). Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established and Borrower does not timely comply therewith or the Properties any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each of Borrower and Operating Lessee shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements applicable to such Borrower it and the Properties or any part thereof, including Prescribed LawsProperty. There shall never be committed by either BorrowerBorrower and Operating Lessee, and neither Borrower and Operating Lessee shall not permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or government, any state or local government or any other Governmental Authority the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s and Operating Lessee’s obligations under any of the Loan Documents. Each Borrower and Operating Lessee each hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each of Borrower and Operating Lessee shall at all times maintain, preserve and protect all of its franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep keep, or shall cause to be kept, the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice to Lender, either BorrowerBorrower or Operating Lessee, at its own sole cost and expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower Borrower, Operating Lessee, or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: ; provided that (a) no Default or Event of Default has occurred and remains uncuredis continuing; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinancesLegal Requirements; (dc) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost as a result of such contestlost; (ed) such Borrower shall, or Operating Lessee shall promptly upon final non-appealable determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (fe) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and Borrower, Operating Lessee, or the Properties or any part thereofProperty; and (gf) such Borrower shall furnish such cash or other security as may be required in the proceeding, or as may be reasonably requested by LenderLender (not to exceed 125% of the estimated cost of compliance, any estimated penalties, interest, and fees that may arise from the non-compliance with such Legal Requirement), to insure ensure compliance with such Legal Requirement, together with all interest and penalties penalties, if any, payable in connection therewith. Lender may apply any such security, security or part thereof as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established and Borrower and Operating Lessee fails to comply therewith, or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled canceled or lostlost or there shall be any danger of the Lien of the Security Instrument being primed by any related Lien.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperty, including Prescribed Lawsincluding, without limitation, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in 90526285v7 this Agreement. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (a) no Default or Event of Default has occurred and remains uncured; (bi) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (dii) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiii) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fiv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofProperty; and (gv) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperty, including Prescribed Lawsincluding, without limitation, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall use commercially reasonable efforts to never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, 0107842.0726822 4821-7262-8396v10 renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofProperty; and (gvi) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such each Borrower and the Properties or any part thereofeither Property, including without limitation, Prescribed Laws. There shall never be committed by either Borrower, and neither Each Borrower shall not commit and each Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof either Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties either Property or any part thereof or any monies paid in performance of Borrowers’ ' obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property, as applicable, in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage. Borrowers Each Borrower shall keep the Properties Property, as applicable, insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Each Borrower shall operate the Property, as applicable, in accordance with the terms and provisions of the O&M Program in all material respects. After prior notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof its Property or any alleged violation of any Legal Requirement, provided, that: provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (c) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither of the Properties Property nor any part parts thereof or interest interests therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (e) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofits Property; and (g) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties such Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperty, including Prescribed Lawsincluding, without limitation, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofProperty; and (gvi) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.. Borrower shall provide to Lender evidence satisfactory to Lender in its reasonable discretion that the matters identified on Schedule VI have been resolved within the time frame described on Schedule VI. 48

Existence; Compliance with Legal Requirements. Each Borrower shall, and shall cause each of its Affiliates to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower it, Operating Lessee, the Collateral and the Properties or any part thereof, including Prescribed LawsProperties. There shall never be committed by either Borrower, and neither Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties any Individual Property or any part thereof thereof, the Collateral or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageMortgages. Borrowers Borrower shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties Borrower, Operating Lessee or any part thereof Individual Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (iii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (div) neither the Properties Collateral and no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (ev) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and Borrower, Operating Lessee, the Properties Collateral or any part thereofIndividual Property; and (gvii) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Collateral or any Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements applicable to such Borrower Borrower, Operating Lessee and the Properties or any part thereof, including Prescribed LawsProperties. There shall never be committed by either Borrower, Borrower or Operating Lessee and neither Borrower shall permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof to commit, any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties any Individual Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower and Operating Lessee shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageMortgages. Borrowers Borrower and Operating Lessee shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower and Operating Lessee shall operate any Individual Property that is the subject of an O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, either BorrowerBorrower or Operating Lessee, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties Borrower, Operating Lessee or any part thereof Individual Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) Borrower or Operating Lessee is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the applicable Mortgage; (iii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower or Operating Lessee is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (div) neither the Properties no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (ev) such Borrower shall, or Operating Lessee shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fvi) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower Borrower, Operating Lessee and the Properties or any part thereofIndividual Property; and (gvii) such Borrower or Operating Lessee shall furnish such security as reasonably may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties any Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises necessary for the conduct of its business and comply in all material respects with all Legal