Common use of Additional Reporting and Delivery Requirements on Completion Date Clause in Contracts

Additional Reporting and Delivery Requirements on Completion Date. (a) As the Property nears Completion, the Construction Agent shall coordinate with the Agent regarding the date to be designated as the Completion Date, and no later than the Completion Date, the Construction Agent shall notify the Agent of the exact date of the Completion Date. (b) Within three Business Days after the Completion Date, the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F- 1 or in such other form as is acceptable to the Agent attaching the temporary certificate of occupancy for the Property and specifying: (i) the address for the Property; (ii) the Completion Date; (iii) the aggregate Property Cost; and (iv) that all representations and warranties of the Credit Parties in each of the Operative Agreements and each certificate delivered pursuant thereto are true and correct in all material respects as of the Completion Date (except representations and warranties which (i) expressly relate solely to an earlier date or time, in which case such representations and warranties were true and correct as of such earlier date or time or (ii) are qualified by materiality or references to Material Adverse Effect, which such representations and warranties shall be true and correct in all respects as of such date). (c) Within thirty (30) days after the Completion Date: (i) the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F‑2 or in such other form as is acceptable to the Agent attaching: (A) detailed, itemized documentation supporting the asserted Property Cost figures; and (B) unconditional waivers of Lien covering all work and materials regarding the Property by the applicable general contractor or any subcontractors or suppliers; (ii) the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Property, each of which shall be in form and substance acceptable to the Agent, in its reasonable discretion: (A) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost and, if endorsed, the endorsement shall not include a title change or exception that has or would reasonably be expected to have a Material Adverse Effect; (B) an as‑built survey for the Property; (C) insurance certificates respecting the Property as required hereunder and under the Lease; (D) at the Lessor’s prior written request, an Appraisal regarding the Property; and (E) with respect to any Lessor Advances not contemplated in the original Construction Budget, including by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary to conform to statutory recording requirements and customary practice under Applicable Law); and (iii) the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall have been paid in an amount required by Applicable Law, subject, however, to the obligations of the Lessor Parties to fund such costs to the extent required pursuant to Section 7.1. (d) The Agent shall have the right to contest the information contained in either of the foregoing Officer’s Certificate (to be delivered pursuant to Sections 5.5(b) and 5.5(c)(i), as applicable), with any such determination made by the Agent in good faith being determinative, absent manifest error; provided that, the Agent and the Construction Agent shall work in good faith to resolve any such contest and, to the extent that the Agent contests the information contained in either such Officer’s Certificate and the Credit Parties are diligently working in good faith with the Agent to resolve any such contest, notwithstanding anything contained herein or in any other Operative Agreement to the contrary, no Event of Default shall be created solely by any such contest for a period not to exceed thirty (30) days from the date the Agent provides written notice to the Construction Agent of such contest; provided, further, that notwithstanding that any such particular contest has not been resolved in such period of thirty (30) days, if it is reasonable to expect that such contest may be subsequently resolved with additional diligent effort by the Credit Parties and the Agent, and to the extent the Credit Parties continue to work diligently in good faith with the Agent to resolve such contest, then the Credit Parties may continue to work with the Agent to resolve such contest for a period of an additional fifteen (15) days; provided, further, if such contest has not been resolved in the period of the additional fifteen (15) days, then the contested information shall constitute a breach of the Construction Agent’s obligation to have delivered such information to the Agent in accordance with the terms of this Agreement.

