Common use of Material Real Estate Assets Clause in Contracts

Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or an Executive Officer of the Borrower discovers that a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then such Credit Party, no later than ninety (90) days (or such later date agreed to by the Administrative Agent) following the acquisition of such Material Real Estate Asset or such discovery, will take all such actions and execute and deliver, or cause to be executed and delivered, all such applicable Mortgages (in form and substance reasonably acceptable to the Borrower and Administrative Agent), endorsements to title insurance policies (to the extent available in the applicable jurisdiction and such title insurance policies shall be in an amount not to exceed the fair market value (determined in good faith by the Borrower) of the Material Real Estate Asset covered thereby), appraisals (only to the extent required by law), Phase I environmental assessments, A. L. T. A. survey plans (but new or updated surveys will not be required if an existing survey is available or zip map, express map or similar map is available in the applicable jurisdiction and, in either case, survey coverage is available for the title insurance policies without the need for such new or updated surveys and provided further this foregoing requirement shall only be in connection with any Material Real Estate Asset located in the United States), flood determination certificates, customary local counsel opinions and certificates that the Administrative Agent will, in each case, reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and perfected security interest in such Material Real Estate Assets. Notwithstanding the foregoing, the parties hereto acknowledge and agree that at least twenty (20) days prior to the execution and delivery of any Mortgage, the Lenders shall have received (which may be via electronic delivery) all flood determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Material Real Estate Asset reasonably sufficient to evidence compliance with Flood Insurance Laws.

Material Real Estate Assets. In the event that any Credit Loan Party acquires a Material Real Estate Asset located in the United States or an Executive Officer of the Borrower discovers that a Real Estate Asset owned on by any Loan Party and located in the Closing Date United States becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then such Credit Loan Party, no later than ninety 90 days after acquiring such Material Real Estate Asset, or no later than 90 days after such Real Estate Asset becomes a Material Real Estate Asset (90) days (in each case, or such later date as may be agreed to by the Administrative Collateral Agent) following the acquisition of such Material Real Estate Asset or such discovery), will shall take all such actions and execute and deliver, or cause to be executed and delivered, all such applicable Mortgages (in form and substance reasonably acceptable to the Borrower and Administrative Agent), endorsements to title insurance policies (to the extent available in the applicable jurisdiction and such title insurance policies shall be in an amount not to exceed the fair market value (determined in good faith by the Borrower) of the Material Real Estate Asset covered thereby), appraisals (only to the extent required by law), Phase I environmental assessments, A. L. T. A. survey plans (but new or updated surveys will not be required if an existing survey is available or zip map, express map or similar map is available in the applicable jurisdiction and, in either case, survey coverage is available for the title insurance policies without the need for such new or updated surveys and provided further this foregoing requirement shall only be in connection with any Material Real Estate Asset located in the United States), flood determination certificates, customary local counsel opinions and certificates that the Administrative Agent will, in each case, reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and perfected security interest in such Material Real Estate Assets. Notwithstanding the foregoing, the parties hereto acknowledge and agree that at least twenty (20) days prior to the execution and delivery of any Mortgage, the Lenders shall have received (which may be via electronic delivery) all flood determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Material Real Estate Asset, (i) a Mortgage, (ii) an opinion of counsel in the jurisdiction where such Material Real Estate Asset is located with respect to the enforceability of such Mortgage and such other reasonable and customary matters as the Collateral Agent may reasonably sufficient request, and (iii) a mortgagee policy of title insurance (or a marked up title insurance commitment having the effect of a mortgagee policy of title insurance) issued by a title company reasonably satisfactory to evidence compliance Collateral Agent, in an amount not less than the fair market value of such Material Real Estate Asset, insuring the Lien of such Mortgage as a valid First Priority security interest on such Material Real Estate Asset (the items set forth in clauses (i), (ii) and (iii), collectively, the “Mortgage Deliverables”). In addition to the foregoing, Lead Borrower shall, at the request of Required Lenders, deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with Flood Insurance Lawsrespect to which Collateral Agent has been granted a Lien; provided, however, that in no event shall Lead Borrower be required to deliver an appraisal to Collateral Agent for a particular Material Real Estate Asset more than once in any given calendar year unless such appraisal is at Collateral Agent’s sole cost. Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document, in no event shall any Loan Party be required to deliver Mortgage Deliverables with respect to any Real Estate Asset that is not a Material Real Estate Asset.

