Eligible REO Assets Sample Clauses

Eligible REO Assets. If, with respect to any Loan Asset, the Borrower elects to foreclose, accept a deed in lieu of foreclosure, or exercise its other remedies in strict accordance with this Section 2.15, including with respect to an interest as the lessee under an Eligible Ground Lease (such property subject to such proceedings, “REO”), then no later than the date of any foreclosure sale or the date on which the Borrower accepts a deed-in-lieu of foreclosure with respect to such REO, provided that the conditions of Sections 2.15(b) or 2.15(c), as applicable, have been satisfied and provided further that the Initial Lender has consented thereto, the Borrower shall (i) create a Permitted REO Subsidiary or TRS Subsidiary to hold such REO and (ii) execute and deliver to the Collateral Custodian such Mortgage Loan Documents sufficient to document a first priority mortgage in favor of the Administrative Agent, on behalf of the Secured Parties, as mortgagee, with respect to such REO property. Upon the satisfaction of the foregoing conditions (including the written consent of the Initial Lender), such REO will be deemed to be an Eligible REO Asset. The Borrower shall immediately pay to the Administrative Agent and each Lender, at such party’s request, all reasonably incurred, third party costs and expenses in connection with the foregoing, including, without limitation, the reasonable attorneys’ fees and expenses, mortgage recording costs, transfer taxes and fees, and title insurance premiums of the Administrative Agent or such Lender, as applicable.