Additional Reporting and Delivery Requirements on Completion Date. (a) As the Property nears Completion, the Construction Agent shall coordinate with the Agent regarding the date On or prior to be designated as the Completion Date, and no later than the Completion Date, the Construction Agent shall notify the Agent of the exact date of the Completion Date. (b) Within three Business Days after the Completion Date, the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F- 1 E or in such other form as is acceptable satisfactory to the Agent attaching the temporary certificate of occupancy for the Property and specifying: Agent, in its commercially reasonable discretion, specifying (ia) the address for the Property; , (iib) the Completion Date; , (iiic) the aggregate Property Cost; and Cost and (ivd) that all representations every representation and warranties warranty of the each Credit Parties Party contained in each of the Operative Agreements to which it is a party is true and each certificate delivered pursuant thereto are correct on and as of the Completion Date in all material respects, except for any representation or warranty that is qualified by materiality or references Material Adverse Effect, which such representation or warranty shall be true and correct in all respects (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of the Completion Date (except representations and warranties which (i) expressly relate solely to an earlier date or time, in which case such representations and warranties were true and correct as of such earlier date or time or (ii) are date, except for any representation and warranty that is qualified by materiality or references to Material Adverse Effect, which such representations representation and warranties warranty shall be true and correct in all respects as of such earlier date). (c) Within thirty (30) days after . The Agent shall have the right to reasonably contest the information contained in such Officer’s Certificate. Furthermore, on or prior to the Completion Date: (i) the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F‑2 or in such other form as is acceptable to the Agent attaching: (A) detailed, itemized documentation supporting the asserted Property Cost figures; and (B) unconditional waivers of Lien covering all work and materials regarding the Property by the applicable general contractor or any subcontractors or suppliers; (ii) the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Property, each of which shall be in form and substance acceptable to the Agent, in its commercially reasonable discretion: : (Av) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost and, if endorsed, the endorsement shall not include a title change or exception that has or would could reasonably be expected to have a Material Adverse Effect; ; (Bw) an as‑built survey for the Property; ; (Cx) insurance certificates respecting the Property as required hereunder and under the Lease; ; (Dy) at the Lessor’s prior written request, an Appraisal regarding the Property; and and (Ez) with respect to any Lessor Advances not contemplated in the original applicable Construction Budget, including by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the applicable Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary to conform to statutory recording requirements and customary practice under Applicable Law); and (iii) . In addition, on the Completion Date, the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall have been paid in an amount required by Applicable Law, subject, however, to the obligations of the Lessor Parties Lessor, the Mortgage Lenders and the Credit Lenders to fund such costs to the extent required pursuant to Section 7.1. (d) The Agent shall have the right to contest the information contained in either of the foregoing Officer’s Certificate (to be delivered pursuant to Sections 5.5(b) and 5.5(c)(i), as applicable), with any such determination made by the Agent in good faith being determinative, absent manifest error; provided that, the Agent and the Construction Agent shall work in good faith to resolve any such contest and, to the extent that the Agent contests the information contained in either such Officer’s Certificate and the Credit Parties are diligently working in good faith with the Agent to resolve any such contest, notwithstanding anything contained herein or in any other Operative Agreement to the contrary, no Event of Default shall be created solely by any such contest for a period not to exceed thirty (30) days from the date the Agent provides written notice to the Construction Agent of such contest; provided, further, that notwithstanding that any such particular contest has not been resolved in such period of thirty (30) days, if it is reasonable to expect that such contest may be subsequently resolved with additional diligent effort by the Credit Parties and the Agent, and to the extent the Credit Parties continue to work diligently in good faith with the Agent to resolve such contest, then the Credit Parties may continue to work with the Agent to resolve such contest for a period of an additional fifteen (15) days; provided, further, if such contest has not been resolved in the period of the additional fifteen (15) days, then the contested information shall constitute a breach of the Construction Agent’s obligation to have delivered such information to the Agent in accordance with the terms of this Agreement.

Additional Reporting and Delivery Requirements on Completion Date. Within thirty (a30) As the Property nears Completion, the Construction Agent shall coordinate with the Agent regarding the date to be designated as the Completion Date, and no later than the Completion Date, the Construction Agent shall notify the Agent of the exact date of the Completion Date. (b) Within three Business Days days after the Completion DateDate for the Property, the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F- 1 I or in such other form as is reasonably acceptable to the Agent attaching the temporary certificate of occupancy for the Property and specifying: specifying (ia) the address Completion Date for the Property; , (iib) that the Completion Date; Property is capable of operation in a commercially reasonable manner as a Permitted Facility, (iiic) the aggregate Property Cost; and , and (ivd) that all representations and warranties of the Credit Parties Construction