Material Real Estate Assets. In the event that With respect to any Credit Party acquires a Material Real Estate Asset or an Executive Officer that is (or, to the knowledge of the Borrower discovers that a Real Estate Asset owned on the Closing Date becomes any Credit Party, becomes) a Material Real Estate Asset and is at any time owned by a Credit Party (whether by increase in value, acquisition of such interest has not otherwise been made Real Estate Asset or the owner of such Real Estate Asset becoming a Credit Party, or otherwise), provide prompt notice thereof to the Administrative Agent (but in any event within five days of such occurrence, or such longer period to which the Administrative Agent may agree in its sole discretion) and thereafter cause to be delivered to the Administrative Agent and the Collateral Agent promptly (but in any event within sixty days after such acquisition or such longer period as the Administrative Agent may agree in its sole discretion) a Mortgage and such Mortgaged Property Support Documents as the Administrative Agent or the Collateral Agent may reasonably request in order to cause such Material Real Estate Assets to be subject at all times to a first priority, perfected Lien (subject to the Lien of the Collateral Documents Permitted Liens) in favor of the Collateral Agent, Agent for the benefit of the Secured PartiesParties securing the Obligations, then and take all such Credit Partyactions and cause to be delivered all such other documents, no later than ninety (90) days (or such later date agreed to instruments, agreements, opinions and certificates as may be reasonably requested by the Administrative AgentAgent or the Collateral Agent in connection therewith. Promptly following receipt of any notice described in this clause (c) following from the acquisition Borrower or another Credit Party related to a Material Real Estate Asset, the Administrative Agent shall notify the Lenders of the same (such notice, the “Material Real Estate Asset Lender Notice”). On and after the date that is 30 days after the Administrative Agent delivers the Material Real Estate Asset Lender Notice, the Administrative Agent shall be permitted to cause such Material Real Estate Asset or such discovery, will take all such actions and execute and deliver, or cause to be executed and delivered, all mortgaged or otherwise pledged as Collateral hereunder unless it has received written notice from a Lender within such applicable Mortgages (in form and substance reasonably acceptable to the Borrower and Administrative Agent), endorsements to title insurance policies (to the extent available in the applicable jurisdiction and such title insurance policies shall be in an amount 30 day period that it has not to exceed the fair market value (determined in good faith by the Borrower) of the Material Real Estate Asset covered thereby), appraisals (only to the extent required by law), Phase I environmental assessments, A. L. T. A. survey plans (but new or updated surveys will not be required if an existing survey is available or zip map, express map or similar map is available in the applicable jurisdiction and, in either case, survey coverage is available for the title insurance policies without the need for such new or updated surveys and provided further this foregoing requirement shall only be in connection with any Material Real Estate Asset located in the United States), flood determination certificates, customary local counsel opinions and certificates that the Administrative Agent will, in each case, reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and perfected security interest in such Material Real Estate Assets. Notwithstanding the foregoing, the parties hereto acknowledge and agree that at least twenty (20) days prior to the execution and delivery of any Mortgage, the Lenders shall have received (which may be via electronic delivery) all flood determination certifications, acknowledgements and evidence of completed its flood insurance diligence and other flood-related documentation flood insurance compliance with respect to such Material Real Estate Asset reasonably sufficient (it being understood that if the Administrative Agent has received no such written notice from a Lender, then on and after such date the Administrative Agent shall be permitted to evidence assume that each Lender has completed its flood insurance diligence and flood insurance compliance with Flood Insurance Lawsrespect to such Material Real Estate Asset). If any Lender provides such written notice within such 30 day period, (x) such notice shall provide a description of the remaining items necessary to complete such Lender’s diligence and compliance, (y) such Lender shall diligently work to satisfy its remaining requirements in a timely manner, and (z) the Administrative Agent shall not cause the applicable Material Real Estate Asset to be mortgaged or otherwise pledged as Collateral hereunder until on or after the date on which the Administrative Agent receives confirmation from each such Lender that it has completed its flood insurance diligence and flood insurance compliance with respect to such Material Real Estate Asset; provided, further, that if a Lender delivers written notice pursuant to this sentence, a Credit Party shall not be required to mortgage or pledge the applicable Material Real Estate Asset or obtain or deliver any other documentation required under this subsection (c) with respect to such Material Real Estate Asset until the later to occur of (i) the date that is 60 days after the date such Real Estate Asset becomes a Material Real Estate Asset or such Material Real Estate Asset is acquired, as applicable, or (ii) the date that is 30 days after the date on which the Administrative Agent notifies the Borrower that it has received confirmation from each Lender delivering written notice pursuant to this sentence that it has completed its flood insurance diligence and flood insurance compliance with respect to such Material Real Estate Asset, in either case, or such later date as the Administrative Agent may permit in its sole discretion.

Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or an Executive Officer of the Borrower discovers that a Real Estate Asset (other than Excluded Real Estate Assets) owned on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then such Credit Party, no later than ninety (90) days (or such later date agreed to by the Administrative Agent) following the acquisition of such Material Real Estate Asset or such discovery, will take all such actions and execute and deliver, or cause to be executed and delivered, all such applicable Mortgages covering, among other things, such interest in real property (in form and substance reasonably acceptable provided that to the extent any property that is to be subject to a Mortgage is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar tax, if such tax will be owed on the entire amount of the indebtedness evidenced hereby, the Collateral Agent will, to the extent permitted by applicable law, limit the amount secured by the Mortgage to the fair market value of the Material Real Estate Asset at the time the Mortgage is entered into if such limitation results in such tax being calculated based upon such fair market value as reasonably determined by Borrower in good faith and Administrative Agentwithout requirement of delivery of an appraisal or other third-party valuation), endorsements to title insurance policies (and endorsements thereto reasonably requested by the Collateral Agent and to the extent available in the applicable jurisdiction and such at reasonable cost (provided that any title insurance policies amounts shall be in an amount not to exceed the reasonably ascertainable fair market value (determined in good faith by the Borrower) of the applicable Material Real Estate Asset covered thereby)Asset) based on readily available information, appraisals (only solely to the extent required by lawunder the FIRREA), Phase I environmental assessmentsassessments (to the extent reasonably requested by the Collateral Agent), A. L. T. A. A.L.T.A. survey plans (but provided that new or updated surveys will not be required if an existing survey survey, ExpressMap or other similar documentation is available or zip map, express map or similar map is available in and together with customary affidavits from the applicable jurisdiction and, in either case, Credit Party is sufficient for the title insurer to remove the general survey coverage is available for exception and issue customary survey-based endorsements attached to the title insurance policies without the need for such new or updated surveys and provided further this foregoing requirement shall only be in connection surveys), “Life-of Loan” Federal Emergency Management Agency Standard Flood Hazard Determinations under Regulation H of the Federal Reserve Board (together with evidence of flood insurance for any improved Material Real Estate Asset located in a flood hazard area to the United Statesextent required by the Flood Insurance Laws, and in accordance with Section 5.5(b) hereof), flood determination certificatescustomary legal opinions regarding the security interest created by the applicable Mortgage, customary local counsel opinions certificates and certificates documentation that the Administrative Agent will, in each case, reasonably request requires to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and perfected lien and security interest in such Material Real Estate Assets. Notwithstanding , with each of the foregoing, the parties hereto acknowledge foregoing documents in form and agree that at least twenty (20) days prior substance reasonably satisfactory to the execution and delivery of any Mortgage, the Lenders shall have received (which may be via electronic delivery) all flood determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Material Real Estate Asset reasonably sufficient to evidence compliance with Flood Insurance LawsCollateral Agent.

Material Real Estate Assets. In the event that any Credit Loan Party acquires a Material Real Estate Asset located in the United States or an Executive Officer of the Borrower discovers that a Real Estate Asset owned on by any Loan Party and located in the Closing Date United States becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then such Credit Loan Party, no later than ninety 90 days after acquiring such Material Real Estate Asset, or no later than 90 days after such Real Estate Asset becomes a Material Real Estate Asset (90) days (in each case, or such later date as may be agreed to by the Administrative Collateral Agent) following the acquisition of such Material Real Estate Asset or such discovery), will shall take all such actions and execute and deliver, or cause to be executed and delivered, all such applicable Mortgages (in form and substance reasonably acceptable to the Borrower and Administrative Agent), endorsements to title insurance policies (to the extent available in the applicable jurisdiction and such title insurance policies shall be in an amount not to exceed the fair market value (determined in good faith by the Borrower) of the Material Real Estate Asset covered thereby), appraisals (only to the extent required by law), Phase I environmental assessments, A. L. T. A. survey plans (but new or updated surveys will not be required if an existing survey is available or zip map, express map or similar map is available in the applicable jurisdiction and, in either case, survey coverage is available for the title insurance policies without the need for such new or updated surveys and provided further this foregoing requirement shall only be in connection with any Material Real Estate Asset located in the United States), flood determination certificates, customary local counsel opinions and certificates that the Administrative Agent will, in each case, reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and perfected security interest in such Material Real Estate Assets. Notwithstanding the foregoing, the parties hereto acknowledge and agree that at least twenty (20) days prior to the execution and delivery of any Mortgage, the Lenders shall have received (which may be via electronic delivery) all flood determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Material Real Estate Asset, (i) a Mortgage, (ii) an opinion of counsel in the jurisdiction where such Material Real Estate Asset is located with respect to the enforceability of such Mortgage and such other reasonable and customary matters as the Collateral Agent may reasonably sufficient request, and (iii) a mortgagee policy of title insurance (or a marked up title insurance commitment having the effect of a mortgagee policy of title insurance) issued by a title company reasonably satisfactory to evidence compliance Collateral Agent, in an amount not less than the fair market value of such Material Real Estate Asset, insuring the Lien of such Mortgage as a valid First Priority security interest on such Material Real Estate Asset (the items set forth in clauses (i), (ii) and (iii), collectively, the “Mortgage Deliverables”). In addition to the foregoing, Lead Borrower shall, at the request of Required Lenders, deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with Flood Insurance Lawsrespect to which Collateral Agent has been granted a Lien; provided, however, that in no event shall Lead Borrower be required to deliver an appraisal to Collateral Agent for a particular Material Real Estate Asset more than once in any given calendar year unless such appraisal is at Collateral Agent’s sole cost. Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document, in no event shall any Loan Party be required to deliver a Mortgage with respect to any Real Estate Asset that is not a Material Real Estate Asset.

Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or an Executive Officer of the Borrower discovers that a Real Estate Asset (other than Excluded Real Estate Assets) owned on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then such Credit Party, no later than ninety (90) days (or such later date agreed to by the Administrative Agent) following the acquisition of such Material Real Estate Asset or such discovery, will take all such actions and execute and deliver, or cause to be executed and delivered, all such applicable Mortgages covering, among other things, such interest in real property (in form and substance reasonably acceptable provided that to the Borrower and Administrative Agentextent any property to be subject to a Mortgage is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar tax, if such tax will be owed on the entire amount of the indebtedness evidenced hereby, the Collateral Agent will, to the extent permitted by applicable law, limit the amount secured by the Mortgage to the fair market value of the Material Real Estate Asset at the time the Mortgage is entered into if such limitation results in such tax being calculated based upon such fair market value), endorsements to title insurance policies (and endorsements thereto reasonably requested by the Collateral Agent and to the extent available in the applicable jurisdiction and such at reasonable cost (provided that any title insurance policies amounts shall be in an amount not to exceed the reasonably ascertainably fair market value (determined in good faith by the Borrower) of the applicable Material Real Estate Asset covered thereby)Asset) based on readily available information, appraisals (only solely to the extent required by lawunder the Financial Institutions Reform Recovery and Enforcement Act of 1989), Phase I environmental assessmentsassessments (to the extent reasonably requested by the Collateral Agent), A. L. T. A. A.L.T.A. survey plans (but provided that new or updated surveys will not be required if an existing survey survey, ExpressMap or other similar documentation is available or zip map, express map or similar map and is available in sufficient for the applicable jurisdiction and, in either case, title insurer to provide full survey coverage is available for and issue the survey-based endorsements attached to the title insurance policies without the need for such new or updated surveys and provided further this foregoing requirement shall only be in connection surveys), “Life-of Loan” Federal Emergency Management Agency Standard Flood Hazard Determinations under Regulation H of the Federal Reserve Board (together with evidence of flood insurance for any improved Material Real Estate Asset located in a flood hazard area to the United Statesextent required by the Flood Insurance Laws, and in accordance with Section 5.5(b) hereof), flood determination certificates, customary local counsel legal opinions and certificates that the Administrative Agent will, in each case, will reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and perfected lien and security interest in such Material Real Estate Assets. Notwithstanding , with each of the foregoing, the parties hereto acknowledge foregoing documents in form and agree that at least twenty (20) days prior substance reasonably satisfactory to the execution and delivery of any Mortgage, the Lenders shall have received (which may be via electronic delivery) all flood determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Material Real Estate Asset reasonably sufficient to evidence compliance with Flood Insurance LawsCollateral Agent.

Material Real Estate Assets. In the event that any Credit Loan Party acquires a Material Real Estate Asset located in the United States or an Executive Officer of the Borrower discovers that a Real Estate Asset owned on by any Loan Party and located in the Closing Date United States becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, then such Credit Loan Party, no later than ninety 90 days after acquiring such Material Real Estate Asset, or no later than 90 days after such Real Estate Asset becomes a Material Real Estate Asset (90provided, that no such actions shall be required with respect to any Material Real Estate Assets owned by any Liberty Parties until the date that is 90 days after the Liberty Trigger Date) days (in each case, or such later date as may be agreed to by the Administrative Agent) following the acquisition of such Material Real Estate Asset or such discovery), will shall take all such actions and execute and deliver, or cause to be executed and delivered, all such applicable Mortgages (in form and substance reasonably acceptable to the Borrower and Administrative Agent), endorsements to title insurance policies (to the extent available in the applicable jurisdiction and such title insurance policies shall be in an amount not to exceed the fair market value (determined in good faith by the Borrower) of the Material Real Estate Asset covered thereby), appraisals (only to the extent required by law), Phase I environmental assessments, A. L. T. A. survey plans (but new or updated surveys will not be required if an existing survey is available or zip map, express map or similar map is available in the applicable jurisdiction and, in either case, survey coverage is available for the title insurance policies without the need for such new or updated surveys and provided further this foregoing requirement shall only be in connection with any Material Real Estate Asset located in the United States), flood determination certificates, customary local counsel opinions and certificates that the Administrative Agent will, in each case, reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and perfected security interest in such Material Real Estate Assets. Notwithstanding the foregoing, the parties hereto acknowledge and agree that at least twenty (20) days prior to the execution and delivery of any Mortgage, the Lenders shall have received (which may be via electronic delivery) all flood determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Material Real Estate Asset (i) a Mortgage, (ii) an opinion of counsel in the jurisdiction where such Material Real Estate Asset is located with respect to the enforceability of such Mortgage and such other reasonable and customary matters as the Administrative Agent may reasonably sufficient request, and (iii) a mortgagee policy of title insurance (or a marked up title insurance commitment having the effect of a mortgagee policy of title insurance) issued by a title company reasonably satisfactory to evidence the Administrative Agent, in an amount not less than the fair market value of such Material Real Estate Asset, insuring the Lien of such Mortgage as a valid First Priority security interest on such Material Real Estate Asset (the items set forth in clauses (i), (ii) and (iii), collectively, the “Mortgage Deliverables”). In addition to the foregoing, Lead Borrower shall, at the Administrative Agent’s reasonable request, deliver, from time to time, to the Administrative Agent with respect to each Real Estate Asset with respect to which Administrative Agent has been granted a Lien (w) such appraisals and surveys as are required by law or regulation; provided, however, that in no event shall Lead Borrower be required to deliver an appraisal and survey to the Administrative Agent for a particular Material Real Estate Asset more than once in any given calendar year unless such appraisal and/or survey is at the Administrative Agent’s sole cost, (x) environmental reports, audits and analyses and Phase I or Phase II reports; provided, however, that in no event shall Lead Borrower be required to deliver any such environmental reports, audits and analyses and Phase I or Phase II reports for a particular Material Real Estate Asset more than once in any given calendar year unless either (1) such environmental reports, audits, analyses and Phase I or Phase II reports are at the Administrative Agent’s or the Lenders’ sole cost and expense or (2) the Administrative Agent, in its reasonable and good faith discretion, suspects that Hazardous Materials are being disposed of, produced, stored, handled, treated, released, transported or are otherwise present at a particular Material Real Estate Asset (in such case, such report(s) shall be at Borrowers’ sole cost and expense); provided, further, that the Lead Borrower shall not be required to deliver any Phase II report unless the Administrative Agent, in its reasonable and good faith discretion, suspects that Hazardous Materials are being disposed of, produced, stored, handled, treated, released, transported or are otherwise present at a particular Material Real Estate Asset, (y) if such Real Estate Asset is not located in a Flood Zone, a completed Flood Certificate from a third party vendor in compliance with the Flood Insurance LawsProgram, and (z) if such Real Estate Asset is located in a Flood Zone, (1) a completed Flood Certificate from a third party vendor in compliance with the Flood Program, (2) written acknowledgement from the Lead Borrower that it received notification from the Administrative Agent that such Real Estate Asset is located within a Flood Zone and indicating whether the community in which such Real Estate Asset is located is participating in the Flood Program, (3) if such Real Estate Asset is located in a community participating in the Flood Program, evidence that the Loan Parties have complied with the insurance requirements set forth in Section 5.05(b), and (4) such additional coverage as required by Administrative Agent, if any, under supplemental private insurance policies in an amount reasonably required by Administrative Agent. Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document, in no event shall any Loan Party be required to deliver Mortgage Deliverables with respect to any Real Estate Asset that is not a Material Real Estate Asset.

