Common use of Additional Mortgaged Properties Clause in Contracts

Additional Mortgaged Properties. Either (x) the Borrower and the Management Company shall have taken and completed all of the following actions with respect to each of the last five locations described on Annex III hereto which is a Mortgaged Property as of the Closing Date, or (y) the Borrower shall have failed to complete any of the actions specified in clause (ii) or (iii) below, but otherwise shall have completed all of the other actions specified below, in which event the provisions of section 5.2 shall become effective: (i) duly executed and caused to be filed for record in the real property records of the county in which the affected real property encumbered thereby is located its Mortgage, its Lease Assignment and such Uniform Commercial Code financing statements as the Administrative Agent may deem necessary or appropriate to create and/or to perfect the first and paramount lien and security interest in favor of the Administrative Agent in the real and personal property described therein; (ii) furnished to the Administrative Agent an original loan policy of title insurance (ALTA 1970 Form B) issued by a title insurance company satisfactory to the Administrative Agent (the "TITLE COMPANY"), insuring, in amounts (taking into account the Appraised Values of the respective Mortgaged Properties), on terms and with such affirmative coverages or endorsements as the Administrative Agent may require (including but not limited to the so-called "revolving credit" and "variable rate" endorsements and such facultative direct-access reinsurance treaties as the Administrative Agent may require), that each such Mortgage is a valid first lien upon the real property encumbered thereby, subject only to such exceptions or matters affecting title as the Administrative Agent may approve in writing; (iii) furnished to the Administrative Agent a current as-built survey showing such matters as may be required by the Administrative Agent, which survey shall be: (A) acceptable in form and content to the Administrative Agent; (B) certified to the Administrative Agent and the Title Company; and (C) prepared by a registered surveyor acceptable to the Administrative Agent in accordance with the minimum standard detail requirements for ALTA/ACSM Title Surveys, so as to eliminate any and all "survey exceptions" from the title insurance policies described above, and containing (1) a note as to the zoning classification of the subject property; and (2) a statement of whether the subject property is located in a flood hazard zone and, if applicable, the Flood Map panel number, suffix, map date and zone for the subject property; and (iv) provided to the Administrative Agent a current rent-roll for each Mortgaged Property. In addition, the Borrower shall have paid all costs and expenses payable in connection with all of the actions taken pursuant to this section 5.1(g), including but not limited to (x) all mortgage, intangibles or similar taxes or fees, however characterized, payable in respect of this Agreement, the execution and delivery of the Notes, any of the Mortgages or any of the other Loan Documents or the recording of any of the same; and (y) all expenses and premiums of the Title Company in connection with the issuance of such policies of title insurance and to all costs and expenses required for the recording of the Mortgages or any other Loan Documents in the appropriate public records.

Additional Mortgaged Properties. Either (x) the Borrower and the Management Company shall have taken and completed all may at any time cause Property Owner to acquire an Encumbered Property that is a hotel owned as of the following actions date hereof by a direct or indirect subsidiary of the Operating Partnership and with respect to each of the last five locations described on Annex III hereto which is all Encumbered Property Indebtedness shall have been repaid, whereupon such Encumbered Property shall become a Mortgaged Property as for all purposes hereunder and shall be directly and/or indirectly encumbered by the liens of the Closing DateLoan Documents and the Mortgage Loan Documents (each, or (y) an “Additional Mortgaged Property”), provided that the Borrower shall have failed to complete any of the actions specified in clause (ii) or (iii) below, but otherwise shall have completed all of the other actions specified below, in which event the provisions of section 5.2 shall become effectivefollowing conditions are satisfied: (i) duly executed and caused to be filed for record in the real property records of the county in which the affected real property encumbered thereby is located its Mortgage, its Lease Assignment and such Uniform Commercial Code financing statements as the Administrative Agent may deem necessary or appropriate to create and/or to perfect the first and paramount lien and security interest in favor of the Administrative Agent in the real and personal property described therein;Rating Confirmation shall have been received with respect thereto. (ii) furnished to the Administrative Agent an original loan policy Mortgage Lender and each Junior Mezzanine Lender and each holder of title insurance (ALTA 1970 Form B) issued by a title insurance company satisfactory to the Administrative Agent (the "TITLE COMPANY"), insuring, in amounts (taking into account the Appraised Values any portion of the respective Mortgaged Properties), on terms and with such affirmative coverages or endorsements as the Administrative Agent may require (including but Loan not limited to the so-called "revolving credit" and "variable rate" endorsements and such facultative