Common use of Appraisal; Final Approval Clause in Contracts

Appraisal; Final Approval. Promptly upon (or, at the Borrower’s request, prior to) giving notice to the Lenders under Section 4.1.(b) that the Administrative Agent is prepared to recommend acceptance of such Property as a Collateral Property, the Administrative Agent shall commission, at the Administrative Agent’s discretion and the Borrower’s expense, an Appraisal of such Property, to be in form and substance satisfactory to the Administrative Agent. Within ten (10) Business Days of receipt of such Appraisal, the Administrative Agent shall review such Appraisal and shall determine the Appraised Value of such Property. If after such review and determination the Administrative Agent is, in its sole discretion, unwilling to recommend acceptance of such Property as a Collateral Property, the Administrative Agent shall promptly notify the Borrower and the Lenders and the consideration by the Administrative Agent and the Lenders of such Property shall cease. If after such review and determination the Administrative Agent remains prepared to recommend acceptance of such Property as a Collateral Property, the Administrative Agent shall forward a copy of such Appraisal to the Lenders together with notice of such Appraised Value. Each Lender shall use reasonable efforts to notify the Administrative Agent in writing whether or not such Lender, in its sole discretion, accepts such Property as a Collateral Property within ten (10) Business Days of the date on which a Lender has received all of the items referred to in this Section 4.1.(c) and the immediately preceding Section 4.1.(b). Such Property shall become a Collateral Property only upon written approval of the Required Approval Lenders and upon execution and delivery by the Borrower to the Administrative Agent of (i) a certificate in form and substance satisfactory to Administrative Agent showing the Collateral Pool Availability after inclusion of such Property as a Collateral Property, (ii) the documents and items described in Section 6.3., and (iii) such other items or documents as the Administrative Agent may reasonably deem to be appropriate under the circumstances, including updates of the documents described in the immediately preceding subsections (b)(i), (b)(ii), (b)(vi), (b)(xi), (b)(xii) and (b)(xvii), and satisfaction of all other closing requirements reasonably imposed by the Administrative Agent.

Appraisal; Final Approval. Promptly upon (or, at the Borrower’s request, prior to) giving notice to the Lenders under Section 4.1.(bthe immediately preceding subsection (b) that the Administrative Agent is prepared to recommend recommends acceptance of such Property as a Collateral Secured Pool Property because it satisfies the requirements of an Eligibility Property, the Administrative Agent shall commission, at the Administrative Agent’s discretion and the Borrower’s expense, an Appraisal of such Property, to be in form and substance satisfactory to the Administrative Agent. Within ten (10) Business Days of receipt of such Appraisal, the Administrative Agent shall review such Appraisal and shall determine the Appraised Value of such Property. If after such review and determination the Administrative Agent is, in its sole discretion, is unwilling to recommend acceptance of such Property as a Collateral Secured Pool Property, the Administrative Agent shall promptly notify the Borrower and the Lenders and the consideration by the Administrative Agent and the Lenders of such Property shall cease. If after such review and determination the Administrative Agent remains prepared to recommend acceptance of such Property as a Collateral Secured Pool Property, the Administrative Agent shall forward a copy of such Appraisal to the Lenders together with notice of such Appraised Value. Each Lender shall use reasonable efforts to notify the Administrative Agent in writing whether or not such Lender, in its sole discretion, accepts such Property as a Collateral Property within Within ten (10) Business Days of the date on which a Lender has received all of the items referred to in this Section 4.1.(c) subsection and the immediately preceding Section 4.1.(bsubsection (b), such Lender shall notify the Administrative Agent in writing whether or not such Lender accepts such Property as a Secured Pool Property. If a Lender fails to give such notice within such time period, such Lender shall be deemed to have approved such Property as a Secured Pool Property. Such Property shall become a Collateral Secured Pool Property only upon written approval of the Required Approval Requisite Lenders and upon execution and delivery by the Borrower to the Administrative Agent of (i) a certificate in form and substance satisfactory to Administrative Agent Maximum Loan Availability Certificate showing the Collateral Pool Maximum Loan Availability after inclusion of such Property as a Collateral Secured Pool Property, (ii) if such property is owned by a Subsidiary of the Borrower, all of the items required to be delivered to the Administrative Agent under Section 8.14 if not previously delivered, (iii) the documents and items described in Section 6.3., on Schedule 6.1 (to the extent requested by the Administrative Agent) and (iiiiv) such other items or documents as the Administrative Agent may reasonably deem to be appropriate under the circumstances, including updates of the documents described in the immediately preceding subsections (b)(i), (b)(ii), (b)(vi), (b)(xi), (b)(xii) and (b)(xviib)(viii), and satisfaction of all other closing requirements reasonably imposed by the Administrative Agent.

Appraisal; Final Approval. Promptly upon (or, at the Borrower’s request, prior to) giving notice to the Lenders under Section 4.1.(bthe immediately preceding subsection (b) that the Administrative Agent is prepared to recommend acceptance of such Property as a Collateral Borrowing Base Property, the Administrative Agent shall commission, at the Administrative Agent’s discretion and the Borrower’s Borrowers’ expense, an Appraisal of such Property, to be in form and substance satisfactory to the Administrative Agent. Within ten (10) Business Days of receipt of such Appraisal, the Administrative Agent shall review such Appraisal and shall determine the As-Is Appraised Value of such Property. If after such review and determination the Administrative Agent is, in its sole discretion, is unwilling to recommend acceptance of such Property as a Collateral Borrowing Base Property, the Administrative Agent shall promptly notify the Borrower Borrowers and the Lenders and the consideration by the Administrative Agent and the Lenders of such Property shall cease. If after such review and determination the Administrative Agent remains prepared to recommend acceptance of such Property as a Collateral Borrowing Base Property, the Administrative Agent shall forward a copy of such Appraisal to the Lenders together with notice of such As-Is Appraised ValueValue and Administrative Agent’s recommendation as to Borrowing Base Value to be attributed to such Property. Each Lender shall use reasonable efforts to notify the Administrative Agent in writing whether or not such Lender, in its sole discretion, accepts such Property as a Collateral Property within Within ten (10) Business Days of the date on which a Lender has received all of the items referred to in this Section 4.1.(c) subsection and the immediately preceding Section 4.1.(bsubsection (b), such Lender shall notify the Administrative Agent in writing whether or not such Lender accepts such Property as a Borrowing Base Property, which approval will be in such Lender’s sole and absolute discretion. If a Lender fails to give such notice within such time period, such Lender shall be deemed to have approved such Property as a Borrowing Base Property. Such Property shall become a Collateral Borrowing Base Property only upon written or deemed approval of the Required Approval Requisite Lenders, or all Lenders to the extent the Borrowing Base Value is greater than $15,000,000, and upon execution and delivery by the Borrower to the Administrative Agent of (i) a certificate in form and substance satisfactory to Administrative Agent Borrowing Base Certificate showing the Collateral Pool Availability Borrowing Base after inclusion of such Property as a Collateral Borrowing Base Property, (ii) if such property is owned by a Subsidiary of a Loan Party that is not then a Borrower, all of the items required to be delivered to the Administrative Agent under Section 8.14 if not previously delivered, (iii) the documents and items described in Section 6.3., and (iiiiv) such other items or documents as the Administrative Agent may reasonably deem to be appropriate under the circumstances, including updates of the documents described in the immediately preceding subsections (b)(i), (b)(ii), (b)(vi), (b)(xi), (b)(xii) and (b)(xviib)(viii), and satisfaction of all other closing requirements reasonably imposed by the Administrative Agent.

Appraisal; Final Approval. Promptly upon (or, at the Borrower’s request, prior to) giving notice to the Lenders under Section 4.1.(bthe immediately preceding subsection (b) that the Administrative Agent is prepared to recommend acceptance of such Property as a Collateral Borrowing Base Property, the if not previously requested by Borrower, Administrative Agent shall commission, at the Administrative Agent’s discretion and the Borrower’s expense, an Appraisal of such Property, to be in form and substance satisfactory to the Administrative Agent. Within ten (10) Business Days of receipt of such Appraisal, the Administrative Agent shall review such Appraisal and shall determine the Appraised Value of such Property. If after such review and determination the Administrative Agent is, in its sole discretion, is unwilling to recommend acceptance of such Property as a Collateral Borrowing Base Property, the Administrative Agent shall promptly notify the Borrower and the Lenders and the consideration by the Administrative Agent and the Lenders of such Property shall cease. If after such review and determination the Administrative Agent remains prepared to recommend acceptance of such Property as a Collateral Borrowing Base Property, the Administrative Agent shall forward a copy of such Appraisal to the Lenders together with notice of such Appraised Value. Each Lender shall use reasonable efforts to notify the Administrative Agent in writing whether or not shall also promptly forward to the Lenders each of the items required by this subsection (c) below after receipt and preliminary review of such Lender, in its sole discretion, accepts such Property as a Collateral Property within items. Within ten (10) Business Days of the date on which a Lender has received all of the items referred to in this Section 4.1.(csubsection (c) and the immediately preceding Section 4.1.(bsubsection (b), such Lender shall notify Administrative Agent in writing whether or not such Lender accepts such Property as a Borrowing Base Property. If a Lender fails to give such notice within such time period, such Lender shall be deemed to have approved such Property as a Borrowing Base Property. Such Property shall become a Collateral Borrowing Base Property only and the Person owning such Property shall become a Borrower hereunder: (i) upon written approval of the Required Approval Requisite Lenders and upon execution and delivery by the Borrower to the Administrative Agent of a Borrowing Base Certificate showing the Borrowing Base after inclusion of such Property as a Borrowing Base Property; and (iii) a certificate without duplication of the deliveries required under Section 4.1(b), the delivery to Administrative Agent in form and substance satisfactory to Administrative Agent showing of the Collateral Pool Availability after inclusion of such Property as a Collateral Property, (ii) the documents and items described in Section 6.3.following, and (iii) such other items or documents as the Administrative Agent may reasonably deem to be appropriate under the circumstances, including updates satisfaction of each of the documents described in the immediately preceding subsections (b)(i), (b)(ii), (b)(vi), (b)(xi), (b)(xii) and (b)(xvii), and satisfaction of all other closing requirements reasonably imposed by the Administrative Agent.following conditions as applicable:

Appraisal; Final Approval. Promptly upon Upon the earlier of (or, at i) written request by the Borrower’s request, prior toBorrower or (ii) giving notice to the Lenders under Section 4.1.(b) that the Administrative Agent is prepared to recommend acceptance Requisite Lenders' conditional approval of such a Property as a Collateral PropertyProperty pursuant to the immediately preceding subsection (b), the Administrative Agent shall commission, at the Administrative Agent’s discretion and the Borrower’s 's expense, an Appraisal of such Property, to be in form and substance satisfactory to the Administrative Agent. Within ten (10) 7 Business Days of receipt of such Appraisal, the Administrative Agent shall review such Appraisal and shall determine the Appraised Value of such Property. If after such review and determination the Administrative Agent is, in its sole discretion, is unwilling to recommend acceptance of such Property as a Collateral Property, the Administrative Agent shall promptly notify the Borrower and the Lenders and the consideration by the Administrative Agent and the Lenders of such Property shall cease. If after such review and determination the Administrative Agent remains prepared to recommend acceptance of such Property as a Collateral Property, the Administrative Agent shall promptly forward a copy of such Appraisal to the Lenders together with notice of such Appraised Value. Each Lender which previously conditionally approved such Property as a Collateral Property shall use reasonable efforts to notify the Administrative Agent in writing whether or not such Lender, in its sole discretion, Lender accepts such Property as a Collateral Property Appraisal and Appraised Value within ten (10) 7 Business Days of from the date on which of receipt by such Lender of such Appraisal and Appraised Value. If a Lender has received all fails to give such notice prior to the expiration of the items referred such 7-Business Day period, such Lender shall be deemed to in this Section 4.1.(c) have accepted and the immediately preceding Section 4.1.(b)approved such Appraisal and Appraised Value. Such Property shall become a Collateral Property only upon written approval of the Required Approval Requisite Lenders (which for purposes of this subsection (c) must include the Lender then acting as Agent) and upon execution and delivery by the Borrower to the Administrative Agent of (i) a certificate in form and substance satisfactory to Administrative Agent showing the Collateral Pool Availability after inclusion of such Property as a Collateral Property, (ii) the documents and items described in Section 6.3., and (iii) such other items or documents as the Administrative Agent may reasonably deem to be appropriate under the circumstances, including updates of the documents described in the immediately preceding subsections (b)(i), (b)(ii), (b)(vi), (b)(xi), (b)(xii) and (b)(xvii), and satisfaction of all other closing requirements reasonably imposed by the Administrative Agent.

Appraisal; Final Approval. Promptly upon (or, at the Borrower’s request, prior to) giving notice to the Lenders under Section 4.1.(bthe immediately preceding subsection (b) that the Administrative Agent is prepared to recommend recommends acceptance of such Property as a Collateral Secured Pool Property because it satisfies the requirements of an Eligibility Property, the Administrative Agent shall commission, at the Administrative Agent’s discretion and the Borrower’s expense, an Appraisal of such Property, to be in form and substance satisfactory to the Administrative Agent. Within ten (10) Business Days of receipt of such Appraisal, the Administrative Agent shall review such Appraisal and shall determine the Appraised Value of such Property. If after such review and determination the Administrative Agent is, in its sole discretion, is unwilling to recommend acceptance of such Property as a Collateral Secured Pool Property, the Administrative Agent shall promptly notify the Borrower and the Lenders and the consideration by the Administrative Agent and the Lenders of such Property shall cease. If after such review and determination the Administrative Agent remains prepared to recommend acceptance of such Property as a Collateral Secured Pool Property, the Administrative Agent shall forward a copy of such Appraisal to the Lenders together with notice of such Appraised Value. Each Lender shall use reasonable efforts to notify the Administrative Agent in writing whether or not such Lender, in its sole discretion, accepts such Property as a Collateral Property within Within ten (10) Business Days of the date on which a Lender has received all of the items referred to in this Section 4.1.(c) subsection and the immediately preceding Section 4.1.(bsubsection (b), such Lender shall notify the Administrative Agent in writing whether or not such Xxxxxx accepts such Property as a Secured Pool Property. If a Lender fails to give such notice within such time period, such Lender shall be deemed to have approved such Property as a Secured Pool Property. Such Property shall become a Collateral Secured Pool Property only upon written approval of the Required Approval Requisite Lenders and upon execution and delivery by the Borrower to the Administrative Agent of (i) a certificate in form and substance satisfactory to Administrative Agent Maximum Loan Availability Certificate showing the Collateral Pool Maximum Loan Availability after inclusion of such Property as a Collateral Secured Pool Property, (ii) if such property is owned by a Subsidiary of the Borrower, all of the items required to be delivered to the Administrative Agent under Section 8.14 if not previously delivered, (iii) the documents and items described in Section 6.3., on Schedule 6.1 (to the extent requested by the Administrative Agent) and (iiiiv) such other items or documents as the Administrative Agent may reasonably deem to be appropriate under the circumstances, including updates of the documents described in the immediately preceding subsections (b)(i), (b)(ii), (b)(vi), (b)(xi), (b)(xii) and (b)(xviib)(viii), and satisfaction of all other closing requirements reasonably imposed by the Administrative Agent.

Appraisal; Final Approval. Promptly upon receiving all of the documents and information set forth in the immediately preceding subsection (or, at the Borrower’s request, prior tob) giving notice with respect to the Lenders under Section 4.1.(b) any such Property that the Administrative Agent is prepared Borrower desires to recommend acceptance include in the calculations of such Property as a Collateral Propertythe Borrowing Base, the Administrative Agent shall commission, at the Administrative Agent’s discretion and the Borrower’s expense, an Appraisal of such Property, to be in form and substance satisfactory to the Administrative Agent. Within ten (10) 10 Business Days of receipt of such Appraisal, the Administrative Agent shall review such Appraisal and shall determine the Appraised Value of such Property. If after such review and determination the Administrative Agent is, in its sole discretion, is unwilling to recommend acceptance of such Property as a Collateral Property, the Administrative Agent shall promptly notify the Borrower and the Lenders (if the Agent had previously notified the Lenders of the Borrower’s request to include such Property as a Collateral Property under the immediately preceding subsection (b)) and the consideration by the Administrative Agent and the Lenders of such Property shall cease. If after such review and determination the Administrative Agent remains prepared to recommend acceptance of such Property as a Collateral Property, the Administrative Agent shall forward a copy of such Appraisal to the Lenders together with notice of such Appraised Value. Each Lender shall use reasonable efforts to notify the Administrative Agent in writing whether or not such Lender, in its sole discretion, accepts such Property as a Collateral Property within ten (10) Within 10 Business Days of the date on which a Lender has received all of the items referred to in this Section 4.1.(c) subsection and the immediately preceding Section 4.1.(bsubsection (b), such Lender shall notify the Agent in writing whether or not such Lender accepts such Property as a Collateral Property. If a Lender fails to give such notice within such time period, such Lender shall be deemed to have rejected such Property as a Collateral Property. Such Property shall become a Collateral Property only upon written approval of the Required Approval Requisite Lenders and upon execution and delivery by the Borrower to the Administrative Agent of (i) a certificate in form and substance satisfactory to Administrative Agent showing the Collateral Pool Availability after inclusion of such Property as a Collateral Property, (ii) the documents and items described in Section 6.3., and (iii) such other items or documents as the Administrative Agent may reasonably deem to be appropriate under the circumstances, including updates of the documents described in the immediately preceding subsections (b)(i), (b)(ii), (b)(vi), (b)(xi), (b)(xiib)(iii) and (b)(xviib)(iv), and satisfaction of all other closing requirements reasonably imposed required by the Administrative Agent. Notwithstanding the foregoing, the unanimous consent of all of the Lenders shall be required to approve the acceptance of any Non-Stabilized Property as a Collateral Property if the aggregate Borrowing Base Values of all Non-Stabilized Properties that are Collateral Properties exceeds, or upon such acceptance would exceed, 35% of the total aggregate Borrowing Base Values for all Collateral Properties.

Appraisal; Final Approval. Promptly upon Upon the earlier of (or, at i) written request by the Borrower’s request, prior toBorrower or (ii) giving notice the Requisite Lenders' conditional approval of a Property as a Borrowing Base Property pursuant to the Lenders under Section 4.1.(b) that the immediately preceding subsection (b), if Administrative Agent is prepared to recommend acceptance does not then have a current Appraisal of such Property as a Collateral Propertyin form and substance satisfactory to Administrative Agent, then the Administrative Agent shall commission, at the Administrative Agent’s discretion and the Borrower’s 's expense, an Appraisal of such Property, to be in form and substance satisfactory to the Administrative Agent. Within ten (10) Business Days of receipt of such Appraisal, the Administrative Agent shall review such Appraisal and shall determine the Appraised Value of such Property. If after such review and determination the Administrative Agent is, in its sole discretion, is unwilling to recommend acceptance of such Property as a Collateral Borrowing Base Property, the Administrative Agent shall promptly notify the Borrower and the Lenders and the consideration by the Administrative Agent and the Lenders of such Property shall cease. If after such review and determination the Administrative Agent remains prepared to recommend acceptance of such Property as a Collateral Borrowing Base Property, the Administrative Agent shall forward a copy of such Appraisal to the Lenders together with notice of such Appraised Value. Each Lender shall use reasonable efforts to notify the Administrative Agent in writing whether or not such Lender, in its sole discretion, accepts such Property as a Collateral Property within Within ten (10) Business Days of the date on which a Lender has received all of the items referred to in this Section 4.1.(c) subsection and the immediately preceding Section 4.1.(bsubsection (b), such Lender shall notify the Administrative Agent in writing whether or not such Lender accepts such Property as a Borrowing Base Property. If a Lender fails to give such notice within such time period, such Lender shall be deemed to have approved such Property as a Borrowing Base Property and to have approved such Appraisal and Appraised Value. Such Property shall become a Collateral Borrowing Base Property only upon written approval of the Required Approval Requisite Lenders (which for purposes of this subsection (c) must include the Lender then acting as Administrative Agent so long as it is not then a Defaulting Lender) and upon execution and delivery by the Borrower to the Administrative Agent of (i) a certificate in form and substance satisfactory to Administrative Agent Borrowing Base Certificate showing the Collateral Pool Availability Borrowing Base after inclusion of such Property as a Collateral Borrowing Base Property, (ii) if such property is owned by a Subsidiary of the Borrower, all of the items required to be delivered to the Administrative Agent under Section 8.14. if not previously delivered, (iii) the documents and items described in Section 6.3., and (iiiiv) such other items or documents as the Administrative Agent may reasonably deem to be appropriate under the circumstances, including updates of the documents described in the immediately preceding subsections (b)(i), (b)(ii), (b)(iii), (b)(vi), (b)(xi), (b)(xii) and (b)(xviib)(viii), and satisfaction of all other closing requirements reasonably imposed by the Administrative Agent.

Appraisal; Final Approval. Promptly upon (or, Unless commissioned sooner at the request of the Borrower’s request, prior to) promptly upon giving notice to the Lenders under Section 4.1.(bthe immediately preceding subsection (b) that the Administrative Agent is prepared to and the Initial Lenders recommend acceptance of such Property as a Collateral Borrowing Base Property, the Administrative Agent shall commission, at the Administrative Agent’s discretion and the Borrower’s expense, an Appraisal of such Property, to which appraisal shall be in form and substance reasonably satisfactory to the Administrative AgentAgent and the Initial Lenders. Within ten (10) Business Days of receipt and approval of such Appraisal, the Administrative Agent shall review provide such Appraisal to the Borrower and shall determine the Lenders for purposes of approving the Appraised Value of such Property. If after such review and determination Property in accordance with the Administrative Agent is, in its sole discretion, unwilling to recommend acceptance requirements of such Property as a Collateral Property, the Administrative Agent shall promptly notify the Borrower and the Lenders and the consideration by the Administrative Agent and the Lenders definition of such Property shall cease. If after such review and determination the Administrative Agent remains prepared to recommend acceptance of such Property as a Collateral Property, the Administrative Agent shall forward a copy of such Appraisal to the Lenders together with notice of such Appraised Value. Each Lender shall use reasonable efforts to notify the Administrative Agent in writing whether or not such Lender, in its sole discretion, accepts such Property as a Collateral Property within Within ten (10) Business Days of the date on which a Lender has received all of the items referred to in this Section 4.1.(c) subsection and the immediately preceding Section 4.1.(bsubsection (b), such Lender shall notify the Administrative Agent in writing whether or not such Lender accepts such Property as a Borrowing Base Property. If a Lender fails to give such notice within such time period, such Lender shall be deemed to have not approved such Property as a Borrowing Base Property. Such Property shall become a Collateral Borrowing Base Property only upon written approval of Administrative Agent, the Required Approval Initial Lenders and the Requisite Lenders and upon execution and delivery by the Borrower to the Administrative Agent of (i) a certificate in form and substance satisfactory to Administrative Agent Maximum Loan Availability Certificate showing the Collateral Pool calculation of the Maximum Loan Availability Criteria after inclusion of such Property as a Collateral Borrowing Base Property, (ii) if such property is owned by a Subsidiary of the Borrower, all of the items required to be delivered to the Administrative Agent under Section 8.14. if not previously delivered, (iii) the documents and items described in Section 6.3., on Part II of Schedule 6.1 (to the extent requested by the Administrative Agent) and (iiiiv) such other items or documents as the Administrative Agent may reasonably deem to be appropriate under the circumstances, including updates of the documents described in the immediately preceding subsections (b)(i), (b)(ii), (b)(vi), (b)(xi), (b)(xii) and (b)(xviib)(viii), and satisfaction of all other closing requirements reasonably imposed by the Administrative AgentAgent and the Initial Lenders.

Appraisal; Final Approval. Promptly upon Upon the earlier of (or, at i) written request by the Borrower’s request, prior toBorrower or (ii) giving notice the Requisite Lenders' conditional approval of a Property as a Borrowing Base Property pursuant to the Lenders under Section 4.1.(b) that the immediately preceding subsection (b), if Administrative Agent is prepared to recommend acceptance does not then have a current Appraisal of such Property as a Collateral Propertyin form and substance satisfactory to Administrative Agent, then the Administrative Agent shall commission, at the Administrative Agent’s discretion and the Borrower’s 's expense, an Appraisal of such Property, to be in form and substance satisfactory to the Administrative Agent. Within ten (10) Business Days of receipt of such Appraisal, the Administrative Agent shall review such Appraisal and shall determine the Appraised Value of such Property. If after such review and determination the Administrative Agent is, in its sole discretion, is unwilling to recommend acceptance of such Property as a Collateral Borrowing Base Property, the Administrative Agent shall promptly notify the Borrower and the Lenders and the consideration by the Administrative Agent and the Lenders of such Property shall cease. If after such review and determination the Administrative Agent remains prepared to recommend acceptance of such Property as a Collateral Borrowing Base Property, the Administrative Agent shall forward a copy of such Appraisal to the Lenders together with notice of such Appraised Value. Each Lender shall use reasonable efforts to notify the Administrative Agent in writing whether or not such Lender, in its sole discretion, accepts such Property as a Collateral Property within Within ten (10) Business Days of the date on which a Lender has received all of the items referred to in this Section 4.1.(c) subsection and the immediately preceding Section 4.1.(bsubsection (b), such Lender shall notify the Administrative Agent in writing whether or not such Lender accepts such Property as a Borrowing Base Property. If a Lender fails to give such notice within such time period, such Lender shall be deemed to have approved such Property as a Borrowing Base Property and to have approved such Appraisal and Appraised Value. Such Property shall become a Collateral Borrowing Base Property only upon written approval of the Required Approval Requisite Lenders (which for purposes of this subsection (c) must include the Lender then acting as Administrative Agent) and upon execution and delivery by the Borrower to the Administrative Agent of (i) a certificate in form and substance satisfactory to Administrative Agent Borrowing Base Certificate showing the Collateral Pool Availability Borrowing Base after inclusion of such Property as a Collateral Borrowing Base Property, (ii) if such property is owned by a Subsidiary of the Borrower, all of the items required to be delivered to the Administrative Agent under Section 8.14. if not previously delivered, (iii) the documents and items described in Section 6.3., and (iiiiv) such other items or documents as the Administrative Agent may reasonably deem to be appropriate under the circumstances, including updates of the documents described in the immediately preceding subsections (b)(i), (b)(ii), (b)(iii), (b)(vi), (b)(xi), (b)(xii) and (b)(xviib)(viii), and satisfaction of all other closing requirements reasonably imposed by the Administrative Agent.

Appraisal; Final Approval. Promptly upon (or, at the Borrower’s request, prior to) giving notice to the Lenders under Section 4.1.(bthe immediately preceding subsection (b)(i) that the Administrative Agent is prepared to recommend acceptance of such Property as a Collateral Borrowing Base Property, the Administrative Agent shall commission, at the Administrative Agent’s discretion and the Borrower’s expense, order an Appraisal of such Property, to be in form and substance satisfactory to . After obtaining the Administrative Agent. Within ten (10) Business Days of receipt Appraisal of such AppraisalProperty, the Administrative Agent will promptly submit the Appraisal to the Lenders, for approval by the Required Lenders. Each Lender shall review such Appraisal and shall determine the Appraised Value of such Property. If after such review and determination notify the Administrative Agent iswhether it approves of Property as a Borrowing Base Property within 10 Business Days of the submission by the Administrative Agent of the Appraisal for such Property, in its sole discretionand if a Lender fails to so notify the Administrative Agent within 10 Business Days, unwilling such Lender shall be deemed to recommend acceptance have conclusively approved of such Property as a Collateral Borrowing Base Property, the Administrative Agent shall promptly notify the Borrower and the Lenders and the consideration by the Administrative Agent and the Lenders of such Property shall cease. If after such review and determination the Administrative Agent remains prepared to recommend acceptance Upon (A) approval of such Property as a Collateral Borrowing Base Property by the Required Lenders, (B) execution and delivery of a Borrowing Base Certificate that includes such Property, (C) execution and delivery of all of the Administrative Agent shall forward a copy of such Appraisal documents that would have been required pursuant to the Lenders together with notice of such Appraised Value. Each Lender shall use reasonable efforts to notify the Administrative Agent in writing whether or not such LenderSection 6.1.(a)(xiv)(D), in its sole discretion(E), accepts (H) through (K) and (M) through (X) and Sections 6.1.(a)(xv) and (a)(xx) had such Property as been a Collateral Borrowing Base Property within ten on the Effective Date, (10D) Business Days if such Property is owned by a Subsidiary of the date on which a Lender has received Borrower, execution and delivery of an Accession Agreement and all of the items referred to in this Section 4.1.(cthat would have been delivered under subsections (vi) through (x) and (xx) of Section 6.1.(a) (other than the immediately preceding items in subsections (vii), (viii), (ix) and (x) thereof for the general partner or manager of such Subsidiary if such items have previously been delivered hereunder) and Section 4.1.(b6.1.(e) if such Subsidiary had been a Guarantor on the Agreement Date, (E) if any Tenant Deposit Accounts into which the Rents of such Property are deposited are not held by the Property Owner of such Property, delivery of a supplement to the Security Agreement (or if no Security Agreement has been previously executed and delivered, a Security Agreement). Such , executed by each Person that holds any such Tenant Deposit Accounts, (F) execution and delivery of a supplement to the Pledge Agreement by the owner of the Equity Interests of the Property Owner of such Property, and if such Pledgor is not already a party to the Pledge Agreement, all of the items that would have been delivered under subsections (vi) through (x) and (xx) of Section 6.1.(a) (other than the items in subsections (vii), (viii), (ix) and (x) thereof for the general partner or manager of such Subsidiary if such items have previously been delivered hereunder) and Section 6.1.(e) if such Subsidiary had been a Pledgor on the Agreement Date, and (G) if such Property is located in a Tie-In Jurisdiction, delivery of updated “tie-in” endorsements to all other existing Mortgage Policies issued to the Administrative Agent with respect to all other Borrowing Base Properties located in that Tie-In Jurisdiction and/or other Tie-In Jurisdictions “tying in” the Mortgage Policy for such Property, to the extent updated “tie-in” endorsements are available, such Property shall become a Collateral Property only upon written approval of the Required Approval Lenders and upon execution and delivery by the Borrower to the Administrative Agent of (i) a certificate in form and substance satisfactory to Administrative Agent showing the Collateral Pool Availability after inclusion of such Property as a Collateral Borrowing Base Property, (ii) the documents and items described in Section 6.3., and (iii) such other items or documents as the Administrative Agent may reasonably deem to be appropriate under the circumstances, including updates of the documents described in the immediately preceding subsections (b)(i), (b)(ii), (b)(vi), (b)(xi), (b)(xii) and (b)(xvii), and satisfaction of all other closing requirements reasonably imposed by the Administrative Agent.

Appraisal; Final Approval. Promptly upon (or, at the Borrower’s request, prior to) giving notice to the Lenders under Section 4.1.(bthe immediately preceding subsection (b)(i) that the Administrative Agent is prepared to recommend acceptance of such Property as a Collateral Borrowing Base Property, the Administrative Agent shall commission, at the Administrative Agent’s discretion and the Borrower’s expense, order an Appraisal of such Property, to be in form and substance satisfactory to . After obtaining the Administrative Agent. Within ten (10) Business Days of receipt Appraisal of such AppraisalProperty, the Administrative Agent will promptly submit the Appraisal to the Lenders, for approval by the Required Lenders. Each Lender shall review such Appraisal and shall determine the Appraised Value of such Property. If after such review and determination notify the Administrative Agent iswhether it approves of Property as a Borrowing Base Property within 10 Business Days of the submission by the Administrative Agent of the Appraisal for such Property, in its sole discretionand if a Lender fails to so notify the Administrative Agent within 10 Business Days, unwilling such Lender shall be deemed to recommend acceptance have conclusively approved of such Property as a Collateral Borrowing Base Property, the Administrative Agent shall promptly notify the Borrower and the Lenders and the consideration by the Administrative Agent and the Lenders of such Property shall cease. If after such review and determination the Administrative Agent remains prepared to recommend acceptance Upon (A) approval of such Property as a Collateral Borrowing Base Property by the Required Lenders, (B) execution and delivery of a Borrowing Base Certificate that includes such Property, (C) execution and delivery of all of the Administrative Agent shall forward a copy of such Appraisal documents that would have been required pursuant to the Lenders together with notice of such Appraised Value. Each Lender shall use reasonable efforts to notify the Administrative Agent in writing whether or not such LenderSection 6.1.(a)(xiv)(D), in its sole discretion(E), accepts (H) through (K) and (M) through (X) and Sections 6.1.(a)(xv) and (a)(xx) had such Property as been a Collateral Borrowing Base Property within ten on the Effective Date, (10D) Business Days if such Property is owned by a Subsidiary of the date on which a Lender has received Borrower, execution and delivery of an Accession Agreement and all of the items referred to in this Section 4.1.(cthat would have been delivered under subsections (vi) through (x) and (xx) of Section 6.1.(a) (other than the immediately preceding items in subsections (vii), (viii), (ix) and (x) thereof for the general partner or manager of such Subsidiary if such items have previously been delivered hereunder) and Section 4.1.(b6.1.(e) if such Subsidiary had been a Guarantor on the Agreement Date, (E) if any Tenant Deposit Accounts into which the Rents of such Property are deposited are not held by the Property Owner of such Property, delivery of a supplement to the Security Agreement (or if no Security Agreement has been previously executed and delivered, a Security Agreement). Such , executed by each Person that holds any such Tenant Deposit Accounts, such Property shall become a Collateral Property only upon written approval of the Required Approval Lenders Borrowing Base Property, and upon (F) execution and delivery of a supplement to the Pledge Agreement by the Borrower owner of the Equity Interests of the Property Owner of such Property, and if such Pledgor is not already a party to the Administrative Agent Pledge Agreement, all of the items that would have been delivered under subsections (ivi) a certificate in form and substance satisfactory to Administrative Agent showing the Collateral Pool Availability after inclusion of such Property as a Collateral Property, through (iix) the documents and items described in Section 6.3., and (iiixx) such of Section 6.1.(a) (other than the items or documents as the Administrative Agent may reasonably deem to be appropriate under the circumstances, including updates of the documents described in the immediately preceding subsections (b)(ivii), (b)(iiviii), (b)(vi), (b)(xi), (b)(xiiix) and (b)(xvii), x) thereof for the general partner or manager of such Subsidiary if such items have previously been delivered hereunder) and satisfaction of all other closing requirements reasonably imposed by Section 6.1.(e) if such Subsidiary had been a Pledgor on the Administrative AgentAgreement Date.