Requirements applicable to such Borrower and the Properties or any part thereofProperty, including including, without limitation, Prescribed Laws. There shall never be committed by either Borrower, and neither Borrower shall not knowingly permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect in all material respects all franchises and trade names, names and preserve all the remainder of its property used or useful in necessary for the conduct of its businessbusiness as contemplated hereunder and, and subject to Borrower’s right to remove or permit the removal of the Permitted Temporary Improvements, shall keep the Properties Property in good working order and repairrepair in all material respects, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall operate the Property in accordance with the terms and provisions of the O&M Agreement in all material respects. After prior notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (dc) neither the Properties Property nor any part thereof or nor interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (ed) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fe) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofProperty; and (gf) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Following any non-compliance with such Legal Requirement as determined by a court of competent jurisdiction, Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each of Borrower and Sole Member shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereof, including Prescribed LawsProperty. There shall never be committed by either Borrower, Borrower and neither Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or government, any state or local government or any other Governmental Authority the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property assets and properties used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageSecurity Instrument. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall operate the Property in accordance with the terms and provisions of the O&M Agreement in all material respects. After prior notice to Lender, either Borrower, at its own sole cost and expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: ; provided that (a) no monetary Default or nor any Event of Default has occurred and remains uncuredoutstanding; (b) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Security Instrument; (c) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower or the Property is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; (e) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereof; and (g) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled canceled or lost.;

Existence; Compliance with Legal Requirements. Each Borrower shall, and shall cause Operating Tenant to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower Borrower, Operating Tenant and the Properties or any part thereof, including Prescribed LawsProperty. There shall never be committed by either Borrower, and neither Borrower shall not permit Operating Tenant or any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to to, and shall cause Operating Tenant not to, commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall, and shall cause Operating Tenant to, at all times maintain, preserve and protect all franchises and trade names, and preserve all the remainder of its property used or useful in the conduct of its business, and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage. Borrowers Borrower shall, and shall cause Operating Tenant to, keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower Borrower, Operating Tenant or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) Borrower or Operating Tenant is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Mortgage; (c) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower or Operating Tenant is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (e) such Borrower shall, and shall cause Operating Tenant to, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and Borrower, Operating Tenant and/or the Properties or any part thereofProperty; and (g) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower and the Properties or any part thereof, including Prescribed Laws. (a) There shall never be committed by either Borrower, and neither any Borrower shall permit or any other Person in occupancy of or involved with the operation or use of the Collateral Properties or any part thereof to commit, any act or omission affording the federal Federal government or any state or local government the right of forfeiture against the Properties any Collateral Property or any part thereof or any monies paid in performance of Borrowers’ such Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each To the extent that any Borrower’s noncompliance with this Section 7.01(a) would reasonably be expected to have a Material Adverse Effect: (i) such Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises, and comply, in all material respects, with all Legal Requirements applicable to it and its Collateral Properties; (ii) such Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Collateral Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in this Agreement and the Mortgage. Borrowers Mortgages; (iii) such Borrower shall keep the Collateral Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; (e) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereof; and (giv) such Borrower shall furnish such security operate any Collateral Property that is the subject of any O&M Program in accordance with the terms and provisions thereof in all material respects. Each Borrower will comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, as may be required applicable, except where the failure to do so, individually or in the proceedingaggregate, or as may could not reasonably be reasonably requested by Lenderexpected to result in a Material Adverse Effect. Each Borrower (or, to insure the extent applicable, FelCor Trust on behalf of each Borrower) will maintain in effect and enforce policies and procedures designed to ensure compliance by such Borrower and its respective directors, officers, employees and agents with such Legal Requirement, together with all interest Anti-Corruption Laws and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lostapplicable Sanctions.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower and the Properties or any part thereofProperty, including Prescribed Lawsincluding, without limitation, building and zoning ordinances and codes. There shall never be committed by either Borrower, and neither Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, and preserve all the remainder of its property used or useful in the conduct of its business, and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the applicable Mortgage. Borrowers Borrower shall keep cause the Properties Property to be insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain cause to be maintained liability and such other insurance, as is more fully provided in this Agreement. Borrower shall cause the Property to be operated in accordance with the terms and provisions of any O&M Agreement applicable to the Property in all material respects. After prior notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (dc) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (ed) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fe) such proceeding shall suspend the enforcement of the ‑55 ‑ contested Legal Requirement against such Borrower and the Properties or any part thereofProperty; and (gf) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost. Notwithstanding the foregoing provisions of this Section 5.1.1, to the extent the Lease with a tenant remains in effect and such tenant remains liable for the obligations under its Lease, such tenant shall have the right to exercise any contest rights set forth in such Lease in accordance with the terms thereof and, to the extent such rights conflict or are inconsistent with the provisions of this Section 5.1.1, the provisions set forth in such Lease shall govern and control, provided that if such tenant loses such contest, or if as a result of any legal proceeding or enforcement action by a Governmental Authority in respect of such foregoing provisions, title to the Property is in imminent risk of being transferred, Borrower shall be responsible for any sums ultimately owed to any Governmental Authority (including any penalty payments, interests charges or other similar sums owed to such Governmental Authority) or complying with the foregoing provisions of this Section 5.1.1.

Existence; Compliance with Legal Requirements. Each of Borrower and Sole Member shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereof, including Prescribed LawsProperty. There shall never be committed by either Borrower, Borrower and neither Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or government, any state or local government or any other Governmental Authority the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property assets and properties used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageSecurity Instrument. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall operate the Property in accordance with the terms and provisions of the O&M Agreement in all material respects. After prior notice to Lender, either Borrower, at its own sole cost and expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: ; provided that (a) no Default or Event of Default has occurred and remains uncuredoutstanding; (b) Borrower is permitted to do so under the provisions of any mortgage or deed of trust superior in lien to the Security Instrument; (c) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower or the Property is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled canceled or lost as a result of such contestlost; (e) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofProperty; and (g) such Borrower shall furnish such cash or other security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure ensure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith; and (h) such contest by Borrower is not in violation of the Leases. Lender may apply any such security, security or part thereof as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled canceled or lostlost or there shall be any danger of the Lien of the Security Instrument being primed by any related Lien.

Existence; Compliance with Legal Requirements. Each Borrower Party shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofHomes, including Prescribed Lawseach Lease and the Lease Services Agreement. There shall never be committed by either Borrowerany Borrower Party, and neither Borrower Party shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Homes to commit, any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties any Home, Fee Estate or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Homes in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage. Borrowers Borrower shall keep the Properties Homes insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior written notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties any Home or any part thereof Home Lease or Lease Services Agreement or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties no Home, or Lease or Lease Services Agreement, nor any part thereof or interest therein in any of the foregoing, will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofHome or Home Lease or Lease Services Agreement; and (gvi) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may may, after notice to Borrower, apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties any Home, or Lease or Lease Services Agreement (or any part thereof or interest therein) shall shall, in the reasonable judgment of Lender be in danger of being sold, forfeited, terminated, cancelled or lost. Lender acknowledges and agrees that, in the event that Borrower learns of any unlawful activities being conducted by a third party in a Home or Homes, Borrower shall have fulfilled its obligations under this Section 5.01(a), and shall not be in default under this Agreement, if Borrower (directly or through an agent, employee or attorney) notifies law enforcement authorities of such unlawful activities in a reasonably prompt manner.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits permits, authorizations, and franchises and comply in all material respects with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperty, including Prescribed Lawsall regulations, building and zoning codes and certificates of occupancy. There shall never be committed by either BorrowerBorrower has never, and neither shall not in the future, commit, and Borrower shall permit any exercise commercially reasonable efforts to ensure that no other Person in occupancy of or involved with the operation or use of the Properties or any part thereof to Property shall commit, any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties each Individual Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties insured each Individual Property insured, or shall cause each Individual Property to be insured, at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall give prompt notice to Lender of the receipt by Borrower of any notice related to a violation of any Legal Requirements and of the commencement of any proceedings or investigations which relate to compliance with Legal Requirements if such violation would reasonably be expected to have a material adverse effect on Borrowers or the Property. After prior written notice to LenderLxxxxx, either BorrowerBxxxxxxx, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Individual Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofapplicable Individual Property; and (gvi) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by LenderLxxxxx, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties applicable Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each (a) Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises franchises, and comply comply, or cause Mortgage Borrower to comply, in all material respects, with all Legal Requirements applicable to such Borrower it, the Collateral and the Properties or any part thereof, including Prescribed LawsProperties. There shall never be committed by either Borrower, and neither Borrower shall not permit or cause Mortgage Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof to commit, any act or omission affording the federal government or any state State or local government the right of forfeiture against the Properties any Individual Property or any part thereof or any monies paid in performance of Borrowers’ Borrower's obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to permit or cause Mortgage Borrower to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall, or shall cause Pledgor to cause Operating Lessee to, at all times cause Mortgage Borrower to keep, maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep cause Mortgage Borrower to keep, the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice Borrower shall cause Mortgage Borrower or Pledgor shall cause Operating Lessee to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, operate any Individual Property that is the validity subject of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted O&M Program in accordance with the terms and provisions thereof in all applicable statutes, laws and ordinances; (d) neither the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; (e) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereof; and (g) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lostmaterial respects.

Existence; Compliance with Legal Requirements. Each Borrower and Operating Company shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply in all material respects with all Legal Requirements applicable to such Borrower Borrower, Operating Company and the Properties or any part thereofProperty, including Prescribed Lawsincluding, without limitation, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall, and shall cause Operating Company to, at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repairrepair (subject to renovation and construction activities undertaken in accordance with the terms and conditions of the Loan Documents), and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall, and shall cause Operating Company to, keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest contest, or cause Operating Company to contest, by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or Operating Company or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower or Operating Company is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither Neither the Properties Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shallor Operating Company, as applicable, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and Borrower, Operating Company or the Properties or any part thereofProperty, as applicable; and (gvi) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower (a) Pledgor shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises franchises, and comply comply, or cause Mortgage Borrower to comply, in all material respects, with all Legal Requirements applicable to such Borrower it, the Collateral, the Mezzanine A Collateral and the Properties or any part thereof, including Prescribed LawsProperties. There shall never be committed by either BorrowerPledgor, and neither Pledgor shall use its best efforts to not permit (or Pledgor shall cause Mortgage Borrower shall permit to use its best efforts to not permit) any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof to commit, from committing any act or omission affording the federal government or any state State or local government the right of forfeiture against the Properties any Individual Property or any part thereof or any monies paid in performance of Borrowers’ Pledgor’s obligations under any of the Loan Documents. Each Borrower Pledgor hereby covenants and agrees not to commit, commit and Pledgor shall cause Mortgage Borrower not to commit and Pledgor shall use its best efforts to not permit or suffer to exist (or Pledgor shall cause Mortgage Borrower to use its best efforts to not permit or suffer to exist) any act or omission affording such right of forfeiture. Each Borrower Pledgor shall at all times cause Mortgage Borrower to keep, maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Pledgor shall keep keep, or shall cause Mortgage Borrower to keep, the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice Pledgor shall cause Mortgage Borrower to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, operate any Individual Property that is the validity subject of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted O&M Program in accordance with the terms and provisions thereof in all applicable statutes, laws and ordinances; (d) neither the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; (e) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereof; and (g) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lostmaterial respects.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower and/or the Properties (and the Properties or any part Improvements thereon and the use thereof), including Prescribed Lawsincluding, without limitation, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Individual Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties any Individual Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, thereto all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior written notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Individual Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereofIndividual Property or Borrower is otherwise complying with the contested Legal Requirement during the pendency of any such proceeding; and (gvi) if any such proceeding shall result in a Lien that is superior to the lien of the Mortgage or if any Individual Property shall be in danger of being sold, forfeited, terminated, cancelled or lost, Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties any Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits permits, authorizations, and franchises and comply comply, in all material respects, with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperty, including Prescribed Lawsall regulations, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties each Individual Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties each Individual Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall from time to time, upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender that the Property complies with all Legal Requirements or is exempt from compliance with Legal Requirements. Borrower shall give prompt notice to Lender of the receipt by Borrower of any notice related to a violation of any Legal Requirements and of the commencement of any proceedings or investigations which relate to compliance with Legal Requirements. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Individual Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofapplicable Individual Property; and (gvi) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties applicable Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits permits, authorizations, and franchises and comply comply, in all material respects, with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperty, including Prescribed Lawsall regulations, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties each Individual Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties each Individual Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall from time to time, upon Lender’s reasonable request, provide Lender with evidence reasonably satisfactory to Lender that the Property complies with all Legal Requirements or is exempt from compliance with Legal Requirements. Borrower shall give prompt notice to Lender of the receipt by Borrower of any notice related to a material violation of any Legal Requirements and of the commencement of any material proceedings or investigations which relate to compliance with Legal Requirements. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Individual Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties applicable Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofapplicable Individual Property; and (gvi) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties applicable Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.. 40