direct-access reinsurance treaties as the Administrative Agent may require), that each such Mortgage is contained in a valid first lien upon the real property encumbered thereby, subject only to such exceptions or matters affecting title as the Administrative Agent may approve Securitization shall have consented thereto in writing;. (iii) furnished to Lender shall have reasonably determined that the Administrative Agent a current as-built survey showing such matters as may be required by the Administrative Agent, which survey shall be: (A) acceptable in form and content to the Administrative Agent; (B) certified to the Administrative Agent and the Title Company; and (C) prepared by a registered surveyor acceptable to the Administrative Agent in accordance with the minimum standard detail requirements for ALTA/ACSM Title Surveys, so as to eliminate any and all "survey exceptions" from the title insurance policies described above, and containing (1) a note as to the zoning classification of the subject property; and (2) a statement of whether the subject property is located Additional Mortgaged Property would not result in a flood hazard zone anddecrease in Net Operating Income or expose Borrower, if applicable, the Flood Map panel number, suffix, map date and zone for the subject property; andProperty Owner or Lender to any material contingent liabilities (unless adequate reserves are maintained with Lender in respect thereof). (iv) provided to Lender shall have received a final current Appraisal of the Administrative Agent a current rent-roll for each Additional Mortgaged Property. In additionThe Aggregate Allocated Loan Amount of each Additional Mortgaged Property shall equal 94% of its appraised value, as indicated in such Appraisal. (v) Lender shall have received with respect to each Additional Mortgaged Property an Engineering Report and an Environmental Report, in each case in form and from a third party reasonably acceptable to Lender and containing reasonably acceptable reliance language; and Borrower shall have deposited, or caused to be deposited, into the “Deferred Maintenance and Environmental Escrow Account” (under and as defined in the Mortgage Loan Agreement) an amount equal to 125% of the aggregate cost of all items specified in such Engineering Report and Environmental Report as requiring near-term remediation, as reasonably determined by Lender. (vi) With respect to each Additional Mortgaged Property, Borrower shall have (x) caused to be executed and delivered to Mortgage Lender a Mortgage (which shall be recorded in the applicable real property records) and an “Environmental Indemnity” under and as defined in the Mortgage Loan Agreement, (y) executed and delivered to Lender an Environmental Indemnity and (z) authorized, and caused Property Owner and TRS Lessee to have authorized, the filing of all applicable UCC financing statements under the Loan Documents and the Mortgage Loan Documents. Such documents shall be in substantially the form of the corresponding Loan Documents and the Mortgage Loan Documents executed on the Closing Date, with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender or in the case of the Mortgage Loan Documents, Mortgage Lender. Each Mortgage shall secure the entire Mortgage Loan Indebtedness, provided that in the event that the jurisdiction in which the applicable Additional Mortgaged Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount of the Mortgage Loan secured by such Mortgage shall be equal to 125% of such Additional Mortgaged Property’s “Allocated Loan Amount” under and as defined in the Mortgage Loan Agreement. (vii) Lender shall have received a Qualified Survey in respect of the Additional Mortgaged Property, certified to Mortgage Lender and evidencing that all utility services and parking required for the Additional Mortgaged Property are available and that each Additional Mortgaged Property is a separate legal and tax lot. (viii) Lender shall have received in respect of the Additional Mortgaged Property, a Qualified Title Insurance Policy described (x) in clause (i) of the definition thereof, insuring a valid and perfected first mortgage or deed of trust lien on each such Additional Mortgaged Property in favor of Mortgage Lender subject only to exceptions reasonably acceptable to Lender, together with such endorsements as Lender or Mortgage Lender shall reasonably request and (y) in clause (iii) of the definition thereof in form and substance reasonably acceptable to Lender. (ix) Lender shall have received reasonably satisfactory lien searches (including, without limitation, UCC, federal and state tax lien, bankruptcy, judgment and pending litigation searches) with respect to the Additional Mortgaged Property and its prior owner (i.e., the corresponding Encumbered Property Owner). (x) Lender shall have received with respect to the Additional Mortgaged Property a Subordination of Property Management Agreement and a Franchise Comfort Letter, in each case in form and substance reasonably acceptable to Lender, and a copy of the property management agreement and franchise agreement. (xi) Sponsor and the Operating Partnership shall each acknowledge in writing that the Additional Mortgaged Property shall thereafter be a Mortgaged Property for all purposes under the Loan Documents. (xii) Lender shall have received a reasonably satisfactory zoning report, certified to Mortgage Lender and evidencing compliance with all applicable zoning laws in all material respects. (xiii) If the Additional Mortgaged Property is a ground leasehold interest, Lender shall have received a reasonably satisfactory estoppel letter from the ground lessor (containing, inter