Agent and Lessee in each of the Operative Agreements and each certificate delivered pursuant thereto are true and correct in all material respects as of the Completion Date (except representations and warranties which (i) expressly relate solely Date. The Agent shall have the right to an earlier date contest the information contained in such Officer’s Certificate. Furthermore, on or time, in which case such representations and warranties were true and correct as of such earlier date or time or (ii) are qualified by materiality or references prior to Material Adverse Effect, which such representations and warranties shall be true and correct in all respects as of such date). (c) Within thirty (30) days after the Completion Date: (i) Date for the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F‑2 or in such other form as is acceptable to the Agent attaching: (A) detailedProperty, itemized documentation supporting the asserted Property Cost figures; and (B) unconditional waivers of Lien covering all work and materials regarding the Property by the applicable general contractor or any subcontractors or suppliers; (ii) the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Propertyfollowing, each of which shall be in form and substance acceptable to the Agent, in its reasonable discretion: : (Av) a title insurance endorsement regarding the title insurance policy policies delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost and, if endorsed, the endorsement shall not include a title change or exception that has or would reasonably be expected objectionable to have a Material Adverse Effect; the Agent; (Bw) an as‑built ALTA survey for the Property; Property as built, (Cx) insurance certificates respecting the Property as required hereunder and under the Lease; Lease and (Dy) at the Lessor’s prior written request, an Appraisal regarding the Property; and (E) with respect to any Lessor Advances not contemplated in the original Construction Budget, including if reasonably requested by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary amendments to conform to statutory recording requirements and customary practice under Applicable Law); and (iii) the Primary Financing Party Financing Statements executed by the appropriate parties. In addition, on the Completion Date, the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall have been paid in an amount required by Applicable Law, subject, however, to the obligations of the Lessor Parties to fund such costs to the extent required pursuant to Section 7.1applicable law. (d) The Agent shall have the right to contest the information contained in either of the foregoing Officer’s Certificate (to be delivered pursuant to Sections 5.5(b) and 5.5(c)(i), as applicable), with any such determination made by the Agent in good faith being determinative, absent manifest error; provided that, the Agent and the Construction Agent shall work in good faith to resolve any such contest and, to the extent that the Agent contests the information contained in either such Officer’s Certificate and the Credit Parties are diligently working in good faith with the Agent to resolve any such contest, notwithstanding anything contained herein or in any other Operative Agreement to the contrary, no Event of Default shall be created solely by any such contest for a period not to exceed thirty (30) days from the date the Agent provides written notice to the Construction Agent of such contest; provided, further, that notwithstanding that any such particular contest has not been resolved in such period of thirty (30) days, if it is reasonable to expect that such contest may be subsequently resolved with additional diligent effort by the Credit Parties and the Agent, and to the extent the Credit Parties continue to work diligently in good faith with the Agent to resolve such contest, then the Credit Parties may continue to work with the Agent to resolve such contest for a period of an additional fifteen (15) days; provided, further, if such contest has not been resolved in the period of the additional fifteen (15) days, then the contested information shall constitute a breach of the Construction Agent’s obligation to have delivered such information to the Agent in accordance with the terms of this Agreement.

Additional Reporting and Delivery Requirements on Completion Date. (a) As the Property nears Completion, the Construction Agent shall coordinate with the Agent regarding the date to be designated as the Completion Date, and no later than the Completion Date, the Construction Agent shall notify the Agent of the exact date of the Completion Date. (b) Within three Business Days after the Completion Date, the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F- 1 or in such other form as is acceptable to the Agent attaching the temporary certificate of occupancy for the Property and specifying: (i) the address for the Property; (ii) the Completion Date; (iii) the aggregate Property Cost; and (iv) that all representations and warranties of the Credit Parties in each of the Operative Agreements and each certificate delivered pursuant thereto are true and correct in all material respects as of the Completion Date (except representations and warranties which (i) expressly relate solely to an earlier date or time, in which case such representations and warranties were true and correct as of such earlier date or time or (ii) are qualified by materiality or references to Material Adverse Effect, which such representations and warranties shall be true and correct in all respects as of such date).or (c) Within thirty (30) days after the Completion Date: : (i) the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F‑2 F-2 or in such other form as is acceptable to the Agent attaching: : (A) detailed, itemized documentation supporting the asserted Property Cost figures; and and (B) unconditional waivers of Lien covering all work and materials regarding the Property by the applicable general contractor or any subcontractors or suppliers; ; (ii) the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Property, each of which shall be in form and substance acceptable to the Agent, in its reasonable discretion: : (A) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost and, if endorsed, the endorsement shall not include a title change or exception that has or would reasonably be expected to have a Material Adverse Effect; ; (B) an