Common use of (b) Clause in Contracts

(b). If, with respect to any state in which a Property is located, (i) Borrower fails to deliver to Lender an opinion pursuant to this Section 4.3.12(b), Lender may in its sole and absolute discretion designate such state an Applicable HOA State by written notice to Borrower or (ii) any opinion delivered to Lender pursuant to this Section 4.3.12(b) shall be unsatisfactory to Lender in its reasonable discretion, Lender may request in writing that Borrower obtain a second opinion from a nationally recognized law firm (or one with prominent standing in the applicable state) and deliver such opinion to Lender within twenty (20) Business Days of such written request and (1) if Borrower fails to deliver such a second opinion to Lender, Lender may in its reasonable discretion designate such state an Applicable HOA State by written notice to Borrower or (2) if any such second opinion delivered to Lender shall be unsatisfactory to Lender in its sole and absolute discretion and Lender believes in good faith that such state is an Applicable HOA State (as defined under clause (a) of the definition thereof), Lender may designate such state an Applicable HOA State by written notice to Borrower. In addition, if Lender believes in good faith that any provisions for the subordination of Liens for HOA Fees to the Lien of the Mortgages are unenforceable under the laws of an Applicable HOA State or that such Lien for HOA Fees would be entitled to Priority, Lender may redesignate all affected HOA Properties in such Applicable HOA State as Applicable HOA Properties. On the Closing Date, Lender acknowledges based on the Closing Date HOA Opinions that the only Applicable HOA Properties are listed on Schedule XV.

(b). IfThe Lead Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Lead Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any state in which a Property is located, (i) Borrower fails to deliver to Lender an opinion pursuant to this Section 4.3.12(b), Lender may in its sole and absolute discretion designate such state an Applicable HOA State by written notice to the Lead Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Lead Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (iiw) any opinion delivered to Lender pursuant to this Section 4.3.12(b) all such Borrower Materials shall be unsatisfactory clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Lead Borrower shall be deemed to Lender have authorized the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Lead Borrower or its Affiliates or any of their respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in its reasonable discretion, Lender may request in writing that Section 9.13); (y) all Borrower obtain Materials marked “PUBLIC” are permitted to be made available through a second opinion from a nationally recognized law firm (or one with prominent standing in portion of the applicable state) and deliver such opinion to Lender within twenty (20) Business Days of such written request Platform designated “Public Side Information”; and (1z) if Borrower fails to deliver such a second opinion to Lender, Lender may in its reasonable discretion designate such state an Applicable HOA State by written notice to Borrower or (2) if any such second opinion delivered to Lender the Administrative Agent and the Arrangers shall be unsatisfactory to Lender in its sole and absolute discretion and Lender believes in good faith that such state is an Applicable HOA State (as defined under clause (a) of the definition thereof), Lender may designate such state an Applicable HOA State by written notice to Borrower. In addition, if Lender believes in good faith that any provisions for the subordination of Liens for HOA Fees to the Lien of the Mortgages are unenforceable under the laws of an Applicable HOA State or that such Lien for HOA Fees would be entitled to Priority, Lender may redesignate all affected HOA Properties in such Applicable HOA State treat any Borrower Materials that are not marked “PUBLIC” as Applicable HOA Properties. On being suitable only for posting on a portion of the Closing Date, Lender acknowledges based on the Closing Date HOA Opinions that the only Applicable HOA Properties are listed on Schedule XVPlatform not designated “Public Side Information”.

