Common use of MORTGAGE COLLATERAL Clause in Contracts

MORTGAGE COLLATERAL. Promptly and in any event within one hundred twenty (120) days after the date hereof (subject to extension by the Administrative Agent in its sole discretion and without the need for approval from the Requisite Lenders) (the “Mortgage Recording Deadline”), the Borrowers will (a) provide to the Administrative Agent those items required by the definition of Mortgage Collateral Deliverables, and Section 8(h) hereof, and (b) provide to the Administrative Agent reasonably satisfactory evidence of the payment in full of any and all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the issuance of the Mortgage Policy, diligence related to the Mortgage Collateral Deliverables and the recordation of the Mortgage and Assignment of Leases on the Mall. The Administrative Agent may elect to record the Mortgage despite the failure of the Borrowers to deliver all of the Mortgage Collateral Deliverables so long as the items described in clauses (b) and (d) of the definition of Mortgage Collateral Deliverables have been delivered and in such event, the Mall shall be deemed to satisfy the Mortgage Collateral Deliverables requirement. To the extent the Borrowers are unable to either (x) obtain a Mortgage Policy for the Mall or (y) record such Mortgage and Assignment of Leases within such one hundred twenty (120) day period due to the closure of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such one hundred twenty (120) day period for the delivery of such Mortgage Policy and/or to record such Mortgage and Assignment of Leases as reasonably required to account for such closure and without the need for approval from the Requisite Lenders.

MORTGAGE COLLATERAL. Within fifteen (15) days after the date hereof the Borrower will provide to the Administrative Agent the BBA Proposal Package for each Borrowing Base Property and evidence of flood insurance for any Borrowing Base Property that is a Flood Hazard Property. The Borrower will also promptly provide to the Administrative Agent, and in any event not later than fifteen (15) days after the date on which the same shall be requested in writing to the Borrower from the Administrative Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Promptly and in any event within one hundred twenty sixty (12060) days after the date hereof (subject to extension by the Administrative Agent in its sole discretion and without the need for approval from the Requisite Lenders) (the “Mortgage Recording Deadline”), the Borrowers Borrower will (a) cause those Subsidiary Guarantors holding fee and leasehold interests in the Borrowing Base Properties described on Schedule BBP hereto (the “Initial Mortgaged Properties”) to provide to the Administrative Agent Agent, for each Borrowing Base Property, those items required by the definition of Mortgage Collateral DeliverablesDeliverables (other than Appraisals, which shall be delivered within one hundred and twenty (120) days after the date hereof (subject to extension by the Administrative Agent and the PNC Agent in their sole discretion) and shall not be a condition to the recording of the applicable Mortgage), and Section 8(hSections 9(g) and (i) hereof, and (b) provide to the Administrative Agent reasonably satisfactory evidence of the payment in full of any and all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the issuance of the Mortgage PolicyPolicies, Collateral diligence related and the recordation of the Mortgages and Assignments of Leases on the Initial Mortgaged Properties. To the extent that after the Amendment Effective Date and prior to the Mortgage Recording Deadline, (i) any of the Initial Mortgaged Properties fails to satisfy the Borrowing Base Conditions or (ii) the Borrower is unable to deliver the Mortgage Collateral Deliverables for any of the Initial Mortgaged Properties, then the Borrower and the Administrative Agent and the PNC Agent shall agree to substitute one or more different Properties in place of such affected Properties and release the Liens on the affected Properties in accordance with Sections 9.12, 9.15 and 10.15 of the Amended Credit Agreement (except that only the consent of the Administrative Agent and the PNC Agent shall be required for such substitution and release) so long as such substitute Properties have an equal or greater aggregate value (measured by the Annual EBITDA of such Properties for the period of four (4) fiscal quarters ended March 31, 2020) than the affected Properties and satisfy the Borrowing Base Conditions, and for which the Borrower has delivered the Mortgage Collateral Deliverables and the recordation Pledged Collateral Deliverables, as further provided in Section 10.15(b)(ii) of the Mortgage Amended Credit Agreement. In addition, the Administrative Agent and Assignment the PNC Agent may release Surplus Properties from the Borrowing Base Properties in accordance with Section 10.15(b)(i) of Leases on the MallAmended Credit Agreement. The Notwithstanding the foregoing sentence, the Administrative Agent and the PNC Agent may elect to record the Mortgage with respect to a Borrowing Base Property despite the failure of the Borrowers Borrower to deliver all of the Mortgage Collateral Deliverables for such Property so long as the items described in clauses (b) and (d) of the definition of Mortgage Collateral Deliverables have been delivered and in such event, the Mall such Borrowing Base Property shall be deemed to satisfy the Mortgage Collateral Deliverables requirement. To the extent the Borrowers are Borrower is unable to either (x) obtain a Mortgage Policy for the Mall a Borrowing Base Property or (y) record such Mortgage Mortgages and Assignment of Leases within such one hundred twenty sixty (12060) day period due to the closure of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such one hundred twenty sixty (12060) day period for the delivery of such Mortgage Policy and/or to record such Mortgage Mortgages and Assignment of Leases as reasonably required to account for such closure and without the need for approval from the Requisite Lenders.