as‑built as-built survey for the Property; ; (C) insurance certificates respecting the Property as required hereunder and under the Lease; ; (D) at the Lessor’s prior written request, an Appraisal regarding the Property; and (E) with respect to any Lessor Advances not contemplated in the original Construction Budget, including by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary to conform to statutory recording requirements and customary practice under Applicable Law); and (iii) the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall have been paid in an amount required by Applicable Law, subject, however, to the obligations of the Lessor Parties to fund such costs to the extent required pursuant to Section 7.1. (d) The Agent shall have the right to contest the information contained in either of the foregoing Officer’s Certificate (to be delivered pursuant to Sections 5.5(b) and 5.5(c)(i), as applicable), with any such determination made by the Agent in good faith being determinative, absent manifest error; provided that, the Agent and the Construction Agent shall work in good faith to resolve any such contest and, to the extent that the Agent contests the information contained in either such Officer’s Certificate and the Credit Parties are diligently working in good faith with the Agent to resolve any such contest, notwithstanding anything contained herein or in any other Operative Agreement to the contrary, no Event of Default shall be created solely by any such contest for a period not to exceed thirty (30) days from the date the Agent provides written notice to the Construction Agent of such contest; provided, further, that notwithstanding that any such particular contest has not been resolved in such period of thirty (30) days, if it is reasonable to expect that such contest may be subsequently resolved with additional diligent effort by the Credit Parties and the Agent, and to the extent the Credit Parties continue to work diligently in good faith with the Agent to resolve such contest, then the Credit Parties may continue to work with the Agent to resolve such contest for a period of an additional fifteen (15) days; provided, further, if such contest has not been resolved in the period of the additional fifteen (15) days, then the contested information shall constitute a breach of the Construction Agent’s obligation to have delivered such information to the Agent in accordance with the terms of this Agreement.

Additional Reporting and Delivery Requirements on Completion Date. (a) As the Property nears Completion, the Construction Agent shall coordinate with the Agent regarding the date to be designated as Respecting Each Property. ------------------------- On the Completion Date, and no later than the Completion Date, the Construction Agent shall notify the Agent of the exact date of the Completion Date. (b) Within three Business Days after the Completion DateDate for each Property, the Construction Agent shall deliver to the Agent (with a copy to counsel for the Agent) an Officer’s 's Certificate in the form attached hereto as EXHIBIT F- 1 or in such other form as is acceptable to Exhibit B specifying (a) the Agent attaching --------- Completion Date for the temporary certificate construction of occupancy for Improvements at the Property and specifying: (i) the address for the Property; (ii) the Completion Date; (iiib) the aggregate Property Cost; and (iv) that all representations and warranties of Cost for the Credit Parties in each of the Operative Agreements and each certificate delivered pursuant thereto are true and correct in all material respects as of the Completion Date (except representations and warranties which (i) expressly relate solely to an earlier date or timeProperty. Such Officer's Certificate shall also include, in which case such representations and warranties were true and correct as of such earlier date or time or (ii) are qualified by materiality or references to Material Adverse Effect, which such representations and warranties shall be true and correct in all respects as of such date). (c) Within thirty (30) days after the Completion Date: (i) the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F‑2 or in such other form as is reasonably acceptable to the Agent attaching: (A) Agent, detailed, itemized documentation supporting the asserted Property Cost figures; and (B) unconditional waivers figures and a certification to the effect that all Improvements have been made in accordance with all applicable material Legal Requirements, in a good and workmanlike manner in accordance with the Plans and Specifications and otherwise in full compliance with the standards and practices of Lien covering all work the Construction Agent with respect to properties and materials regarding the Property improvements owned by the applicable general contractor or any subcontractors or suppliers; (ii) Construction Agent. The Agent shall have the right to contest the information contained in such Officer's Certificate. Furthermore, on the Completion Date for each Property, the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Propertyfollowing, each of which shall be in form and substance reasonably acceptable to the Agent, in its reasonable discretion: : (A) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost and, if endorsed, the endorsement shall not include a title change or exception that has or would reasonably be expected to have a Material Adverse Effect; (Bu) an as‑built as-built survey for the applicable Property; ; (Cv) insurance certificates respecting the Property as required hereunder and under the Lease; Lease Agreement; (Dw) at a Lease Supplement, (x) a memorandum of the Lease and such Lease Supplement (in form suitable for recording), and (y) Lessor Financing Statements executed by the Lessee and the Lessor’s prior written request. In addition, an Appraisal regarding as of the Property; and (E) with respect to any Lessor Advances not contemplated in the original Construction Budget, including by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary to conform to statutory recording requirements and customary practice under Applicable Law); and (iii) Completion Date for such Property the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall be paid (or shall have been paid paid) in an amount required by Applicable Law, subject, however, to the obligations of the Lessor Parties to fund such costs to the extent required pursuant to Section 7.1applicable law. (d) The Agent shall have the right to contest the information contained in either of the foregoing Officer’s Certificate (to be delivered pursuant to Sections 5.5(b) and 5.5(c)(i), as applicable), with any such determination made by the Agent in good faith being determinative, absent manifest error; provided that, the Agent and the Construction Agent shall work in good faith to resolve any such contest and, to the extent that the Agent contests the information contained in either such Officer’s Certificate and the Credit Parties are diligently working in good faith with the Agent to resolve any such contest, notwithstanding anything contained herein or in any other Operative Agreement to the contrary, no Event of Default shall be created solely by any such contest for a period not to exceed thirty (30) days from the date the Agent provides written notice to the Construction Agent of such contest; provided, further, that notwithstanding that any such particular contest has not been resolved in such period of thirty (30) days, if it is reasonable to expect that such contest may be subsequently resolved with additional diligent effort by the Credit Parties and the Agent, and to the extent the Credit Parties continue to work diligently in good faith with the Agent to resolve such contest, then the Credit Parties may continue to work with the Agent to resolve such contest for a period of an additional fifteen (15) days; provided, further, if such contest has not been resolved in the period of the additional fifteen (15) days, then the contested information shall constitute a breach of the Construction Agent’s obligation to have delivered such information to the Agent in accordance with the terms of this Agreement.

Additional Reporting and Delivery Requirements on Completion Date. (a) As the Property nears Completion, the Construction Agent shall coordinate with the Agent regarding the date to be designated as the Completion Date, and no later than the Completion Date, the Construction Agent shall notify the Agent of the exact date of the Completion Date. (b) Within three Business Days after the Completion Date, the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F- 1 or CHAR1\1917164v13 in such other form as is acceptable to the Agent attaching the temporary certificate of occupancy for the Property and specifying: (i) the address for the Property; (ii) the Completion Date; (iii) the aggregate Property Cost; and (iv) that all representations and warranties of the Credit Parties in each of the Operative Agreements and each certificate delivered pursuant thereto are true and correct in all material respects as of the Completion Date (except representations and warranties which (i) expressly relate solely to an earlier date or time, in which case such representations and warranties were true and correct as of such earlier date or time or (ii) are qualified by materiality or references to Material Adverse Effect, which such representations and warranties shall be true and correct in all respects as of such date). (c) Within thirty (30) days after the Completion Date: (i) the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F‑2 F-2 or in such other form as is acceptable to the Agent attaching: (A) detailed, itemized documentation supporting the asserted Property Cost figures; and (B) unconditional waivers of Lien covering all work and materials regarding the Property by the applicable general contractor or any subcontractors or suppliers; (ii) the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Property, each of which shall be in form and substance acceptable to the Agent, in its reasonable discretion: (A) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost and, if endorsed, the endorsement shall not include a title change or exception that has or would reasonably be expected to have a Material Adverse Effect; (B) an as‑built as-built survey for the Property; (C) insurance certificates respecting the Property as required hereunder and under the Lease; (D) at the Lessor’s prior written request, an Appraisal regarding the Property; andand CHAR1\1917164v13 (E) with respect to any Lessor Advances not contemplated in the original Construction Budget, including by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary to conform to statutory recording requirements and customary practice under Applicable Law); and (iii) the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall have been paid in an amount required by Applicable Law, subject, however, to the obligations of the Lessor Parties to fund such costs to the extent required pursuant to Section 7.1. (d) The Agent shall have the right to contest the information contained in either of the foregoing Officer’s Certificate (to be delivered pursuant to Sections 5.5(b) and 5.5(c)(i), as applicable), with any such determination made by the Agent in good faith being determinative, absent manifest error; provided that, the Agent and the Construction Agent shall work in good faith to resolve any such contest and, to the extent that the Agent contests the information contained in either such Officer’s Certificate and the Credit Parties are diligently working in good faith with the Agent to resolve any such contest, notwithstanding anything contained herein or in any other Operative Agreement to the contrary, no Event of Default shall be created solely by any such contest for a period not to exceed thirty (30) days from the date the Agent provides written notice to the Construction Agent of such contest; provided, further, that notwithstanding that any such particular contest has not been resolved in such period of thirty (30) days, if it is reasonable to expect that such contest may be subsequently resolved with additional diligent effort by the Credit Parties and the Agent, and to the extent the Credit Parties continue to work diligently in good faith with the Agent to resolve such contest, then the Credit Parties may continue to work with the Agent to resolve such contest for a period of an additional fifteen (15) days; provided, further, if such contest has not been resolved in the period of the additional fifteen (15) days, then the contested information shall constitute a breach of the Construction Agent’s obligation to have delivered such information to the Agent in accordance with the terms of this Agreement.

Additional Reporting and Delivery Requirements on Completion Date. (a) As the Property nears Completion, the Construction Agent shall coordinate with the Agent regarding the date to be designated as RESPECTING EACH PROPERTY. ------------------------- On the Completion Date, and no later than the Completion Date, the Construction Agent shall notify the Agent of the exact date of the Completion Date. (b) Within three Business Days after the Completion DateDate for each Property, the Construction Agent shall deliver to the Agent (with a copy to counsel for the Agent) an Officer’s 's Certificate in the form attached hereto as EXHIBIT F- 1 or in such other form as is acceptable to Exhibit B specifying (a) the Agent attaching --------- Completion Date for the temporary certificate construction of occupancy for Improvements at the Property and specifying: (i) the address for the Property; (ii) the Completion Date; (iiib) the aggregate Property Cost; and (iv) that all representations and warranties of Cost for the Credit Parties in each of the Operative Agreements and each certificate delivered pursuant thereto are true and correct in all material respects as of the Completion Date (except representations and warranties which (i) expressly relate solely to an earlier date or timeProperty. Such Officer's Certificate shall also include, in which case such representations and warranties were true and correct as of such earlier date or time or (ii) are qualified by materiality or references to Material Adverse Effect, which such representations and warranties shall be true and correct in all respects as of such date). (c) Within thirty (30) days after the Completion Date: (i) the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F‑2 or in such other form as is reasonably acceptable to the Agent attaching: (A) Agent, detailed, itemized documentation supporting the asserted Property Cost figures; and (B) unconditional waivers figures and a certification to the effect that all Improvements have been made in accordance with all applicable material Legal Requirements, in a good and workmanlike manner in accordance with the Plans and Specifications and otherwise in full compliance with the standards and practices of Lien covering all work the Construction Agent with respect to properties and materials regarding the Property improvements owned by the applicable general contractor or any subcontractors or suppliers; (ii) Construction Agent. The Agent shall have the right to contest the information contained in such Officer's Certificate. Furthermore, on the Completion Date for each Property, the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Propertyfollowing, each of which shall be in form and substance reasonably acceptable to the Agent, in its reasonable discretion: : (A) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost and, if endorsed, the endorsement shall not include a title change or exception that has or would reasonably be expected to have a Material Adverse Effect; (Bu) an as‑built as-built survey for the applicable Property; ; (Cv) insurance certificates respecting the Property as required hereunder and under the Lease; Lease Agreement; (Dw) at a Lease Supplement, (x) a memorandum of the Lease and such Lease Supplement (in form suitable for recording), and (y) Lessor Financing Statements executed by the Lessee and the Lessor’s prior written request. In addition, an Appraisal regarding as of the Property; and (E) with respect to any Lessor Advances not contemplated in the original Construction Budget, including by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary to conform to statutory recording requirements and customary practice under Applicable Law); and (iii) Completion Date for such Property the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall be paid (or shall have been paid paid) in an amount required by Applicable Law, subject, however, to the obligations of the Lessor Parties to fund such costs to the extent required pursuant to Section 7.1applicable law. (d) The Agent shall have the right to contest the information contained in either of the foregoing Officer’s Certificate (to be delivered pursuant to Sections 5.5(b) and 5.5(c)(i), as applicable), with any such determination made by the Agent in good faith being determinative, absent manifest error; provided that, the Agent and the Construction Agent shall work in good faith to resolve any such contest and, to the extent that the Agent contests the information contained in either such Officer’s Certificate and the Credit Parties are diligently working in good faith with the Agent to resolve any such contest, notwithstanding anything contained herein or in any other Operative Agreement to the contrary, no Event of Default shall be created solely by any such contest for a period not to exceed thirty (30) days from the date the Agent provides written notice to the Construction Agent of such contest; provided, further, that notwithstanding that any such particular contest has not been resolved in such period of thirty (30) days, if it is reasonable to expect that such contest may be subsequently resolved with additional diligent effort by the Credit Parties and the Agent, and to the extent the Credit Parties continue to work diligently in good faith with the Agent to resolve such contest, then the Credit Parties may continue to work with the Agent to resolve such contest for a period of an additional fifteen (15) days; provided, further, if such contest has not been resolved in the period of the additional fifteen (15) days, then the contested information shall constitute a breach of the Construction Agent’s obligation to have delivered such information to the Agent in accordance with the terms of this Agreement.

Additional Reporting and Delivery Requirements on Completion Date. Within ten (a10) As the Property nears Completion, the Construction Agent shall coordinate with the Agent regarding the date to be designated as the Completion Date, and no later than the Completion Date, the Construction Agent shall notify the Agent of the exact date of the Completion Date. (b) Within three Business Days days after the Completion DateDate for the Property, the Construction Agent shall deliver to the Agent and the Primary Financing Parties an Officer’s 's Certificate in the form attached hereto as EXHIBIT F- 1 Exhibit I or in such other form as is reasonably acceptable to the Agent attaching specifying the temporary certificate of occupancy Completion Date for the Property and specifying: (i) the address aggregate Property Cost for the Property; (ii) the Completion Date; (iii) the aggregate Property Cost; and (iv) , and that all representations and warranties of the Credit Parties Construction Agent and Lessee in each of the Operative Agreements and each certificate delivered pursuant thereto are true and correct in all material respects as of the Completion Date (except representations and warranties which (i) expressly relate solely Date. The Agent shall have the right to an earlier date contest the information contained in such Officer's Certificate. Furthermore, on or time, in which case such representations and warranties were true and correct as of such earlier date or time or (ii) are qualified by materiality or references prior to Material Adverse Effect, which such representations and warranties shall be true and correct in all respects as of such date). (c) Within thirty (30) days after the Completion Date: (i) Date for the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F‑2 or in such other form as is acceptable to the Agent attaching: (A) detailedProperty, itemized documentation supporting the asserted Property Cost figures; and (B) unconditional waivers of Lien covering all work and materials regarding the Property by the applicable general contractor or any subcontractors or suppliers; (ii) the Construction Agent shall deliver or cause to be delivered to the Agent and the Primary Financing Parties (unless previously delivered to the AgentAgent and the Primary Financing Parties) originals of the following relating to the Propertyfollowing, each of which shall be in form and substance acceptable to the Agent, in its reasonable discretion: : (Av) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost (divided between such policy in favor of the Tranche A Note Purchasers and the other policy in favor of the Tranche B Lenders based on the percentages for Advances as set forth in Section 5.2(c)) and, if endorsed, the endorsement shall not include a title change or exception that has or would reasonably be expected objectionable to have a Material Adverse Effect; the Agent; (Bw) an as‑built as-built survey for the Property; , (Cx) insurance certificates respecting the such Property as required hereunder and under the Lease; Lease and (Dy) at the Lessor’s prior written request, an Appraisal regarding the Property; and (E) with respect to any Lessor Advances not contemplated in the original Construction Budget, including if reasonably requested by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary amendments to conform to statutory recording requirements and customary practice under Applicable Law); and (iii) the Lessor Financing Statements executed by the appropriate parties. In addition, on the Completion Date, the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument Instruments shall have been paid in an amount required by Applicable Lawapplicable law, subject, however, to the obligations of the Lessor Parties to fund obligation that such costs be funded from Tranche A Proceeds or Tranche B Loans to the extent required pursuant to Section 7.1. (d) The Agent shall have the right to contest the information contained in either of the foregoing Officer’s Certificate (to be delivered pursuant to Sections 5.5(b) and 5.5(c)(i), as applicable), with any such determination made by the Agent in good faith being determinative, absent manifest error; provided that, the Agent and the Construction Agent shall work in good faith to resolve any such contest and, to the extent that the Agent contests the information contained in either such Officer’s Certificate and the Credit Parties are diligently working in good faith with the Agent to resolve any such contest, notwithstanding anything contained herein or in any other Operative Agreement to the contrary, no Event of Default shall be created solely by any such contest for a period not to exceed thirty (30) days from the date the Agent provides written notice to the Construction Agent of such contest; provided, further, that notwithstanding that any such particular contest has not been resolved in such period of thirty (30) days, if it is reasonable to expect that such contest may be subsequently resolved with additional diligent effort by the Credit Parties and the Agent, and to the extent the Credit Parties continue to work diligently in good faith with the Agent to resolve such contest, then the Credit Parties may continue to work with the Agent to resolve such contest for a period of an additional fifteen (15) days; provided, further, if such contest has not been resolved in the period of the additional fifteen (15) days, then the contested information shall constitute a breach of the Construction Agent’s obligation to have delivered such information to the Agent in accordance with the terms of this Agreement.

Additional Reporting and Delivery Requirements on Completion Date. Within thirty (a30) As days after the Completion Date for the Property nears Completion, the Construction Agent shall coordinate with the Agent regarding the date to be designated as the Completion Date, and (but in no event later than the Completion Date, Date for the Construction Agent shall notify the Agent of the exact date of the Completion Date. (b) Within three Business Days after the Completion DateProperty), the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F- 1 I or in such other form as is reasonably acceptable to the Agent attaching the temporary certificate of occupancy for the Property and specifying: specifying (ia) the address Completion Date for the Property; , (iib) that the Completion Date; Property is capable of operation in a commercially reasonable manner as a Permitted Facility, (iiic) the aggregate Property Cost; and , and (ivd) that all representations and warranties of the Credit Parties Construction Agent and Lessee in each of the Operative Agreements and each certificate delivered pursuant thereto are true and correct in all material respects as of the Completion Date (except representations and warranties which (i) expressly relate solely Date. The Agent shall have the right to an earlier date contest the information contained in such Officer’s Certificate. Furthermore, on or time, in which case such representations and warranties were true and correct as of such earlier date or time or (ii) are qualified by materiality or references prior to Material Adverse Effect, which such representations and warranties shall be true and correct in all respects as of such date). (c) Within thirty (30) days after the Completion Date: (i) Date for the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F‑2 or in such other form as is acceptable to the Agent attaching: (A) detailedProperty, itemized documentation supporting the asserted Property Cost figures; and (B) unconditional waivers of Lien covering all work and materials regarding the Property by the applicable general contractor or any subcontractors or suppliers; (ii) the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Propertyfollowing, each of which shall be in form and substance acceptable to the Agent, in its reasonable discretion: : (Av) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost (divided between such policy in favor of the Lenders and the Lessor based on the percentages for Advances as set forth in Section 5.2(c)) and, if endorsed, the endorsement shall not include a title change or exception that has or would reasonably be expected objectionable to have a Material Adverse Effect; the Agent; (Bw) an as‑built ALTA survey for the Property; Property as built, (Cx) insurance certificates respecting the Property as required hereunder and under the Lease; Lease and (Dy) at the Lessor’s prior written request, an Appraisal regarding the Property; and (E) with respect to any Lessor Advances not contemplated in the original Construction Budget, including if reasonably requested by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary amendments to conform to statutory recording requirements and customary practice under Applicable Law); and (iii) the Primary Financing Party Financing Statements executed by the appropriate parties. In addition, on the Completion Date, the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall have been paid in an amount required by Applicable Law, subject, however, to the obligations of the Lessor Parties to fund such costs to the extent required pursuant to Section 7.1applicable law. (d) The Agent shall have the right to contest the information contained in either of the foregoing Officer’s Certificate (to be delivered pursuant to Sections 5.5(b) and 5.5(c)(i), as applicable), with any such determination made by the Agent in good faith being determinative, absent manifest error; provided that, the Agent and the Construction Agent shall work in good faith to resolve any such contest and, to the extent that the Agent contests the information contained in either such Officer’s Certificate and the Credit Parties are diligently working in good faith with the Agent to resolve any such contest, notwithstanding anything contained herein or in any other Operative Agreement to the contrary, no Event of Default shall be created solely by any such contest for a period not to exceed thirty (30) days from the date the Agent provides written notice to the Construction Agent of such contest; provided, further, that notwithstanding that any such particular contest has not been resolved in such period of thirty (30) days, if it is reasonable to expect that such contest may be subsequently resolved with additional diligent effort by the Credit Parties and the Agent, and to the extent the Credit Parties continue to work diligently in good faith with the Agent to resolve such contest, then the Credit Parties may continue to work with the Agent to resolve such contest for a period of an additional fifteen (15) days; provided, further, if such contest has not been resolved in the period of the additional fifteen (15) days, then the contested information shall constitute a breach of the Construction Agent’s obligation to have delivered such information to the Agent in accordance with the terms of this Agreement.