(b). IfThe Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i), with respect (ii), and (iii) of this Section 2.05(b) at least five Business Days prior to 1:00 p.m. on the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment. Notwithstanding any state in which a Property is locatedother provision of this Section 2.05(b), (i) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Covenant Entity that is a Foreign Subsidiary of Nexstar Media otherwise giving rise to a prepayment pursuant to Section 2.05(b)(ii) (a “Foreign Disposition”), the Net Cash Proceeds of any Casualty Event of a Covenant Entity that is a Foreign Subsidiary of Nexstar Media (a “Foreign Casualty Event”), or Excess Cash Flow attributable to a Foreign Subsidiary of Nexstar Media would be prohibited or delayed by applicable local law from being repatriated to the United States, the realization or receipt of the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be taken into account in measuring the Borrower’s obligation to repay Term Loans at the times provided in Section 2.05(b)(i), or the Borrower fails shall not be required to deliver make a prepayment at the time provided in Section 2.05(b)(ii), as the case may be, for so long, but only so long, as the applicable local law will not permit such repatriation to Lender an opinion the United States (the Borrower hereby agreeing to cause the applicable Covenant Entity to promptly take all commercially reasonable actions available under the applicable local law to permit such repatriation), and once repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, the amount of such Net Cash Proceeds or Excess Cash Flow permitted to be repatriated (net of additional taxes payable or reserved against as a result thereof) will be promptly (and in any event not later than two (2) Business Days after such repatriation) taken into account in measuring the Borrower’s obligation to repay the Term Loans pursuant to this Section 4.3.12(b), Lender may in its sole 2.05(b) to the extent provided herein and absolute discretion designate such state an Applicable HOA State by written notice to Borrower or (ii) any opinion to the extent that the Borrower has determined in good faith (as set forth in a written notice delivered to Lender the Administrative Agent) that repatriation of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or Excess Cash Flow attributable to a Foreign Subsidiary of Nexstar Media would have a material adverse tax consequence (taking into account any foreign tax credit or benefit received in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, the amount of the Net Cash Proceeds or Excess Cash Flow so affected shall not be taken into account in measuring the Borrower’s obligation to repay Term Loans pursuant to this Section 4.3.12(b) shall be unsatisfactory to Lender in its reasonable discretion2.05(b); provided that, Lender may request in writing that Borrower obtain a second opinion from a nationally recognized law firm (or one with prominent standing in the applicable statecase of this clause (ii), on or before the date on which any Net Cash Proceeds from any Foreign Disposition or Foreign Casualty Event so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.05(b)(ii) and deliver (or, in the case of Excess Cash Flow, a date on or before the date that is twelve months after the date such opinion Excess Cash Flow would have so required to Lender within twenty be applied to prepayments pursuant to Section 2.05(b)(i) unless previously repatriated in which case such repatriated Excess Cash Flow shall have been promptly applied to the repayment of the Term Loans pursuant to Section 2.05(b)(i)), (20x) Business Days the Borrower applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Covenant Entity that is a Foreign Subsidiary of Nexstar Media, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Covenant Entity that is a Foreign Subsidiary of Nexstar Media or, in the case of such written request and (1) if Borrower fails Net Cash Proceeds, by such Covenant Entity that is a Foreign Subsidiary of Nexstar Media to deliver such a second opinion to Lender, Lender may in its reasonable discretion designate such state an Applicable HOA State by written notice to Borrower or (2) if any such second opinion delivered to Lender shall be unsatisfactory to Lender in its sole and absolute discretion and Lender believes in good faith that such state is an Applicable HOA State (as defined under clause (a) of the definition thereof), Lender may designate such state an Applicable HOA State by written notice to Borrower. In addition, if Lender believes in good faith that any provisions for the subordination of Liens for HOA Fees to the Lien of the Mortgages are unenforceable under the laws of an Applicable HOA State or that such Lien for HOA Fees would be entitled to Priority, Lender may redesignate all affected HOA Properties in such Applicable HOA State as Applicable HOA Properties. On the Closing Date, Lender acknowledges based on the Closing Date HOA Opinions that the only Applicable HOA Properties are listed on Schedule XVmake Investments.