alia, such provisions as Lender shall require in order to satisfy customary ground lease financeability requirements). (xiv) Lender shall have received such information as it reasonably requires in order to determine the amounts required to be reserved in respect of “Taxes, Ground Rents and Insurance Reserve Account” (under and as defined in the Mortgage Loan Agreement) in respect of the Additional Mortgaged Property (and Borrower shall make, or cause to be made, the appropriate deposit therein pursuant to Sections 3.4(b) of the Mortgage Loan Agreement (determined as if the date Property Owner acquires the Additional Mortgaged Property were the Closing Date) and Section 3.4(c) of the Mortgage Loan Agreement; (xv) Borrower shall certify in writing that the representations and warranties contained in Article IV are true and correct as they apply to the Mortgaged Property, subject to such reasonably acceptable exceptions as Borrower shall disclose to Lender in writing. (xvi) If any portion of the Loan has theretofore been securitized, Lender shall have received a reasonably acceptable REMIC opinion with respect to the addition of the Additional Mortgaged Property to the Collateral. (xvii) Lender shall have received such other legal opinions as Lender shall reasonably request, which shall be in substantially the form of the corresponding opinions delivered in connection with the closing of the Loan on the Closing Date. (xviii) Lender shall have received such other information with respect to the Additional Mortgaged Property as Lender shall reasonably request. (xix) Borrower shall have paid or reimbursed Lender for all reasonable out-of-pocket costs and expenses payable in connection with all of the actions taken pursuant to this section 5.1(g)incurred by Lender (including, including but not limited to (x) all mortgagewithout limitation, intangibles or similar taxes or fees, however characterized, payable in respect of this Agreement, the execution and delivery of the Notes, any of the Mortgages or any of the other Loan Documents or the recording of any of the same; and (y) all expenses and premiums of the Title Company in connection with the issuance of such policies of title insurance and to all costs and expenses required for the recording of the Mortgages Rating Agencies and the Servicer, and reasonable attorneys fees and disbursements), and shall have paid, or any caused to be paid, all applicable recording charges, filing fees, taxes or other Loan Documents in the appropriate public recordsexpenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes).

Additional Mortgaged Properties. Either (x) From time to time during the Borrower and term of this Agreement following the Management Company Lead Borrower’s written request, the Administrative Agent shall have taken and completed all accept one or more Real Properties into the Pool as Collateral upon the satisfaction of the following actions with respect to each of the last five locations described on Annex III hereto which is a Mortgaged Property as of the Closing Date, or (y) the Borrower shall have failed to complete any of the actions specified in clause (ii) or (iii) below, but otherwise shall have completed all of the other actions specified belowconditions, in which event the provisions of section 5.2 shall become effective: (i) duly executed and caused to be filed for record in the real property records of the county in which the affected real property encumbered thereby is located its Mortgage, its Lease Assignment and such Uniform Commercial Code financing statements as the Administrative Agent may deem necessary or appropriate to create and/or to perfect the first and paramount lien and security interest in favor of the Administrative Agent in the real and personal property described therein; (ii) furnished to the Administrative Agent an original loan policy of title insurance (ALTA 1970 Form B) issued by a title insurance company satisfactory manner reasonably acceptable to the Administrative Agent (or the "TITLE COMPANY")Required Lenders or each Lender, insuring, where indicated): (i) The Borrower (or applicable Credit Party) shall have satisfied all of requirements set forth in amounts (taking into account the Appraised Values definition of the respective Mortgaged Properties), on terms Property and with such affirmative coverages or endorsements in Section 5.12(a) as the Administrative Agent may require (including but not limited to the so-called "revolving credit" and "variable rate" endorsements and such facultative direct-access reinsurance treaties as the Administrative Agent may require), that each such Mortgage is a valid first lien upon the real property encumbered thereby, subject only to such exceptions or matters affecting title as the Administrative Agent may approve in writing;real estate. 