Common use of Diligence Process Clause in Contracts

Diligence Process. The Mezzanine Borrower shall submit to the Mezzanine Lender written notice (a “Substitution Notice”) setting forth the Business Day no earlier than thirty (30) days after the date of such Substitution Notice on which Mezzanine Borrower desires to effect such Substitution (the “Substitution Date”), together with the following materials (the “Substitution Due Diligence Package”) relating to the proposed Substitute Property: (i) a description of the proposed Substitute Property sufficient to obtain a Title Policy for such proposed Substitute Property, (ii) three years of historical cash flow operating statements, if available, (iii) true, complete and correct copies of any Material Subleases affecting the proposed Substitute Property, (iv) a map and site plan, including an existing Survey of the proposed Substitute Property dated not more than six (6) months prior to such submission, (v) a copy of the proposed amendment to the Master Lease and Master Lease SNDA and the License and Reservation Service Agreement to include the proposed Substitute Property, (vi) copies of all permits, licenses and approvals required with respect to operation of the proposed Substitute Property, (vii) a Phase I environmental assessment report, conducted under the ASTM International Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process E1527-05, issued by a recognized environmental consultant, (viii) copies of all condominium documents and ground leases, if any, (ix) an engineer’s inspection report, (x) ground lessor, fee mortgagee, condominium association and tenant (under Material Subleases) estoppel certificates and tenant (under Material Subleases) Non-Disturbance Agreements, in each case in the forms attached hereto and including such variations that are either immaterial or are reasonably acceptable to Mezzanine Lender, as applicable, together with any consents required with respect to the Contemplated Transactions, (xi) a commitment from the Title Company with respect to the issuance of a Title Policy, together with copies of all exceptions referenced therein and a copy of the recorded memorandum of ground lease if such Substitute Property will be a Ground Lease Property, (xii) upon the reasonable request of the Mezzanine Lender, a PML study, (xiii) a FIRREA appraisal conducted by Xxxxxxx & Xxxxxxxxx (or another Independent appraiser reasonably acceptable to Mezzanine Lender), (xiv) if such proposed Substitute Property is not then owned by the Mortgage Borrower or its Affiliate, a duly executed copy of the purchase and sale agreement for such proposed Substitute Property and copies of all proposed documentation transferring title to the proposed Substitute Property to Mortgage Borrower including any interim transfers to its Affiliates, (xv) a copy of the flood certification, (xvi) either (A) a letter or other evidence with respect to the proposed Substitute Property from the appropriate Governmental Authorities concerning compliance with applicable zoning and building laws, (B) an ALTA 3.1 zoning endorsement for the Title Policy or (C) a zoning report prepared by PZR indicating that the proposed Substitute Property is in material compliance with applicable zoning and building laws, (xvii) a copy of the valid permanent certificate of occupancy (if required by applicable law), (xviii) calculations of the LTV Ratio and LCR both before and after the proposed Substitution, (xix) evidence reasonably satisfactory to Mezzanine Lender and its insurance consultant of insurance policies covering the proposed Substitute Property satisfying all of the requirements of Article VI, and (xx) UCC, bankruptcy, state and federal tax lien, litigation and judgment searches conducted by a search firm reasonably acceptable to the Mezzanine Lender with respect to the title holder of such proposed Substitute Property on the date immediately prior to acquisition thereof by Mortgage Borrower, in each of the locations reasonably specified by the Mezzanine Lender and not revealing any Liens other than Permitted Encumbrances. In addition, Mezzanine Borrower shall permit the Mezzanine Lender at all reasonable times and upon reasonable prior notice to make an inspection of such proposed Substitute Property. Mezzanine Lender shall confirm Mezzanine Borrower’s compliance with this paragraph (c) with respect to each proposed Substitute Property within thirty (30) days after Mezzanine Lender’s receipt of the complete applicable Substitution Due Diligence Package and Mezzanine Lender’s failure to so confirm or deny Mezzanine Borrower’s compliance within such thirty (30) day period shall be deemed compliance by Mezzanine Borrower with this paragraph (c), provided that this sentence appears in bold capital letters in the Substitution Notice accompanying the Substitution Due Diligence Package.

Diligence Process. The Mezzanine Borrower shall submit to the Mezzanine Lender written notice (a “Substitution Notice”) setting forth the Business Day no earlier than thirty forty-five (3045) days after the date of such Substitution Notice on which Mezzanine Borrower desires to effect such Substitution (the “Substitution Date”), together with the following materials (the “Substitution Due Diligence Package”) relating to the proposed Substitute Property: (i) a description of the proposed Substitute Property sufficient to obtain a the Title Policy for such proposed Substitute PropertyPolicy, (ii) three two years of historical cash flow operating statements, if available, (iii) true, complete and correct copies of any Material Subleases affecting the proposed Substitute Property, (iv) a map and site plan, including an existing Survey of the proposed Substitute Property property dated not more than six (6) months prior to such submission, (v) a copy of the proposed amendment to the Master Lease and Master Lease SNDA and the License and Reservation Service Agreement to include the proposed Substitute Property, (vi) copies of all permits, licenses and approvals required with respect to operation of the proposed Substitute Property, (vii) a Phase I an environmental assessment report, conducted under the ASTM International Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process E1527-05, report issued by a recognized environmental consultant, (viii) copies of all REAs, condominium documents and ground leases, if any, (ix) in the case of Substitutions which occur after the Outside Date, an engineer’s inspection report, (x) ground lessor, fee mortgageeREA, condominium association and tenant (under Material Subleases) estoppel certificates and tenant (under Material Subleases) Non-Disturbance Agreements, in each case in the forms attached hereto and including such variations that are either immaterial or are reasonably acceptable to Mezzanine Lender, as applicable, together with any consents required with respect to the Contemplated Transactions, (xi) a commitment from the Title Company with respect to the issuance of a Title Policy, together with copies of all exceptions referenced therein and a copy of the recorded memorandum of ground lease if such Substitute Property will be a Ground Lease Property, (xii) upon the reasonable request of the Mezzanine Lender, a PML study, (xiii) a FIRREA appraisal conducted by Xxxxxxx & Xxxxxxxxx (or another Independent appraiser engaged by Mortgage Lender and reasonably acceptable to Mezzanine Lender), (xiv) if such proposed Substitute Property is not then owned by the Mortgage Borrower or its Affiliate, a duly executed copy of the purchase and sale agreement for such proposed Substitute Property and copies of all proposed documentation transferring title to the proposed Substitute Property to Mortgage Borrower including any interim transfers to its Affiliates, (xvxii) a copy of the flood certification, (xvixv) either (A) a letter or other evidence with respect to the proposed Substitute Property from the appropriate Governmental Authorities concerning compliance with applicable zoning and building laws, (B) an ALTA 3.1 zoning endorsement for the Title Policy or (C) a zoning report prepared by PZR indicating that the proposed Substitute Property is in material compliance with applicable zoning and building laws, (xviixvi) a copy of the valid permanent certificate of occupancy (if required by applicable law), (xviiixvii) calculations of the LTV Ratio and LCR DSCR both before and after the proposed Substitution, (xixxviii) evidence reasonably satisfactory to Mezzanine Lender and its insurance consultant of insurance policies covering the proposed Substitute Property satisfying all pro formas of the requirements of insurance certificates required under Article VIVI with respect to such Substitute Property, and (xxxix) UCC, bankruptcy, state and federal tax lien, litigation and judgment searches conducted by a search firm reasonably acceptable to the Mezzanine Lender with respect to the title holder of such proposed Substitute Property on the date immediately prior to acquisition thereof by Mortgage Borrower, in each of the locations reasonably specified by the Mezzanine Lender and not revealing any Liens other than Permitted Encumbrances. In addition, Mezzanine Borrower shall permit the Mezzanine Lender at all reasonable times and upon reasonable prior notice to make an inspection of such proposed Substitute Property. Mezzanine Lender shall confirm Mezzanine Borrower’s compliance with this paragraph (c) with respect to each proposed Substitute Property within thirty (30) days after Mezzanine Lender’s receipt of the complete applicable Substitution Due Diligence Package and Mezzanine Lender’s failure to so confirm or deny Mezzanine Borrower’s compliance within such thirty (30) day period shall be deemed compliance by Mezzanine Borrower with this paragraph (c), provided that this sentence appears in bold capital letters in on the Substitution Notice accompanying envelope containing the Substitution Due Diligence Package.

Diligence Process. The Mezzanine Borrower shall submit to the Mezzanine Lender written notice (a “Substitution Notice”) setting forth the Business Day no earlier than thirty forty-five (3045) days after the date of such Substitution Notice on which Mezzanine Borrower desires to effect such Substitution (the “Substitution Date”), together with the following materials (the “Substitution Due Diligence Package”) relating to the proposed Substitute Property: (i) a description of the proposed Substitute Property sufficient to obtain a the Title Policy for such proposed Substitute PropertyPolicy, (ii) three two years of historical cash flow operating statements, if available, (iii) true, complete and correct copies of any Material Subleases affecting the proposed Substitute Property, (iv) a map and site plan, including an existing Survey of the proposed Substitute Property property dated not more than six (6) months prior to such submission, (v) a copy of the proposed amendment to the Master Lease and Master Lease SNDA and the License and Reservation Service Agreement to include the proposed Substitute Property, (vi) copies of all permits, licenses and approvals required with respect to operation of the proposed Substitute Property, (vii) a Phase I an environmental assessment report, conducted under the ASTM International Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process E1527-05, report issued by a recognized environmental consultant, (viii) copies of all REAs, condominium documents and ground leases, if any, (ix) an engineer’s inspection report, (x) ground lessor, fee mortgageeREA, condominium association and tenant (under Material Subleases) estoppel certificates and tenant (under Material Subleases) Non-Disturbance Agreements, in each case in the forms attached hereto and including such variations that are either immaterial or are reasonably acceptable to Mezzanine Lender, as applicable, together with any consents required with respect to the Contemplated Transactions, (xi) a commitment from the Title Company with respect to the issuance of a Title Policy, together with copies of all exceptions referenced therein and a copy of the recorded memorandum of ground lease if such Substitute Property will be a Ground Lease Property, (xii) upon the reasonable request of the Mezzanine Lender, a PML study, (xiii) a FIRREA appraisal conducted by Xxxxxxx & Xxxxxxxxx (or another Independent appraiser engaged by Mortgage Lender and reasonably acceptable to Mezzanine Lender), (xiv) if such proposed Substitute Property is not then owned by the Mortgage Borrower or its Affiliate, a duly executed copy of the purchase and sale agreement for such proposed Substitute Property and copies of all proposed documentation transferring title to the proposed Substitute Property to Mortgage Borrower including any interim transfers to its Affiliates, (xvxii) a copy of the flood certification, (xvixv) either (A) a letter or other evidence with respect to the proposed Substitute Property from the appropriate Governmental Authorities concerning compliance with applicable zoning and building laws, (B) an ALTA 3.1 zoning endorsement for the Title Policy or (C) a zoning report prepared by PZR indicating that the proposed Substitute Property is in material compliance with applicable zoning and building laws, (xviixvi) a copy of the valid permanent certificate of occupancy (if required by applicable law), (xviiixvii) calculations of the LTV Ratio and LCR DSCR both before and after the proposed Substitution, (xixxviii) evidence reasonably satisfactory to Mezzanine Lender and its insurance consultant of insurance policies covering the proposed Substitute Property satisfying all pro formas of the requirements of insurance certificates required under Article VIVI with respect to such Substitute Property, and (xxxix) UCC, bankruptcy, state and federal tax lien, litigation and judgment searches conducted by a search firm reasonably acceptable to the Mezzanine Lender with respect to the title holder of such proposed Substitute Property on the date immediately prior to acquisition thereof by Mortgage Borrower, in each of the locations reasonably specified by the Mezzanine Lender and not revealing any Liens other than Permitted Encumbrances. In addition, Mezzanine Borrower shall permit the Mezzanine Lender at all reasonable times and upon reasonable prior notice to make an inspection of such proposed Substitute Property. Mezzanine Lender shall confirm Mezzanine Borrower’s compliance with this paragraph (c) with respect to each proposed Substitute Property within thirty (30) days after Mezzanine Lender’s receipt of the complete applicable Substitution Due Diligence Package and Mezzanine Lender’s failure to so confirm or deny Mezzanine Borrower’s compliance within such thirty (30) day period shall be deemed compliance by Mezzanine Borrower with this paragraph (c), provided that this sentence appears in bold capital letters in on the Substitution Notice accompanying envelope containing the Substitution Due Diligence Package.

Diligence Process. The Mezzanine Borrower shall submit to the Mezzanine Lender written notice (a “Substitution Notice”) setting forth the Business Day no earlier than thirty forty-five (3045) days after the date of such Substitution Notice on which Mezzanine Borrower desires to effect such Substitution (the “Substitution Date”), together with the following materials (the “Substitution Due Diligence Package”) relating to the proposed Substitute Property: (i) a description of the proposed Substitute Property sufficient to obtain a the Title Policy for such proposed Substitute PropertyPolicy, (ii) three two (2) years of historical cash flow operating statements, if available, (iii) true, complete and correct copies of any Material Subleases Leases affecting the proposed Substitute Property, (iv) a map and site plan, including an existing Survey of the proposed Substitute Property property dated not more than six (6) months prior to such submission, (v) a copy of the proposed amendment to the Master Lease and Master Lease SNDA and the License and Reservation Service Agreement to include the proposed Substitute Property, (vi) copies of all permits, licenses and approvals required with respect to operation of the proposed Substitute Property, (vii) a Phase I an environmental assessment report, conducted under the ASTM International Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process E1527-05, report issued by a recognized environmental consultant, (viii) copies of all condominium documents and ground leasesreciprocal easement agreements, if any, affecting the Substitute Property, (ix) an engineer’s inspection report, (x) ground lessor, fee mortgagee, condominium association estoppel certificates from parties to any reciprocal easement agreements and tenant (tenants under any Material Subleases) estoppel certificates and tenant (under Material Subleases) Non-Disturbance Agreements, in each case in the forms attached hereto and including such variations that are either immaterial or are form reasonably acceptable to Mezzanine Lender, as applicable, together with any governmental consents required with respect in order to subject the Substitute Property to the Contemplated TransactionsLien of the Security Instrument, (xi) a commitment from the Title Company with respect to the issuance of a Title Policy, together with copies of all exceptions referenced therein and a copy of the recorded memorandum of ground lease if such Substitute Property will be a Ground Lease Propertytherein, (xii) upon the reasonable request of the Mezzanine Lender, a PML “Probable Maximum Loss” study, (xiii) a FIRREA appraisal conducted by Xxxxxxx & Xxxxxxxxx (or another Independent appraiser reasonably acceptable to Mezzanine Lender)an Appraisal, (xiv) if such proposed Substitute Property is not then owned by Borrower (or in the Mortgage Borrower case of property located in Maryland, Maryland Guarantor) or its Affiliate, a duly executed copy of the purchase and sale agreement for such proposed Substitute Property and copies of all proposed documentation transferring title to the proposed Substitute Property to Mortgage Borrower (or, in the case of property located in Maryland, the Maryland Guarantor), including any interim transfers to its Affiliates, (xv) a copy of the flood certification, (xvi) either (A) a letter or other evidence with respect to the proposed Substitute Property from the appropriate Governmental Authorities concerning compliance with applicable zoning and building laws, (B) an ALTA 3.1 zoning endorsement for the Title Policy or (C) a zoning report prepared by PZR or other similar company indicating that the proposed Substitute Property is in material compliance with applicable zoning and building laws, (xvii) a copy of the valid permanent certificate of occupancy (if required by applicable law), (xviii) calculations of the LTV Ratio and the LCR both before and after the proposed Substitution, Substitution and (xix) evidence reasonably satisfactory to Mezzanine Lender and its insurance consultant of insurance policies covering the proposed Substitute Property satisfying all pro formas of the requirements of insurance certificates required under Article VI, and (xx) UCC, bankruptcy, state and federal tax lien, litigation and judgment searches conducted by a search firm reasonably acceptable to the Mezzanine Lender VI with respect to the title holder of such proposed Substitute Property on the date immediately prior to acquisition thereof by Mortgage BorrowerProperty, in each of the locations reasonably specified by the Mezzanine Lender and not revealing any Liens other than Permitted Encumbrances. In addition, Mezzanine Borrower subject to the consent of the owner of the Substitute Property, Lender shall permit the Mezzanine Lender at all reasonable times and upon reasonable prior notice be permitted to make an inspection of such proposed Substitute Property. Mezzanine Lender shall confirm Mezzanine Borrower’s compliance with this paragraph (c) with respect to each proposed Substitute Property within thirty (30) days after Mezzanine Lender’s receipt of the complete applicable Substitution Due Diligence Package and Mezzanine Lender’s failure as a condition to so confirm or deny Mezzanine Borrower’s compliance within such thirty (30) day period shall be deemed compliance by Mezzanine Borrower with this paragraph (c), provided that this sentence appears in bold capital letters in the Substitution Notice accompanying the Substitution Due Diligence Packagesubstitution.

Diligence Process. The Mezzanine Borrower shall submit to the Mezzanine Lender written notice (a “Substitution Notice”) setting forth the Business Day no earlier than thirty forty-five (3045) days after the date of such Substitution Notice on which Mezzanine Borrower desires to effect such Substitution (the “Substitution Date”), together with the following materials (the “Substitution Due Diligence Package”) relating to the proposed Substitute Property: (i) a description of the proposed Substitute Property sufficient to obtain a the Title Policy for such proposed Substitute PropertyPolicy, (ii) three two years of historical cash flow operating statements, if available, (iii) true, complete and correct copies of any Material Subleases affecting the proposed Substitute Property, (iv) a map and site plan, including an existing Survey of the proposed Substitute Property property dated not more than six (6) months prior to such submission, (v) a copy of the proposed amendment to the Master Lease and Master Lease SNDA and the License and Reservation Service Agreement to include the proposed Substitute Property, (vi) copies of all permits, licenses and approvals required with respect to operation of the proposed Substitute Property, (vii) a Phase I an environmental assessment report, conducted under the ASTM International Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process E1527-05, report issued by a recognized environmental consultant, (viii) copies of all REAs, condominium documents and ground leases, if any, (ix) an engineer’s inspection report, (x) ground lessor, fee mortgageeREA, condominium association and tenant (under Material Subleases) estoppel certificates and tenant (under Material Subleases) Non-Disturbance Agreements, in each case in the forms attached hereto and including such variations that are either immaterial or are reasonably acceptable to Mezzanine Lender, as applicable, together with any consents required with respect to the Contemplated Transactions, (xi) a commitment from the Title Company with respect to the issuance of a Title Policy, together with copies of all exceptions referenced therein and a copy of the recorded memorandum of ground lease if such Substitute Property will be a Ground Lease Property, (xii) upon the reasonable request of the Mezzanine Lender, a PML study, (xiii) a FIRREA appraisal conducted by Xxxxxxx & Xxxxxxxxx (or another Independent appraiser engaged by Mortgage Lender and reasonably acceptable to Mezzanine Lender), (xiv) if such proposed Substitute Property is not then owned by the Mortgage Borrower or its Affiliate, a duly executed copy of the purchase and sale agreement for such proposed Substitute Property and copies of all proposed documentation transferring title to the proposed Substitute Property to Mortgage Borrower including any interim transfers to its Affiliates, (xvxii) a copy of the flood certification, (xvixv) either (A) a letter or other evidence with respect to the proposed Substitute Property from the appropriate Governmental Authorities concerning compliance with applicable zoning and building laws, (B) an ALTA 3.1 zoning endorsement for the Title Policy or (C) a zoning report prepared by PZR indicating that the proposed Substitute Property is in material compliance with applicable zoning and building laws, (xviixvi) a copy of the valid permanent certificate of occupancy (if required by applicable law), (xviiixvii) calculations of the LTV Ratio and LCR DSCR both before and after the proposed Substitution, (xixxviii) evidence reasonably satisfactory to Mezzanine Lender and its insurance consultant of insurance policies covering the proposed Substitute Property satisfying all pro formas of the requirements of insurance certificates required under Article VIVI with respect to such Substitute Property, and (xxxix) UCC, bankruptcy, state and federal tax lien, litigation and judgment searches conducted by a search firm reasonably acceptable to the Mezzanine Lender with respect to the title holder of such proposed Substitute Property on the date immediately prior to acquisition thereof by Mortgage Borrower, in each of the locations reasonably specified by the Mezzanine Lender and not revealing any Liens other than Permitted Encumbrances. In addition, Mezzanine Borrower shall permit the Mezzanine Lender at all reasonable times and upon reasonable prior notice to make an inspection of such proposed Substitute Property. Mezzanine Lender shall confirm Mezzanine Borrower’s compliance with this paragraph (c) with respect to each proposed Substitute Property within thirty (30) days after Mezzanine Lender’s receipt of the complete applicable Substitution Due Diligence Package and Mezzanine Lender’s failure to so confirm or deny Mezzanine Borrower’s compliance within such thirty (30) day period shall be deemed compliance by Mezzanine Borrower with this paragraph (c), provided that this sentence appears in bold capital letters in the Substitution Notice accompanying the Substitution Due Diligence Package.paragraph

Diligence Process. The Mezzanine Borrower shall submit to the Mezzanine Lender written notice (a “Substitution Notice”) setting forth the Business Day no earlier than thirty forty-five (3045) days after the date of such Substitution Notice on which Mezzanine Borrower desires to effect such Substitution (the “Substitution Date”), together with the following materials (the “Substitution Due Diligence Package”) relating to the proposed Substitute Property: (i) a description of the proposed Substitute Property sufficient to obtain a the Title Policy for such proposed Substitute PropertyPolicy, (ii) three two years of historical cash flow operating statements, if available, (iii) true, complete and correct copies of any Material Subleases affecting the proposed Substitute Property, (iv) a map and site plan, including an existing Survey of the proposed Substitute Property property dated not more than six (6) months prior to such submission, (v) a copy of the proposed amendment to the Master Lease and Master Lease SNDA and the License and Reservation Service Agreement to include the proposed Substitute Property, (vi) copies of all permits, licenses and approvals required with respect to operation of the proposed Substitute Property, (vii) a Phase I an environmental assessment report, conducted under the ASTM International Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process E1527-05, report issued by a recognized environmental consultant, (viii) copies of all REAs, condominium documents and ground leases, if any, (ix) an engineer’s inspection report, (x) ground lessor, fee mortgageeREA, condominium association and tenant (under Material Subleases) estoppel certificates and tenant (under Material Subleases) Non-Disturbance Agreements, in each case in the forms attached hereto and including such variations that are either immaterial or are reasonably acceptable to Mezzanine Lender, as applicable, together with any consents required with respect to the Contemplated Transactions, (xi) a commitment from the Title Company with respect to the issuance of a Title Policy, together with copies of all exceptions referenced therein and a copy of the recorded memorandum of ground lease if such Substitute Property will be a Ground Lease Property, (xii) upon the reasonable request of the Mezzanine Lender, a PML study, (xiii) a FIRREA appraisal conducted by Xxxxxxx & Xxxxxxxxx (or another Independent appraiser reasonably acceptable to Mezzanine Lender), (xiv) if such proposed Substitute Property is not then owned by the Mortgage Borrower or its Affiliate, a duly executed copy of the purchase and sale agreement for such proposed Substitute Property and copies of all proposed documentation transferring title to the proposed Substitute Property to Mortgage Borrower including any interim transfers to its Affiliates, (xvxii) a copy of the flood certification, (xvixv) either (A) a letter or other evidence with respect to the proposed Substitute Property from the appropriate Governmental Authorities concerning compliance with applicable zoning and building laws, (B) an ALTA 3.1 zoning endorsement for the Title Policy or (C) a zoning report prepared by PZR indicating that the proposed Substitute Property is in material compliance with applicable zoning and building laws, (xviixvi) a copy of the valid permanent certificate of occupancy (if required by applicable law), (xviiixvii) calculations of the LTV Ratio and LCR DSCR both before and after the proposed Substitution, (xixxviii) evidence reasonably satisfactory to Mezzanine Lender and its insurance consultant of insurance policies covering the proposed Substitute Property satisfying all pro formas of the requirements of insurance certificates required under Article VIVI with respect to such Substitute Property, and (xxxix) UCC, bankruptcy, state and federal tax lien, litigation and judgment searches conducted by a search firm reasonably acceptable to the Mezzanine Lender with respect to the title holder of such proposed Substitute Property on the date immediately prior to acquisition thereof by Mortgage Borrower, in each of the locations reasonably specified by the Mezzanine Lender and not revealing any Liens other than Permitted Encumbrances. In addition, Mezzanine Borrower shall permit the Mezzanine Lender at all reasonable times and upon reasonable prior notice to make an inspection of such proposed Substitute Property. Mezzanine Lender shall confirm Mezzanine Borrower’s compliance with this paragraph (c) with respect to each proposed Substitute Property within thirty (30) days after Mezzanine Lender’s receipt of the complete applicable Substitution Due Diligence Package and Mezzanine Lender’s failure to so confirm or deny Mezzanine Borrower’s compliance within such thirty (30) day period shall be deemed compliance by Mezzanine Borrower with this paragraph (c), provided that this sentence appears in bold capital letters in on the Substitution Notice accompanying envelope containing the Substitution Due Diligence Package.

Diligence Process. The Mezzanine Borrower shall submit to the Mezzanine Lender written notice (a “Substitution Notice”) setting forth the Business Day no earlier than thirty (30) days after the date of such Substitution Notice on which Mezzanine Borrower desires to effect such Substitution (the “Substitution Date”), together with the following materials (the “Substitution Due Diligence Package”) relating to the proposed Substitute Property: (i) a description of the proposed Substitute Property sufficient to obtain a Title Policy for such proposed Substitute Property, (ii) three years of historical cash flow operating statements, if available, (iii) true, complete and correct copies of any Material Subleases affecting the proposed Substitute Property, (iv) a map and site plan, including an existing Survey of the proposed Substitute Property dated not more than six (6) months prior to such submission, (v) a copy of the proposed amendment to the Master Lease and Master Lease SNDA and the License and Reservation Service Agreement to include the proposed Substitute Property, (vi) copies of all permits, licenses and approvals required with respect to operation of the proposed Substitute Property, (vii) a Phase I environmental assessment report, conducted under the ASTM International Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process E1527-05, issued by a recognized environmental consultant, (viii) copies of all condominium documents and ground leases, if any, (ix) an engineer’s inspection report, (x) ground lessor, fee mortgagee, condominium association and tenant (under Material Subleases) estoppel certificates and tenant (under Material Subleases) Non-Disturbance Agreements, in each case in the forms attached hereto and including such variations that are either immaterial or are reasonably acceptable to Mezzanine Lender, as applicable, together with any consents required with respect to the Contemplated Transactions, (xi) a commitment from the Title Company with respect to the issuance of a Title Policy, together with copies of all exceptions referenced therein and a copy of the recorded memorandum of ground lease if such Substitute Property will be a Ground Lease Property, (xii) upon the reasonable request of the Mezzanine Lender, a PML study, (xiii) a FIRREA appraisal conducted by Xxxxxxx & Xxxxxxxxx (or another Independent appraiser reasonably acceptable to Mezzanine Lender), (xiv) if such proposed Substitute Property is not then owned by the Mortgage Borrower or its Affiliate, a duly executed copy of the purchase and sale agreement for such proposed Substitute Property and copies of all proposed documentation transferring title to the proposed Substitute Property to Mortgage Borrower including any interim transfers to its Affiliates, (xv) a copy of the flood certification, (xvi) either (A) a letter or other evidence with respect to the proposed Substitute Property from the appropriate Governmental Authorities concerning compliance with applicable zoning and building laws, (B) an ALTA 3.1 zoning endorsement for the Title Policy or (C) a zoning report prepared by PZR indicating that the proposed Substitute Property is in material compliance with applicable zoning and building laws, (xvii) a copy of the valid permanent certificate of occupancy (if required by applicable law), (xviii) calculations of the LTV Ratio and LCR both before and after the proposed Substitution, (xix) evidence reasonably satisfactory to Mezzanine Lender and its insurance consultant of insurance policies covering the proposed Substitute Property satisfying all of the requirements of Article VI, and (xx) UCC, bankruptcy, state and federal tax lien, litigation and judgment searches conducted by a search firm reasonably acceptable to the Mezzanine Lender with respect to the title holder of such proposed Substitute Property on the date immediately prior to acquisition thereof by Mortgage Borrower, in each of the locations reasonably specified by the Mezzanine Lender and not revealing any Liens other than Permitted Encumbrances. In addition, Mezzanine Borrower shall permit the Mezzanine Lender at all reasonable times and upon reasonable prior notice to make an inspection of such proposed Substitute Property. Mezzanine Lender shall confirm Mezzanine Borrower’s compliance with this paragraph (c) with respect to each proposed Substitute Property within thirty (30) days after Mezzanine Lender’s receipt of the complete applicable Substitution Due Diligence Package and Mezzanine Lender’s failure to so confirm or deny Mezzanine Borrower’s compliance within such thirty (30) day period shall be deemed compliance by Mezzanine Borrower with this paragraph (c), provided that this sentence appears in bold capital letters in the Substitution Notice accompanying the Substitution Due Diligence Package.

Diligence Process. The Mezzanine Borrower shall submit to the Mezzanine Lender written notice (a “Substitution Notice”) setting forth the Business Day no earlier than thirty (30) days after the date of such Substitution Notice on which Mezzanine Borrower desires to effect such Substitution (the “Substitution Date”), together with the following materials (the “Substitution Due Diligence Package”) relating to the proposed Substitute Property: (i) a description of the proposed Substitute Property sufficient to obtain a Title Policy for such proposed Substitute Property, (ii) three years of historical cash flow operating statements, if available, (iii) true, complete and correct copies of any Material Subleases affecting the proposed Substitute Property, (iv) a map and site plan, including an existing Survey of the proposed Substitute Property dated not more than six (6) months prior to such submission, (v) a copy of the proposed amendment to the Master Lease and Master Lease SNDA and the License and Reservation Service Agreement to include the proposed Substitute Property, (vi) copies of all permits, licenses and approvals required with respect to operation of the proposed Substitute Property, (vii) a Phase I environmental assessment report, conducted under the ASTM International Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process E1527-05, issued by a recognized environmental consultant, (viii) copies of all condominium documents and ground leases, if any, (ix) an engineer’s inspection report, (x) ground lessor, fee mortgagee, condominium association and tenant (under Material Subleases) estoppel certificates and tenant (under Material Subleases) Non-Disturbance Agreements, in each case in the forms attached hereto and including such variations that are either immaterial or are reasonably acceptable to Mezzanine Lender, as applicable, together with any consents required with respect to the Contemplated Transactions, (xi) a commitment from the Title Company with respect to the issuance of a Title Policy, together with copies of all exceptions referenced therein and a copy of the recorded memorandum of ground lease if such Substitute Property will be a Ground Lease Property, (xii) upon the reasonable request of the Mezzanine Lender, a PML study, (xiii) a FIRREA appraisal conducted by Xxxxxxx & Xxxxxxxxx (or another Independent appraiser reasonably acceptable to Mezzanine Lender), (xiv) if such proposed Substitute Property is not then owned by the Mortgage Borrower or its Affiliate, a duly executed copy of the purchase and sale agreement for such proposed Substitute Property and copies of all proposed documentation transferring title to the proposed Substitute Property to Mortgage Borrower including any interim transfers to its Affiliates, (xv) a copy of the flood certification, (xvi) either (A) a letter or other evidence with respect to the proposed Substitute Property from the appropriate Governmental Authorities concerning compliance with applicable zoning and building laws, (B) an ALTA 3.1 zoning endorsement for the Title Policy or (C) a zoning report prepared by PZR indicating that the proposed Substitute Property is in material compliance with applicable zoning and building laws, (xvii) a copy of the valid permanent certificate of occupancy (if required by applicable law), (xviii) calculations of the LTV Ratio and LCR both before and after the proposed Substitution, (xix) evidence reasonably satisfactory to Mezzanine Lender and its insurance consultant of insurance policies covering the proposed Substitute Property satisfying all of the requirements of Article VI, and (xx) UCC, bankruptcy, state and federal tax lien, litigation and judgment searches conducted by a search firm reasonably acceptable to the Mezzanine Lender with respect to the title holder of such proposed Substitute Property on the date immediately prior to acquisition thereof by Mortgage Borrower, in each of the locations reasonably specified by the Mezzanine Lender and not revealing any Liens other than Permitted Encumbrances. In addition, Mezzanine Borrower shall permit the Mezzanine Lender at all reasonable times and upon reasonable prior notice to make an inspection of such proposed Substitute Property. Mezzanine Lender shall confirm Mezzanine Borrower’s compliance with this paragraph (c) with respect to each proposed Substitute Property within thirty (30) days after Mezzanine Lender’s receipt of the complete applicable Substitution Due Diligence Package and Mezzanine Lender’s failure to so confirm or deny Mezzanine Borrower’s compliance within such thirty (30) day period shall be deemed compliance by Mezzanine Borrower with this paragraph (c), provided that this sentence appears in bold capital letters in the Substitution Notice accompanying the Substitution Due Diligence Package.,

Diligence Process. The Mezzanine Borrower shall submit to the Mezzanine Lender written notice (a “Substitution Notice”) setting forth the Business Day no earlier than thirty (30) days after the date of such Substitution Notice on which Mezzanine Borrower desires to effect such Substitution (the “Substitution Date”), together with the following materials (the “Substitution Due Diligence Package”) relating to the proposed Substitute Property: (i) a description of the proposed Substitute Property sufficient to obtain a Title Policy for such proposed Substitute Property, (ii) three years of historical cash flow operating statements, if available, (iii) true, complete and correct copies of any Material Subleases affecting the proposed Substitute Property, (iv) a map and site plan, including an existing Survey of the proposed Substitute Property dated not more than six (6) months prior to such submission, (v) a copy of the proposed amendment to the Master Lease and Master Lease SNDA and the License and Reservation Service Agreement to include the proposed Substitute Property, (vi) copies of all permits, licenses and approvals required with respect to operation of the proposed Substitute Property, (vii) a Phase I environmental assessment report, conducted under the ASTM International Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process E1527-05, issued by a recognized environmental consultant, (viii) copies of all condominium documents and ground leases, if any, (ix) an engineer’s inspection report, (x) ground lessor, fee mortgagee, condominium association and tenant (under Material Subleases) estoppel certificates and tenant (under Material Subleases) Non-Disturbance Agreements, in each case in the forms attached hereto and including such variations that are either immaterial or are reasonably acceptable to Mezzanine Lender, as applicable, together with any consents required with respect to the Contemplated Transactions, (xi) a commitment from the Title Company with respect to the issuance of a Title Policy, together with copies of all exceptions referenced therein and a copy of the recorded memorandum of ground lease if such Substitute Property will be a Ground Lease Property, (xii) upon the reasonable request of the Mezzanine Lender, a PML study, (xiii) a FIRREA appraisal conducted by Xxxxxxx & Xxxxxxxxx Wakefield (or another Independent appraiser reasonably acceptable to Mezzanine Lender), (xiv) if such proposed Substitute Property is not then owned by the Mortgage Borrower or its Affiliate, a duly executed copy of the purchase and sale agreement for such proposed Substitute Property and copies of all proposed documentation transferring title to the proposed Substitute Property to Mortgage Borrower including any interim transfers to its Affiliates, (xv) a copy of the flood certification, (xvi) either (A) a letter or other evidence with respect to the proposed Substitute Property from the appropriate Governmental Authorities concerning compliance with applicable zoning and building laws, (B) an ALTA 3.1 zoning endorsement for the Title Policy or (C) a zoning report prepared by PZR indicating that the proposed Substitute Property is in material compliance with applicable zoning and building laws, (xvii) a copy of the valid permanent certificate of occupancy (if required by applicable law), (xviii) calculations of the LTV Ratio and LCR both before and after the proposed Substitution, (xix) evidence reasonably satisfactory to Mezzanine Lender and its insurance consultant of insurance policies covering the proposed Substitute Property satisfying all of the requirements of Article VI, and (xx) UCC, bankruptcy, state and federal tax lien, litigation and judgment searches conducted by a search firm reasonably acceptable to the Mezzanine Lender with respect to the title holder of such proposed Substitute Property on the date immediately prior to acquisition thereof by Mortgage Borrower, in each of the locations reasonably specified by the Mezzanine Lender and not revealing any Liens other than Permitted Encumbrances. In addition, Mezzanine Borrower shall permit the Mezzanine Lender at all reasonable times and upon reasonable prior notice to make an inspection of such proposed Substitute Property. Mezzanine Lender shall confirm Mezzanine Borrower’s compliance with this paragraph (c) with respect to each proposed Substitute Property within thirty (30) days after Mezzanine Lender’s receipt of the complete applicable Substitution Due Diligence Package and Mezzanine Lender’s failure to so confirm or deny Mezzanine Borrower’s compliance within such thirty (30) day period shall be deemed compliance by Mezzanine Borrower with this paragraph (c), provided that this sentence appears in bold capital letters in the Substitution Notice accompanying the Substitution Due Diligence Package.

Diligence Process. The Mezzanine Borrower shall submit to the Mezzanine Lender written notice (a “Substitution Notice”) setting forth the Business Day no earlier than thirty forty-five (3045) days after the date of such Substitution Notice on which Mezzanine Borrower desires to effect such Substitution (the “Substitution Date”), together with the following materials (the “Substitution Due Diligence Package”) relating to the proposed Substitute Property: (i) a description of the proposed Substitute Property sufficient to obtain a the Title Policy for such proposed Substitute PropertyPolicy, (ii) three two years of historical cash flow operating statements, if available, (iii) true, complete and correct copies of any Material Subleases affecting the proposed Substitute Property, (iv) a map and site plan, including an existing Survey of the proposed Substitute Property property dated not more than six (6) months prior to such submission, (v) a copy of the proposed amendment to the Master Lease and Master Lease SNDA and the License and Reservation Service Agreement to include the proposed Substitute Property, (vi) copies of all permits, licenses and approvals required with respect to operation of the proposed Substitute Property, (vii) a Phase I an environmental assessment report, conducted under the ASTM International Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process E1527-05, report issued by a recognized environmental consultant, (viii) copies of all REAs, condominium documents and ground leases, if any, (ix) in the case of Substitutions which occur after the Outside Date, an engineer’s inspection report, (x) ground lessor, fee mortgageeREA, condominium association and tenant (under Material Subleases) estoppel certificates and tenant (under Material Subleases) Non-Disturbance Agreements, in each case in the forms attached hereto and including such variations that are either immaterial or are reasonably acceptable to Mezzanine Lender, as applicable, together with any consents required with respect to the Contemplated Transactions, (xi) a commitment from the Title Company with respect to the issuance of a Title Policy, together with copies of all exceptions referenced therein and a copy of the recorded memorandum of ground lease if such Substitute Property will be a Ground Lease Property, (xii) upon the reasonable request of the Mezzanine Lender, a PML study, (xiii) a FIRREA appraisal conducted by Xxxxxxx & Xxxxxxxxx (or another Independent appraiser reasonably acceptable to Mezzanine Lender), (xiv) if such proposed Substitute Property is not then owned by the Mortgage Borrower or its Affiliate, a duly executed copy of the purchase and sale agreement for such proposed Substitute Property and copies of all proposed documentation transferring title to the proposed Substitute Property to Mortgage Borrower including any interim transfers to its Affiliates, (xvxii) a copy of the flood certification, (xvixv) either (A) a letter or other evidence with respect to the proposed Substitute Property from the appropriate Governmental Authorities concerning compliance with applicable zoning and building laws, (B) an ALTA 3.1 zoning endorsement for the Title Policy or (C) a zoning report prepared by PZR indicating that the proposed Substitute Property is in material compliance with applicable zoning and building laws, (xviixvi) a copy of the valid permanent certificate of occupancy (if required by applicable law), (xviiixvii) calculations of the LTV Ratio and LCR DSCR both before and after the proposed Substitution, (xixxviii) evidence reasonably satisfactory to Mezzanine Lender and its insurance consultant of insurance policies covering the proposed Substitute Property satisfying all pro formas of the requirements of insurance certificates required under Article VIVI with respect to such Substitute Property, and (xxxix) UCC, bankruptcy, state and federal tax lien, litigation and judgment searches conducted by a search firm reasonably acceptable to the Mezzanine Lender with respect to the title holder of such proposed Substitute Property on the date immediately prior to acquisition thereof by Mortgage Borrower, in each of the locations reasonably specified by the Mezzanine Lender and not revealing any Liens other than Permitted Encumbrances. In addition, Mezzanine Borrower shall permit the Mezzanine Lender at all reasonable times and upon reasonable prior notice to make an inspection of such proposed Substitute Property. Mezzanine Lender shall confirm Mezzanine Borrower’s compliance with this paragraph (c) with respect to each proposed Substitute Property within thirty (30) days after Mezzanine Lender’s receipt of the complete applicable Substitution Due Diligence Package and Mezzanine Lender’s failure to so confirm or deny Mezzanine Borrower’s compliance within such thirty (30) day period shall be deemed compliance by Mezzanine Borrower with this paragraph (c), provided that this sentence appears in bold capital letters in on the Substitution Notice accompanying envelope containing the Substitution Due Diligence Package.