(b). If, with respect to any state in which a Property is located, (i) Borrower fails to deliver to Lender an opinion pursuant to this Section 4.3.12(b), Lender may in its sole and absolute discretion designate such state an Applicable HOA State by written notice to Borrower or (ii) any opinion delivered to Lender pursuant to this Section 4.3.12(b) shall be unsatisfactory to Lender in its reasonable discretion, Lender may request in writing that Borrower obtain a second opinion from a nationally recognized law firm (or one with prominent standing in the applicable state) and deliver such opinion to Lender within twenty (20) Business Days of such written request and (1) if Borrower fails to deliver such a second opinion to Lender, Lender may in its reasonable discretion designate such state an Applicable HOA State by written notice to Borrower or (2) if any such second opinion delivered to Lender shall be unsatisfactory to Lender in its sole and absolute discretion and Lender believes in good faith that such state is an Applicable HOA State (as defined under clause (a) of the definition thereof), Lender may designate such state an Applicable HOA State by written notice to Borrower. In addition, if Lender believes in good faith that any provisions for the subordination of Liens for HOA Fees to the Lien of the Mortgages are unenforceable under the laws of an Applicable HOA State or that such Lien for HOA Fees would be entitled to Priority, Lender may redesignate all affected HOA Properties in such Applicable HOA State as Applicable HOA Properties. On the Closing Date, Lender acknowledges based on the Closing Date HOA Opinions that and the Closing Date OSN Certificate that: (i) Nevada, Texas, Colorado and Georgia are the only Applicable HOA States and (ii) the only Applicable HOA Properties in Nevada, Texas, Colorado and Georgia are the Properties listed on Schedule XV. Notwithstanding the foregoing or anything herein to the contrary, the Lender shall not be permitted to declare a state an Applicable HOA State pursuant to this Section 4.3.12(b), if Lender or its servicer (excluding any special servicer) has received a legal opinion from a nationally recognized law firm (or one with prominent standing in the applicable state or otherwise reasonably acceptable to Lender) that if delivered by Borrower and referencing this Agreement would have resulted in such state not being declared an Applicable HOA State.

(b). IfIn the event that the Administrative Agent, with respect Borrower and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to any state in which be a Property is locatedDefaulting Lender, (i) Borrower fails then the Credit Exposure of the Lenders shall be readjusted to deliver to Lender an opinion reflect the inclusion of such Lender’s Commitment and on such date, if necessary as a result of a Loan funding pursuant to this Section 4.3.12(b2.5(h), such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its sole Applicable Percentage. In the event that each of the Administrative Agent, the Borrower, each Swingline Lender and absolute discretion designate each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such state an Applicable HOA State by written notice Lender to Borrower or (ii) any opinion delivered to Lender pursuant to this Section 4.3.12(b) be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be unsatisfactory readjusted to Lender in its reasonable discretion, Lender may request in writing that Borrower obtain a second opinion from a nationally recognized law firm (or one with prominent standing in reflect the applicable state) and deliver such opinion to Lender within twenty (20) Business Days inclusion of such written request Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (1other than Swingline Loans) if Borrower fails as the Administrative Agent shall determine may be necessary in order for such Lender to deliver hold such Loans in accordance with its Applicable Percentage. Subject to Section 10.15, no reallocation hereunder shall constitute a second opinion to waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender may in its reasonable discretion designate as a result of such state an Applicable HOA State by written notice to Borrower or (2) if any Non-Defaulting Lender’s increased exposure following such second opinion delivered to Lender shall be unsatisfactory to Lender in its sole and absolute discretion and Lender believes in good faith that such state is an Applicable HOA State (as defined under clause (a) of the definition thereof), Lender may designate such state an Applicable HOA State by written notice to Borrower. In addition, if Lender believes in good faith that any provisions for the subordination of Liens for HOA Fees to the Lien of the Mortgages are unenforceable under the laws of an Applicable HOA State or that such Lien for HOA Fees would be entitled to Priority, Lender may redesignate all affected HOA Properties in such Applicable HOA State as Applicable HOA Properties. On the Closing Date, Lender acknowledges based on the Closing Date HOA Opinions that the only Applicable HOA Properties are listed on Schedule XVreallocation.