2473644.9 (iiiii) furnished The Borrower shall have delivered to the Administrative Agent a current as-built survey showing Compliance Certificate evidencing compliance with Section 5.02 and Section 5.12 after giving effect to such matters as may be required by the Administrative Agent, which survey shall be: (A) acceptable in form and content to the Administrative Agent; (B) certified to the Administrative Agent and the Title Company; and (C) prepared by a registered surveyor acceptable to the Administrative Agent in accordance with the minimum standard detail requirements for ALTA/ACSM Title Surveys, so as to eliminate any and all "survey exceptions" from the title insurance policies described above, and containingaddition. (1iii) a note as to the zoning classification of the subject property; and (2) a statement of whether the subject property is located in a flood hazard zone and, if applicable, the Flood Map panel number, suffix, map date and zone for the subject property; and (iv) provided The Borrower shall have delivered to the Administrative Agent a current rent-roll for each Mortgaged Property. In additioncertification that the Real Property is free of any material environmental, the structural, architectural, mechanical or title defects. (iv) The Borrower shall have paid pay or reimburse the Administrative Agent for all reasonable legal fees and expenses and other costs and expenses payable in connection with all of the actions taken pursuant to this section 5.1(g), including but not limited to (x) all mortgage, intangibles or similar taxes or fees, however characterized, payable in respect of this Agreement, the execution and delivery of the Notes, any of the Mortgages or any of the other Loan Documents or the recording of any of the same; and (y) all expenses and premiums of the Title Company incurred by Administrative Agent in connection with the issuance additional Mortgaged Property. (v) The Administrative Agent shall give the Borrower prompt written notice of its determination with respect to the admission or rejection of any Real Property as a Mortgaged Property. To the extent that an Real Property does not meet the requirements to qualify as a Mortgaged Property, as defined, the Borrower may nevertheless request that such Real Property be included as a Mortgaged Property and the Required Lenders may, in their sole and absolute discretion, agree to the acceptance of such policies Real Property as an additional Mortgaged Property, provided that in all instance all internal flood insurance regulatory diligence and requirements of title insurance and to all costs and expenses required for the recording of the Mortgages or any other Loan Documents in the appropriate public records.each Lender must be satisfied

Additional Mortgaged Properties. Either (x) the Borrower and the Management Company shall have taken and completed all may at any time acquire an Encumbered Property that is a hotel owned as of the following actions date hereof by a direct or indirect subsidiary of the Operating Partnership and with respect to each of the last five locations described on Annex III hereto which is all Encumbered Property Indebtedness shall have been repaid, whereupon such Encumbered Property shall become a Mortgaged Property as for all purposes hereunder and shall be encumbered by the liens of the Closing DateLoan Documents (an “Additional Mortgaged Property”), or (y) provided that the Borrower shall have failed to complete any of the actions specified in clause (ii) or (iii) below, but otherwise shall have completed all of the other actions specified below, in which event the provisions of section 5.2 shall become effectivefollowing conditions are satisfied: (i) duly executed and caused to be filed for record in the real property records of the county in which the affected real property encumbered thereby is located its Mortgage, its Lease Assignment and such Uniform Commercial Code financing statements as the Administrative Agent may deem necessary or appropriate to create and/or to perfect the first and paramount lien and security interest in favor of the Administrative Agent in the real and personal property described therein;Rating Confirmation shall have been received with respect thereto. (ii) furnished to the Administrative Agent an original loan policy each Mezzanine Lender and each holder of title insurance (ALTA 1970 Form B) issued by a title insurance company satisfactory to the Administrative Agent (the "TITLE COMPANY"), insuring, in amounts (taking into account the Appraised Values any portion of the respective Mortgaged Properties), on terms and with such affirmative coverages or endorsements as the Administrative Agent may require (including but Loan not limited to the so-called "revolving credit" and "variable rate" endorsements and such facultative direct-access reinsurance treaties as the Administrative Agent may require), that each such Mortgage is contained in a valid first lien upon the real property encumbered thereby, subject only to such exceptions or matters affecting title as the Administrative Agent may approve Securitization shall have consented thereto in writing;. (iii) furnished to Lender shall have reasonably determined that the Administrative Agent a current as-built survey showing such matters as may be required by the Administrative Agent, which survey shall be: (A) acceptable in form and content to the Administrative Agent; (B) certified to the Administrative Agent and the Title Company; and (C) prepared by a registered surveyor acceptable to the Administrative Agent in accordance with the minimum standard detail requirements for ALTA/ACSM Title Surveys, so as to eliminate any and all "survey exceptions" from the title insurance policies described above, and containing (1) a note as to the zoning classification of the subject property; and (2) a statement of whether the subject property is located Additional Mortgaged Property would not result in a flood hazard zone and, if applicable, the Flood Map panel number, suffix, map date and zone for the subject property; anddecrease in Net Operating Income or expose Borrower or Lender to any material contingent liabilities (unless adequate reserves are maintained with Lender in respect thereof). (iv) provided to Lender shall have received a final current Appraisal of the Administrative Agent a current rent-roll for each Additional Mortgaged Property. In additionThe Aggregate Allocated Loan Amount of each Additional Mortgaged Property