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply shall comply, and cause Mortgage Borrower and Operating Company to comply, in all material respects with all Legal Requirements applicable to such Borrower Borrower, Mortgage Borrower, Operating Company, the Collateral and the Properties or any part thereofProperty, including Prescribed Lawsas applicable, including, without limitation, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never permit Mortgage Borrower or Operating Company, nor any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property, to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Collateral, the Property or any part thereof of the Collateral or the Property or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall, and shall cause Mortgage Borrower and Operating Company to, at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repairrepair (subject to renovation and construction activities undertaken in accordance with the terms and conditions of the Loan Documents), and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep keep, or cause Mortgage Borrower or Operating Company to keep, the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this the Mortgage Loan Agreement. After prior written notice to Lender, either Borrower, Mortgage Borrower or Operating Company, at its their own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower Borrower, Mortgage Borrower, Operating Company, the Collateral or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower, Mortgage Borrower or Operating Company, as applicable, is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties Property nor the Collateral nor any part thereof of the Property or the Collateral or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, and shall cause Mortgage Borrower or Operating Company to, promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and Borrower, Mortgage Borrower, Operating Company, the Properties Collateral or any part thereofthe Property, as applicable; and (gvi) either (A) in the case of any contest related to Mortgage Borrower or the Property, Mortgage Borrower shall have furnished to Mortgage Lender such security as may be required pursuant to the Mortgage Loan Agreement, or if Mortgage Lender shall have waived in writing the requirement to deposit such security, Borrower shall have furnished, or caused Mortgage Borrower to furnish, such security to Lender or (B) in the case of any contest related to Borrower or the Collateral, Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Collateral or the Property (or any part thereof of the Collateral or the Property or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits permits, authorizations, and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperty, including Prescribed Lawsall regulations, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall from time to time, upon Lender’s request, provide Lender with evidence reasonably satisfactory to Lender that the Property complies with all Legal Requirements or is exempt from compliance with Legal Requirements. Borrower shall give prompt notice to Lender of the receipt by Borrower of any notice related to a violation of any Legal Requirements and of the commencement of any proceedings or investigations which relate to compliance with Legal Requirements. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofProperty; and (gvi) such Borrower shall 55 furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower it and the Properties or any part thereofProperty in all material respects, including Prescribed Lawsincluding, without limitation, building and zoning codes and certificates of occupancy. There shall never be committed by either Borrower, and neither Borrower shall never cause or knowingly and intentionally permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Property to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Property or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, or knowingly and intentionally permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property used or useful in the conduct of its business, business and shall keep the Properties Property in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the MortgageLoan Documents. Borrowers Borrower shall keep the Properties Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior written notice to Lender, either Borrower, at its Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof Property or any alleged violation of any Legal Requirement, provided, that: provided that (ai) no Default or Event of Default has occurred and remains uncured; (bii) such proceeding shall be permitted under, under and be conducted in accordance with, with the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (diii) neither the Properties Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contestlost; (eiv) such Borrower shall, shall promptly upon final determination thereof, promptly thereof comply in all material respects with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal RequirementRequirement in all material respects; (fv) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and or the Properties or any part thereofProperty; and (gvi) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Existence; Compliance with Legal Requirements. Each (a) Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to such Borrower and the Properties or any part thereofCollateral. Borrower shall continue to engage in the businesses presently conducted by it to the extent necessary for the continued ownership, including Prescribed Lawsmaintenance, management and operation of the Collateral. Borrower will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Collateral. There shall never be committed by either Borrower, Borrower and neither Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties or any part thereof Collateral to commit, commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Properties Collateral or any part thereof or any monies paid in performance of Borrowers’ Borrower’s obligations under any of the Loan Documents. Each Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Each Borrower shall at all times maintain, preserve and protect all franchises and trade names, names and preserve all the remainder of its property and(or) assets used or useful in the conduct of its business, business and shall keep the Properties Collateral in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage. Borrowers shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior notice to Lender, either Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to such Borrower or the Properties or any part thereof or any alleged violation of any Legal Requirement, provided, that: (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any instrument to which such Borrower is subject and shall not constitute a default thereunder; (c) such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such contest; (e) such Borrower shall, upon final determination thereof, promptly comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (f) such proceeding shall suspend the enforcement of the contested Legal Requirement against such Borrower and the Properties or any part thereof; and (g) such Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Properties (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lostSecurity Instrument.