REA Clause Samples

REA. Each REA is in full force and effect and neither Borrower nor, to Borrower’s actual knowledge, any other party to the REA, is in default in any material respect thereunder, and to the best of Borrower’s actual knowledge, there are no conditions which, with the passage of time or the giving of notice, or both, would constitute a material default thereunder. To Borrower’s actual knowledge, no REA has been modified, amended or supplemented except as disclosed in any Title Insurance Policy.

REA. Borrower agrees that without the prior consent of Lender, Borrower will not execute modifications to the REA if such modifications will have a material adverse effect on the use, operation or value (including the Net Operating Income) of the Property, taken as a whole, or the ability of Borrower to pay its Obligations in respect of the Loan.

REA. Borrower agrees that without the prior consent of Lender, Borrower shall not execute modifications to any REA if such modifications will have an Individual Material Adverse Effect on the affected Individual Property. Without limiting the generality of the foregoing, Borrower shall not, without the prior written consent of Lender, take (and hereby assigns to Lender any right it may have to take) any action to terminate, surrender, or accept any termination or surrender of, any REA. Borrower shall pay all charges and other sums to be paid by Borrower pursuant to the terms of any REA as the same shall become due and payable and prior to the expiration of any applicable grace period therein provided. Borrower shall comply, in all material respects, with all of the terms, covenants and conditions on Borrower’s part to be complied with pursuant to terms of any REA. Borrower shall take all actions as may be necessary from time to time to preserve and maintain the REA’s in accordance with applicable laws, rules and regulations. Borrower shall enforce, in a commercially reasonably manner, the obligations to be performed by the parties to the REA (other than Borrower). Borrower shall promptly furnish to Lender any notice of default or other communication delivered in connection with any REA by any party to any such REA or any third party other than routine correspondence and invoices. Borrower shall not assign (other than to Lender) or encumber its rights under any REA.

REA. The Borrower hereby covenants and agrees with Lender with respect to the REA as follows: (a) To the extent of Borrower’s rights to approve or authorize the same, Borrower shall not, without Lender’s prior written consent, amend, modify or supplement, or consent to the amendment, modification or supplementation of the REA except that Lender shall not unreasonably withhold, condition or delay its consent to any amendment or modification which will not have a material adverse effect on the use, value or operation of the Property or Borrower’s ability to pay the Monthly Debt Service Payment Amount including the payment due on the Maturity Date and as to any such amendment, modification or supplementation so consented to by Lender, Lender shall subordinate the provisions of the Loan Documents thereto in form and substance reasonably acceptable to Borrower and Lender; (b) Borrower shall pay all charges and other sums to be paid by Borrower pursuant to the terms of the REA as the same shall become due and payable and prior to the expiration of any applicable grace period therein provided. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any charges required to be paid by Borrower pursuant to the REA, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of the REA and any other instrument to which Borrower is subject or by which the Property is bound and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances in all material respects; (iii) the Property and no part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) the REA will not be in danger of being terminated; (v) Borrower shall promptly upon final determination thereof pay the amount of any such charges, together with all costs, interest and penalties which may be payable in connection therewith; (vi) such proceeding shall suspend the collection of such charges from Borrower and the Property; and (vii) Borrower shall furnish such security, if and as may be reasonably required in the proceeding to insure the payment of any such charges, together with all inter...

REA. No Borrower shall: (a) enter into, terminate, or modify any REA in any material respect without Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; or (b) fail to enforce, comply with, or cause each of the parties to the REA to comply with all of the material economic terms and conditions contained in any REA.

REA. The Contractor shall promptly, and before conditions are disturbed, give written notice to the KO. The KO shall investigate the site conditions to determine if the site conditions materially so differ that the change affects the Contractor’s cost or schedule. The KO shall provide written determination of its findings to the Contractor. The Contractor shall only perform work after receiving written guidance from the KO. The contractor may be compensated based on the validity of the effort expended. Reimbursement is based on expensed funds which are substantiated with documentation (e.g. receipts, bills, certified payrolls, etc.). An exception to the requirement of prior KO coordination and approval may be for the contractor to take immediate action in the event of a critical and or eminent life, health, and or safety emergency. These exceptions should be rare and any attempt to utilize them for actions which would be preventable with proper planning, coordination, and or approval may result in the contractor's "at risk" actions NOT being reimbursed by the Government. This action may result in a contract modification.

REA. Subject to Clause 6.7, each of REA and REA Listco shall not, and shall procure that each of their respective Subsidiaries shall not (x) for so long as either the TPG Investor Entities (as a group) and/or their Affiliates or the KKR Investor and/or its Affiliates hold more than 15 per cent of the issued share capital of the Company or, if earlier, (y) until the date falling 18 months after the date REA ceases to be a Shareholder, carry on, be engaged in or own shares or securities in an entity that carries on or is engaged in, directly or indirectly: (i) the provision of internet based platforms for: (a) persons or companies interested, for commercial or for private purposes, in selling, acquiring, renting or leasing real estate, or generalist classifieds including real estate, and (b) comparing and securing property loans and personal finance related to a property transaction for private consumers and business; or (ii) the provision of online mortgage, insurance, data and/or analytics software to the property industry or to businesses that operate in, or consumers of such services within, the property industry, in each case, in any of the Restricted Territories (the “REA Restricted Business”).

REA. The term “REA” shall mean that certain Reciprocal Easement Agreement dated as of September 16, 2013, recorded September 17, 2013 as Document Number 22388099 in the Official Records of Santa C▇▇▇▇, as amended by that certain First Amendment to Reciprocal Easement Agreement dated as of August 28, 2014, recorded September 15, 2014 as Document Number 22706166 in the Official Records of Santa C▇▇▇▇, a copy of which is attached hereto as Exhibit F.

REA. Borrower hereby represents and warrants to Lender with respect to the REA: (a) Borrower is a party to the REA and, to the best of Borrower’s knowledge, after due inquiry, the REA is in full force and effect and has not been amended or modified and Borrower’s interest therein has not been assigned pursuant to any assignment which survives the Closing Date except the assignment to Lender pursuant to the Loan Documents. (b) Borrower is not in default under the REA and, to the best of Borrower’s knowledge, no other party to the REA is in default thereunder and there is no existing condition which, but for the passage of time or the giving of notice or both, could result in a default under the REA. (c) To the best of Borrower’s knowledge, after due inquiry, the current addresses to which notices are sent to Borrower or any other party to the REA are correctly set forth in the REA. (d) There are no set-offs, claims, counterclaims or defenses being asserted or capable of being asserted after giving the requisite notice, if any, required under the REA or otherwise known by Borrower or any other party to the REA for the enforcement of the obligations of any party under the REA. (e) There are no Liens capable of being asserted for amounts due under the provisions of the REA which, if unpaid, may be asserted as a Lien prior to the Lien of the Security Instrument. (f) All common charges and other sums due from Borrower under the REA have been paid to the extent they are payable on or prior to the date hereof. (g) Lender is a “Mortgagee” for purposes of the REA and is entitled to all rights of a “Mortgagee” or holder of a “Mortgage” as defined in the REA.