Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

Except as disclosed in any Exchange Act Report, the Company and the Subsidiaries are in compliance with all applicable laws, rules, regulations, orders, licenses, judgments, writs, injunctions or decrees, except to the extent that failure to comply would not have a Material Adverse Effect. The Company and the Subsidiaries have all necessary permits, licenses and other authorizations required to conduct their businesses as currently conducted, and as proposed to be conducted, except where a failure to have such permits, licenses or other authorizations would not have a Material Adverse Effect. Except as disclosed in the Exchange Act Reports, none of the Company nor any Subsidiary has violated any domestic or foreign law or any regulation or requirement, which violation has or would be reasonably likely to have a Material Adverse Effect, and none of the Company nor any Subsidiary has received notice of any such violation. There are no adverse orders, judgments, writs, injunctions, decrees or demands of any court or administrative body, domestic or foreign, or of any other governmental agency or instrumentality, domestic or foreign, outstanding against the Company or the Subsidiaries which would have a Material Adverse Effect.

#[[Borrower:Organization]] shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect all certificates of occupancy (or similar authorizations) and other rights, licenses, permits, franchises and trade names now or hereafter in effect

Legal and Governmental Compliance. Each Party shall comply with all Applicable Laws, relating to the activities undertaken by such Party hereunder.

Compliance with Legal Requirements. This Plan and the payment of awards are subject to all applicable federal and state laws, rules and regulations, and to any such approvals by any governmental or regulatory agency as may be required.

Existence; Compliance with Legal Requirements. 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 any Borrower or any Property. There shall never be committed by any Borrower, and each Borrower shall not permit any other Person in occupancy of or involved with the operation or use of any Property to commit, any act or omission affording the federal government or any state or local government the right of forfeiture against such Property or any part thereof or any monies paid in performance of such Borrower’s obligations under any of the Loan Documents. The Borrowers shall at all times maintain, preserve and protect all franchises and trade names, preserve all the remainder of their property used in the conduct of their 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 Mortgages. After prior notice to the Agent, the Borrowers, at their own expense, may contest by appropriate legal proceeding timely initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to any Borrower or any Property or any alleged violation of any Legal Requirement, provided that # no Default or Event of Default has occurred and remains uncured; # such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with Legal Requirements; # none of the Properties nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; # the Borrowers shall, upon final determination thereof, timely comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; # such proceeding shall suspend the enforcement of the contested Legal Requirement against any Borrower and any Property; and # the Borrowers shall furnish to the Agent such security as may be required in the proceeding, or as may be requested by the Agent, to ensure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. The Agent may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the judgment of the Agent, the validity, applicability or violation of such Legal Requirement is finally established or any Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

Legal Opinions. The Administrative Agent shall have received the executed legal opinion of # Davis Polk & Wardwell LLP, New York counsel to the Company, substantially in the form of Exhibit E-11] and # in-house counsel to the Company, substantially in the form of Exhibit E-22].

Legal Opinions. [[Lender:Organization]] shall have received opinions in form, substance and scope satisfactory to [[Lender:Organization]] and [[Lender:Organization]]’s counsel from counsel satisfactory to [[Lender:Organization]] as to such matters (including, without limitation, land use and zoning matters) as [[Lender:Organization]] shall reasonably request.

Legal Requirements. No Awards shall be granted and the Company shall have no obligation to make any payment under the Plan, whether in Shares, cash, or a combination thereof, unless such payment is, without further action by the Committee, in compliance with all applicable Federal and state laws and regulations, including, without limitation, the Code and Federal and state securities laws.

Legal Opinion. [[Organization B:Organization]] shall have received the executed legal opinion of Pachulski Stang Ziehl & Jones LLP, Fasken Martineau DuMoulin LLP, and Baker McKenzie LLP, and other legal counsel of the [[Organization A:Organization]] reasonably acceptable to [[Organization B:Organization]];