(b). If, with respect to any state in which a Property is located, (i) Borrower fails to deliver to Lender Administrative Agent an opinion pursuant to this Section 4.3.12(b), Lender Administrative Agent may in its sole and absolute discretion designate such state an Applicable HOA State by written notice to Borrower or (ii) any opinion delivered to Lender Administrative Agent pursuant to this Section 4.3.12(b) shall be unsatisfactory to Lender Administrative Agent in its reasonable discretion, Lender Administrative Agent may request in writing that Borrower obtain a second opinion from a nationally recognized law firm (or one with prominent standing in the applicable state) and deliver such opinion to Lender Administrative Agent within twenty (20) Business Days of such written request and (1) if Borrower fails to deliver such a second opinion to LenderAdministrative Agent, Lender Administrative Agent may in its reasonable discretion designate such state an Applicable HOA State by written notice to Borrower or (2) if any such second opinion delivered to Lender Administrative Agent shall be unsatisfactory to Lender Administrative Agent in its sole and absolute discretion and Lender Administrative Agent believes in good faith that such state is an Applicable HOA State (as defined under clause (ai) of the definition thereof), Lender Administrative Agent may designate such state an Applicable HOA State by written notice to Borrower. In addition, if Lender Administrative Agent believes in good faith that any provisions for the subordination of Liens for HOA Fees to the Lien of the Mortgages are unenforceable under the laws of an Applicable HOA State or that such Lien for HOA Fees would be entitled to Priority, Lender Administrative Agent may redesignate all affected HOA Properties in such Applicable HOA State as Applicable HOA Properties. On the Closing Date, Lender Administrative Agent acknowledges based on the Closing Date HOA Opinions that that: (i) Nevada and Colorado are the only Applicable HOA States and (ii) the only Applicable HOA Properties in Nevada and Colorado are the Properties listed on Schedule XV. Notwithstanding the foregoing or anything herein to the contrary, Administrative Agent shall not be permitted to declare a state an Applicable HOA State pursuant to this Section 4.3.12(b), if Administrative Agent or its servicer (excluding any special servicer) has received a legal opinion from a nationally recognized law firm (or one with prominent standing in the applicable state or otherwise reasonably acceptable to Administrative Agent) that if delivered by Borrower and referencing this Agreement would have resulted in such state not being declared an Applicable HOA State.

(b). If, with respect to any state in which a Property is located, (i) Borrower fails to deliver to Lender an opinion pursuant to this Section 4.3.12(b), Lender may in its sole and absolute discretion designate such state an Applicable HOA State by written notice to Borrower or (ii) any opinion delivered to Lender pursuant to this Section 4.3.12(b) shall be unsatisfactory to Lender in its reasonable discretion, Lender may request in writing that Borrower obtain a second opinion from a nationally recognized law firm (or one with prominent standing in the applicable state) and deliver such opinion to Lender within twenty (20) Business Days of such written request and (1) if Borrower fails to deliver such a second opinion to Lender, Lender may in its reasonable discretion designate such state an Applicable HOA State by written notice to Borrower or (2) if any such second opinion delivered to Lender shall be unsatisfactory to Lender in its sole and absolute discretion and Lender believes in good faith that such state is an Applicable HOA State (as defined under clause (a) of the definition thereof), Lender may designate such state an Applicable HOA State by written notice to Borrower. In addition, if Lender believes in good faith that any provisions for the subordination of Liens for HOA Fees to the Lien of the Mortgages are unenforceable under the laws of an Applicable HOA State or that such Lien for HOA Fees would be entitled to Priority, Lender may redesignate all affected HOA Properties in such Applicable HOA State as Applicable HOA Properties. On the Closing Date, Lender acknowledges based on the Closing Date HOA Opinions that and the Closing Date OSN Certificate that: (i) Nevada, Illinois, Minnesota, Georgia, South Carolina and Washington are the only Applicable HOA States and (ii) the only Applicable HOA Properties in Nevada, Illinois, Minnesota, Georgia, South Carolina and Washington are the Properties listed on Schedule XV. Notwithstanding the foregoing or anything herein to the contrary, the Lender shall not be permitted to declare a state an Applicable HOA State pursuant to this Section 4.3.12(b), if Lender or its servicer (excluding any special servicer) has received a legal opinion from a nationally recognized law firm (or one with prominent standing in the applicable state or otherwise reasonably acceptable to Lender) that if delivered by Borrower and referencing this Agreement would have resulted in such state not being declared an Applicable HOA State.

(b). If, with respect to any state in which a Property is located, (i) Borrower fails to deliver to Lender an opinion pursuant to this Section 4.3.12(b), Lender may in its sole and absolute discretion designate such state an Applicable HOA State by written notice to Borrower or (ii) any opinion delivered to Lender pursuant to this Section 4.3.12(b) shall be unsatisfactory to Lender in its reasonable discretion, Lender may request in writing that Borrower obtain a second opinion from a nationally recognized law firm (or one with prominent standing in the applicable state) and deliver such opinion to Lender within twenty (20) Business Days of such written request and (1) if Borrower fails to deliver such a second opinion to Lender, Lender may in its reasonable discretion designate such state an Applicable HOA State by written notice to Borrower or (2) if any such second opinion delivered to Lender shall be unsatisfactory to Lender in its sole and absolute discretion and Lender believes in good faith that such state is an Applicable HOA State (as defined under clause (a) of the definition thereof), Lender may designate such state an Applicable HOA State by written notice to Borrower. In addition, if Lender believes in good faith that any provisions for the subordination of Liens for HOA Fees to the Lien of the Mortgages are unenforceable under the laws of an Applicable HOA State or that such Lien for HOA Fees would be entitled to Priority, Lender may redesignate all affected HOA Properties in such Applicable HOA State as Applicable HOA Properties. On the Closing Date, Lender acknowledges based on the Closing Date HOA Opinions that and the Closing Date OSN Certificate that: (i) Nevada, Texas, Georgia and Colorado are the only Applicable HOA States and (ii) the only Applicable HOA Properties in Nevada, Texas, Georgia and Colorado are the Properties listed on Schedule XV. Notwithstanding the foregoing or anything herein to the contrary, the Lender shall not be permitted to declare a state an Applicable HOA State pursuant to this Section 4.3.12(b), if Lender or its servicer (excluding any special servicer) has received a legal opinion from a nationally recognized law firm (or one with prominent standing in the applicable state or otherwise reasonably acceptable to Lender) that if delivered by Borrower and referencing this Agreement would have resulted in such state not being declared an Applicable HOA State.

(b). If, with respect to any state in which a Property is located, (i) Borrower fails to deliver to Lender an opinion pursuant to this Section 4.3.12(b), Lender may in its sole and absolute discretion designate such state an Applicable HOA State by written notice to Borrower or (ii) any opinion delivered to Lender pursuant to this Section 4.3.12(b) shall be unsatisfactory to Lender in its reasonable discretion, Lender may request in writing that Borrower obtain a second opinion from a nationally recognized law firm (or one with prominent standing in the applicable state) and deliver such opinion to Lender within twenty (20) Business Days of such written request and (1) if Borrower fails to deliver such a second opinion to Lender, Lender may in its reasonable discretion designate such state an Applicable HOA State by written notice to Borrower or (2) if any such second opinion delivered to Lender shall be unsatisfactory to Lender in its sole and absolute discretion and Lender believes in good faith that such state is an Applicable HOA State (as defined under clause (a) of the definition thereof), Lender 100 may designate such state an Applicable HOA State by written notice to Borrower. In addition, if Lender believes in good faith that any provisions for the subordination of Liens for HOA Fees to the Lien of the Mortgages are unenforceable under the laws of an Applicable HOA State or that such Lien for HOA Fees would be entitled to Priority, Lender may redesignate all affected HOA Properties in such Applicable HOA State as Applicable HOA Properties. On the Closing Date, Lender acknowledges based on the Closing Date HOA Opinions that and the Closing Date OSN Certificate that: (i) Nevada, Georgia, South Carolina and Washington are the only Applicable HOA States and (ii) the only Applicable HOA Properties in Nevada, Georgia, South Carolina and Washington are the Properties listed on Schedule XV. Notwithstanding the foregoing or anything herein to the contrary, the Lender shall not be permitted to declare a state an Applicable HOA State pursuant to this Section 4.3.12(b), if Lender or its servicer (excluding any special servicer) has received a legal opinion from a nationally recognized law firm (or one with prominent standing in the applicable state or otherwise reasonably acceptable to Lender) that if delivered by Borrower and referencing this Agreement would have resulted in such state not being declared an Applicable HOA State.

(b). If, with respect to any state in which a Property is located, (i) Borrower fails to deliver to Lender an opinion pursuant to this Section 4.3.12(b), Lender may in its sole and absolute discretion designate such state an Applicable HOA State by written notice to Borrower or (ii) any opinion delivered to Lender pursuant to this Section 4.3.12(b) shall be unsatisfactory to Lender in its reasonable discretion, Lender may request in writing that Borrower obtain a second opinion from a nationally recognized law firm (or one with prominent standing in the applicable state) and deliver such opinion to Lender within twenty (20) Business Days of such written request and (1) if Borrower fails to deliver such a second opinion to Lender, Lender may in its reasonable discretion designate such state an Applicable HOA State by written notice to Borrower or (2) if any such second opinion delivered to Lender shall be unsatisfactory to Lender in its sole and absolute discretion and Lender believes in good faith that such state is an Applicable HOA State (as defined under clause (a) of the definition thereof), Lender may designate such state an Applicable HOA State by written notice to Borrower. In addition, if Lender believes in good faith that any provisions for the subordination of Liens for HOA Fees to the Lien of the Mortgages are unenforceable under the laws of an Applicable HOA State or that such Lien for HOA Fees would be entitled to Priority, Lender may redesignate all affected HOA Properties in such Applicable HOA State as Applicable HOA Properties. On the Closing Date, Lender acknowledges based on the Closing Date HOA Opinions that and the Closing Date OSN Certificate that: (i) Nevada, Georgia, South Carolina and Washington are the only Applicable HOA States and (ii) the only Applicable HOA Properties in Nevada, Georgia, South Carolina and Washington are the Properties listed on Schedule XV. Notwithstanding the foregoing or anything herein to the contrary, the Lender shall not be permitted to declare a state an Applicable HOA State pursuant to this Section 4.3.12(b), if Lender or its servicer (excluding any special servicer) has received a legal opinion from a nationally recognized law firm (or one with prominent standing in the applicable state or otherwise reasonably acceptable to Lender) that if delivered by Borrower and referencing this Agreement would have resulted in such state not being declared an Applicable HOA State.

(b). If, with respect to any state in which a Property is located, (i) Borrower fails to deliver to Lender an opinion pursuant to this Section 4.3.12(b4.3.13(b), Lender may in its sole and absolute discretion designate such state an Applicable HOA State by written notice to Borrower or (ii) any opinion delivered to Lender pursuant to this Section 4.3.12(b4.3.13(b) shall be unsatisfactory materially different from any Closing Date HOA Opinion and such differences are not satisfactory to Lender in its reasonable sole discretion, Lender Xxxxxx may request in writing that Borrower obtain a second opinion from a nationally recognized law firm (or one with prominent standing in the applicable statestate or otherwise reasonably acceptable to Lender) and deliver such opinion to Lender within twenty (20) Business Days of such written request and (1) if Borrower fails to deliver such a second opinion to LenderXxxxxx, Lender may in its reasonable sole discretion designate such state an Applicable HOA State by written notice to Borrower or (2) if any such second opinion delivered to Lender shall be unsatisfactory materially different from any Closing Date HOA Opinion and such differences are not satisfactory to Lender in its sole and absolute discretion and Lender Xxxxxx believes in good faith that such state is an Applicable HOA State (as defined under clause (a) of the definition thereof), Lender may designate such state an Applicable HOA State by written notice to Borrower. In addition, if Lender if, as a result of any such differences Xxxxxx believes in good faith that any provisions for the subordination of Liens for HOA Fees to the Lien of the Mortgages are unenforceable under the laws of an Applicable HOA State or that such Lien for HOA Fees would be entitled to Priority, Lender may redesignate all affected HOA Properties in such Applicable HOA State as Applicable HOA Properties. On the Closing Date, Lender acknowledges that, based on the Closing Date HOA Opinions that and the Closing Date OSN Certificate: (i) Alabama, Arkansas, Georgia, Iowa, Kansas, Kentucky, Mississippi, Missouri, Nebraska, Ohio, South Carolina, Tennessee are the only Applicable HOA States and (ii) the only Applicable HOA Properties in Alabama, Arkansas, Georgia, Iowa, Kansas, Kentucky, Mississippi, Missouri, Nebraska, Ohio, South Carolina, Tennessee are the Properties listed on Schedule XVB of the Closing Date OSN Certificate, a copy of which has been provided to Lender. Notwithstanding the foregoing or anything herein to the contrary, Lender shall not be permitted to declare a state an Applicable HOA State pursuant to this Section 4.3.13(b), if Lender or its servicer (excluding any special servicer) has received a legal opinion from a nationally recognized law firm (or one with prominent standing in the applicable state or otherwise reasonably acceptable to Lender) that if delivered by Borrower and referencing this Agreement would have resulted in such state not being declared an Applicable HOA State. In the event Borrower does not deliver any opinion required by this Section 4.3.13(b), it shall not be considered a Default or Event of Default under this Section 4.3.13(b), but shall only affect the categorization of the related Properties being in an Applicable HOA State or not.

(b). If, with respect to any state in which a Property is located, (i) Borrower fails to deliver to Lender an opinion pursuant to this Section 4.3.12(b), Lender may in its sole and absolute discretion designate such state an Applicable HOA State by written notice to Borrower or (ii) any opinion delivered to Lender pursuant to this Section 4.3.12(b) shall be unsatisfactory to Lender in its reasonable discretion, Lender may request in writing that Borrower obtain a second opinion from a nationally recognized law firm (or one with prominent standing in the applicable state) and deliver such opinion to Lender within twenty (20) Business Days of such written request and (1) if Borrower fails to deliver such a second opinion to Lender, Lender may in its reasonable discretion designate such state an Applicable HOA State by written notice to Borrower or (2) if any such second opinion delivered to Lender shall be unsatisfactory to Lender in its sole and absolute discretion and Lender believes in good faith that such state is an Applicable HOA State (as defined under clause (a) of the definition thereof), Lender may designate such state an Applicable HOA State by written notice to Borrower. In addition, if Lender believes in good faith that any provisions for the subordination of Liens for HOA Fees to the Lien of the Mortgages are unenforceable under the laws of an Applicable HOA State or that such Lien for HOA Fees would be entitled to Priority, Lender may redesignate all affected HOA Properties in such Applicable HOA State as Applicable HOA Properties. On the Closing Date, Lender acknowledges based on the Closing Date HOA Opinions that and the Closing Date OSN Certificate that: (i) Nevada, Georgia, Illinois, Minnesota, South Carolina and Washington, are the only Applicable HOA States and (ii) the only Applicable HOA Properties in Nevada, Georgia, Illinois, Minnesota, South Carolina and Washington are the Properties listed on Schedule XV. Notwithstanding the foregoing or anything herein to the contrary, the Lender shall not be permitted to declare a state an Applicable HOA State pursuant to this Section 4.3.12(b), if Lender or its servicer (excluding any special servicer) has received a legal opinion from a nationally recognized law firm (or one with prominent standing in the applicable state or otherwise reasonably acceptable to Lender) that if delivered by Borrower and referencing this Agreement would have resulted in such state not being declared an Applicable HOA State.