Material Real Estate Assets. In the event that With respect to any Credit Party acquires a Material Real Estate Asset or an Executive Officer that is (or, to the knowledge of the Borrower discovers that a Real Estate Asset owned on the Closing Date becomes any Credit Party, becomes) a Material Real Estate Asset and is at any time owned by a Credit Party (whether by increase in value, acquisition of such interest has not otherwise been made Real Estate Asset or the owner of such Real Estate Asset becoming a Credit Party, or otherwise), provide prompt notice thereof to the Administrative Agent (but in any event within five days of such occurrence, or such longer period to which the Administrative Agent may agree in its sole discretion) and thereafter cause to be delivered to the Administrative Agent and the Collateral Agent promptly (but in any event within sixty days after such acquisition or such longer period as the Administrative Agent may agree in its sole discretion) a Mortgage and such Mortgaged Property Support Documents as the Administrative Agent or the Collateral Agent may reasonably request in order to cause such Material Real Estate Assets to be subject at all times to a first priority, perfected Lien (subject to the Lien of the Collateral Documents Permitted Liens) in favor of the Collateral Agent, Agent for the benefit of the Secured PartiesParties securing the Obligations, then and take all such Credit Partyactions and cause to be delivered all such other documents, no later than ninety (90) days (or such later date agreed to instruments, agreements, opinions and certificates as may be reasonably requested by the Administrative AgentAgent or the Collateral Agent in connection therewith. Promptly following receipt of any notice described in this clause (c) following from the acquisition Borrower or another Credit Party related to a Material Real Estate Asset, the Administrative Agent shall notify the Lenders of the same (such notice, the “Material Real Estate Asset Lender Notice”). On and after the date that is 30 days after the Administrative Agent delivers the Material Real Estate Asset Lender Notice, the Administrative Agent shall be permitted to cause such Material Real Estate Asset or such discovery, will take all such actions and execute and deliver, or cause to be executed and delivered, all mortgaged or otherwise pledged as Collateral hereunder unless it has received written notice from a Lender within such applicable Mortgages (in form and substance reasonably acceptable to the Borrower and Administrative Agent), endorsements to title insurance policies (to the extent available in the applicable jurisdiction and such title insurance policies shall be in an amount 30 day period that it has not to exceed the fair market value (determined in good faith by the Borrower) of the Material Real Estate Asset covered thereby), appraisals (only to the extent required by law), Phase I environmental assessments, A. L. T. A. survey plans (but new or updated surveys will not be required if an existing survey is available or zip map, express map or similar map is available in the applicable jurisdiction and, in either case, survey coverage is available for the title insurance policies without the need for such new or updated surveys and provided further this foregoing requirement shall only be in connection with any Material Real Estate Asset located in the United States), flood determination certificates, customary local counsel opinions and certificates that the Administrative Agent will, in each case, reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and perfected security interest in such Material Real Estate Assets. Notwithstanding the foregoing, the parties hereto acknowledge and agree that at least twenty (20) days prior to the execution and delivery of any Mortgage, the Lenders shall have received (which may be via electronic delivery) all flood determination certifications, acknowledgements and evidence of completed its flood insurance diligence and other flood-related documentation flood insurance compliance with respect to such Material Real Estate Asset reasonably sufficient (it being understood that if the Administrative Agent has received no such written notice from a Lender, then on and after such date the Administrative Agent shall be permitted to evidence assume that each Lender has completed its flood insurance diligence and flood insurance compliance with Flood Insurance Lawsrespect to such Material Real Estate Asset). If any Lender provides such written notice within such 30 day period, (x) such notice shall provide a description of the remaining items necessary to complete such Lender’s diligence and compliance, (y) such Lender shall diligently work to satisfy its remaining requirements in a timely manner, and (z) the Administrative Agent shall not cause the applicable Material Real Estate Asset to be mortgaged or otherwise pledged as Collateral hereunder until on or after the date on which the Administrative Agent receives confirmation from each such Lender that it has completed its flood insurance diligence and flood insurance compliance with respect to such Material Real Estate Asset; provided, further, that if a Lender delivers written notice pursuant to this sentence, a Loan Party shall not be required to mortgage or pledge the applicable Material Real Estate Asset or obtain or deliver any other documentation required under this subsection (c) with respect to such Material Real Estate Asset until the later to occur of (i) the date that is 60 days after the date such Real Estate Asset becomes a Material Real Estate Asset or such Material Real Estate Asset is acquired, as applicable, or (ii) the date that is 30 days after the date on which the Administrative Agent notifies the Borrower that it has received confirmation from each Lender delivering written notice pursuant to this sentence that it has completed its flood insurance diligence and flood insurance compliance with respect to such Material Real Estate Asset, in either case, or such later date as the Administrative Agent may permit in its sole discretion.

Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or an Executive Officer of the Borrower discovers that a Real Estate Asset (other than Excluded Real Estate Assets) owned on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then such Credit Party, no later than ninety (90) days (or such later date agreed to by the Administrative Agent) following the acquisition of such Material Real Estate Asset or such discovery, will take all such actions and execute and deliver, or cause to be executed and delivered, all such applicable Mortgages covering, among other things, such interest in real property (in form and substance reasonably acceptable provided that to the Borrower and Administrative Agentextent any property to be subject to a Mortgage is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar tax, if such tax will be owed on the entire amount of the indebtedness evidenced hereby, the Collateral Agent will, to the extent permitted by applicable law, limit the amount secured by the Mortgage to the fair market value of the Material Real Estate Asset at the time the Mortgage is entered into if such limitation results in such tax being calculated based upon such fair market value), endorsements to title insurance policies (and endorsements thereto reasonably requested by the Collateral Agent and to the extent available in the applicable jurisdiction and such at reasonable cost (provided that any title insurance policies amounts shall be in an amount not to exceed the reasonably ascertainably fair market value (determined in good faith by the Borrower) of the applicable Material Real Estate Asset covered thereby)Asset) based on readily available information, appraisals (only solely to the extent required by lawunder the Financial Institutions Reform Recovery and Enforcement Act of 1989), Phase I environmental assessmentsassessments (to the extent reasonably requested by the Collateral Agent), A. L. T. A. A.L.T.A. survey plans (but provided that new or updated surveys will not be required if an existing survey survey, ExpressMap or other similar documentation is available or zip map, express map or similar map and is available in sufficient for the applicable jurisdiction and, in either case, title insurer to provide full survey coverage is available for and issue the survey-based endorsements attached to the title insurance policies without the need for such new or updated surveys and provided further this foregoing requirement shall only be in connection with any Material Real Estate Asset located in the United Statessurveys), flood determination certificates“Life-of Loan” Federal Emergency Management Agency Standard Flood Hazard Determinations under Regulation H of the Federal Reserve Board, customary local counsel legal opinions and certificates that the Administrative Agent will, in each case, will reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and perfected lien and security interest in such Material Real Estate Assets. Notwithstanding , with each of the foregoing, the parties hereto acknowledge foregoing documents in form and agree that at least twenty (20) days prior substance reasonably satisfactory to the execution and delivery of Collateral Agent, provided that in no event shall any MortgageCredit Party be required to (a) execute any agreement, the Lenders shall have received (which may be via electronic delivery) all flood determination certificationsinstrument or other document, acknowledgements and evidence of flood insurance and complete any filing or take any other flood-related documentation action with respect to such the creation, perfection or maintenance of the Collateral Agent’s interest in any Material Real Estate Asset reasonably sufficient to evidence compliance with Flood Insurance Laws.Asset, in each case in or under the laws of any jurisdiction other than the United States or any State thereof or the District of Columbia or (b) deliver landlord waivers, estoppels or collateral access letters. 133

Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or an Executive Officer of the Borrower discovers that a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then such Credit Party, no later than ninety (90) days (or such later date agreed to by the Administrative Agent) following the acquisition of such Material Real Estate Asset or such discovery, 116 155722702_14171748492_2 will take all such actions and execute and deliver, or cause to be executed and delivered, all such applicable Mortgages (in form and substance reasonably acceptable to the Borrower and Administrative Agent), endorsements to title insurance policies (to the extent available in the applicable jurisdiction and such title insurance policies shall be in an amount not to exceed the fair market value (determined in good faith by the Borrower) of the Material Real Estate Asset covered thereby), appraisals (only to the extent required by law), Phase I environmental assessments, A. L. T. A. survey plans (but new or updated surveys will not be required if an existing survey is available or zip map, express map or similar map is available in the applicable jurisdiction and, in either case, survey coverage is available for the title insurance policies without the need for such new or updated surveys and provided further this foregoing requirement shall only be in connection with any Material Real Estate Asset located in the United States), flood determination certificates, customary local counsel opinions and certificates that the Administrative Agent will, in each case, reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and perfected security interest in such Material Real Estate Assets. Notwithstanding the foregoing, the parties hereto acknowledge and agree that at least twenty (20) days prior to the execution and delivery of any Mortgage, the Lenders shall have received (which may be via electronic delivery) all flood determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Material Real Estate Asset reasonably sufficient to evidence compliance with Flood Insurance Laws.