shall equal 94% of its appraised value, as indicated in such Appraisal. (v) Lender shall have received with respect to each Additional Mortgaged Property an Engineering Report and an Environmental Report, in each case in form and from a third party reasonably acceptable to Lender and containing reasonably acceptable reliance language; and Borrower shall have deposited into the Deferred Maintenance and Environmental Escrow Account an amount equal to 125% of the aggregate cost of all items specified in such Engineering Report and Environmental Report as requiring near-term remediation, as reasonably determined by Lender. (vi) With respect to each Additional Mortgaged Property, Borrower shall have executed and delivered to Lender a Mortgage (which shall be recorded in the applicable real property records) and an Environmental Indemnity, and Borrower shall have authorized the filing of applicable UCC financing statements. Such documents shall be in substantially the form of the corresponding Loan Documents executed on the Closing Date, with such state-specific modifications as shall be recommended by counsel admitted to practice in such state and selected by Lender. Each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the applicable Additional Mortgaged Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Mortgage shall be equal to 125% of such Additional Mortgaged Property’s Allocated Loan Amount. (vii) Lender shall have received a Qualified Survey in respect of the Additional Mortgaged Property, certified to Lender and evidencing that all utility services and parking required for the Additional Mortgaged Property are available and that each the Additional Mortgaged Property is a separate legal and tax lot. (viii) Lender shall have received a Qualified Title Insurance Policy in respect of the Additional Mortgaged Property, insuring a valid and perfected first mortgage or deed of trust lien on each such Additional Mortgaged Property subject only to exceptions reasonably acceptable to Lender, together with such endorsements as Lender shall reasonably request. (ix) Lender shall have received reasonably satisfactory lien searches (including, without limitation, UCC, federal and state tax lien, bankruptcy, judgment and pending litigation searches) with respect to the Additional Mortgaged Property and its prior owner (i.e., the corresponding Encumbered Property Owner). (x) Lender shall have received with respect to the Additional Mortgaged Property a Subordination of Property Management Agreement and a Franchise Comfort Letter, in each case in form and substance reasonably acceptable to Lender, and a copy of the property management agreement and franchise agreement. (xi) Sponsor and the Operating Partnership shall each acknowledge in writing that the Additional Mortgaged Property shall thereafter be a Mortgaged Property for all purposes under the Loan Documents. (xii) Lender shall have received a reasonably satisfactory zoning report, certified to Lender and evidencing compliance with all applicable zoning laws in all material respects. (xiii) If the Additional Mortgaged Property is a ground leasehold interest, Lender shall have received a reasonably satisfactory estoppel letter from the ground lessor (containing, inter alia, such provisions as Lender shall require in order to satisfy customary ground lease financeability requirements). (xiv) Lender shall have received such information as it reasonably requires in order to determine the amounts required to be reserved in respect of Tax, Ground Rents and Insurance Reserve Account in respect of the Additional Mortgaged Property (and Borrower shall make the appropriate deposit therein pursuant to Sections 3.4(b) (determined as if the date Borrower acquires the Additional Mortgaged Property were the Closing Date) and Section 3.4(c); (xv) Borrower shall certify in writing that the representations and warranties contained in Article IV are true and correct as they apply to the Mortgaged Property, subject to such reasonably acceptable exceptions as Borrower shall disclose to Lender in writing. (xvi) If any portion of the Loan has theretofore been securitized, Lender shall have received a reasonably acceptable REMIC opinion with respect to the addition of the Additional Mortgaged Property to the Collateral. (xvii) Lender shall have received such other legal opinions as Lender shall reasonably request, which shall be in substantially the form of the corresponding opinions delivered in connection with the closing of the Loan on the Closing Date. (xviii) Lender shall have received such other information with respect to the Additional Mortgaged Property as Lender shall reasonably request. (xix) Borrower shall have paid or reimbursed Lender for all reasonable out-of-pocket costs and expenses payable in connection with all of the actions taken pursuant to this section 5.1(g)incurred by Lender (including, including but not limited to (x) all mortgagewithout limitation, intangibles or similar taxes or fees, however characterized, payable in respect of this Agreement, the execution and delivery of the Notes, any of the Mortgages or any of the other Loan Documents or the recording of any of the same; and (y) all expenses and premiums of the Title Company in connection with the issuance of such policies of title insurance and to all costs and expenses required for the recording of the Mortgages Rating Agencies and the Servicer, and reasonable attorneys fees and disbursements), and shall have paid all applicable recording charges, filing fees, taxes or any other Loan Documents in the appropriate public recordsexpenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes).