Common use of Grant of Springing Liens Clause in Contracts

Grant of Springing Liens. (a) Borrower shall grant, bargain, convey and sell, and will cause each other Loan Party to grant, bargain, convey and sell, to Administrative Agent, for the pro rata benefit of the Administrative Agent and the Lenders, a springing lien in and to all Land Held for Development, Lots under Development, Finished Lots, Model Housing Units, Pre-Sold Housing Units and Speculative Housing Units, now owned or hereafter acquired or arising and regardless of wherever situated, in accordance with the process set forth below. (b) As soon as possible, but no later than ninety (90) days after the occurrence of a Trigger Event or such longer period as Administrative Agent shall agree in its reasonable discretion, in addition to all other rights and remedies of Administrative Agent and Lenders, if any, Borrower and/or each Subsidiary Guarantor owning Property shall (i) execute, deliver and cause to be filed Mortgages which are effective to create in favor of Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien (subject to Permitted Liens) and security interest in all such Property and related Collateral owned by Borrower or any Subsidiary Guarantor, which such Mortgages when filed in the appropriate offices for the locations specified in such Mortgages, shall constitute a fully perfected Lien (subject to Permitted Liens on), and security interest in, all right, title and interest of the grantors thereunder in such real property and related Improvements, in each case prior and superior in right to any other Lien (other than Permitted Liens), and (ii) shall cause to be delivered to Administrative Agent, at Borrower’s sole cost and expense, the Mortgages Requirements set forth in clause (c) below. (c) With respect to each Mortgage entered into pursuant to clause (b) above and the Collateral related thereto, Borrower and the Subsidiary Guarantors shall cause the following items to be completed, all in form and substance reasonably satisfactory to Administrative Agent (collectively, the “Mortgage Requirements”):

Grant of Springing Liens. (a) Upon the occurrence of a Trigger Event, the Borrower shall grant, bargain, convey and sell, and will cause each other Loan Party to grant, bargain, convey and sell, to the Administrative Agent, for the pro rata benefit of the Administrative Agent and the Lenders, a springing lien in and to all Land Held for Development, Lots under Under Development, Finished Lots, Model Housing Units, Pre-Sold Housing Units and Speculative Housing Units, now owned or hereafter acquired or arising and regardless of wherever situated, in accordance with the process set forth below. (b) As soon as possible, but no later than ninety (90) days after the occurrence of a Trigger Event or such longer period as the Administrative Agent shall may agree in its reasonable discretion, in addition to all other rights and remedies of the Administrative Agent and Lenders, if any, the Borrower and/or each Subsidiary Guarantor owning Property (other than a leasehold) shall (i) execute, deliver and cause to be filed Mortgages which are effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien (subject to Permitted Liens) and security interest in all such Property and related Collateral owned by the Borrower or any Subsidiary Guarantor, which such Mortgages when filed in the appropriate offices for the locations specified in such Mortgages, shall constitute a fully perfected Lien (subject to Permitted Liens on), and security interest in, all right, title and interest of the grantors thereunder in such real property and related Improvements, in each case prior and superior in right to any other Lien (other than Permitted Liens), and (ii) shall cause to be delivered to the Administrative Agent, at the Borrower’s sole cost and expense, the Mortgages Requirements set forth in clause (c) belowbelow (provided, Borrower shall provide Administrative Agent with a list of all street addresses and corresponding legal descriptions for all such Property within thirty (30) days after the occurrence of a Trigger Event and Administrative Agent shall promptly provide such information to the Lenders). (c) With respect to each Mortgage entered into pursuant to clause (b) above and the Collateral related thereto, the Borrower and the Subsidiary Guarantors shall cause the following items to be completed, all in form and substance reasonably satisfactory to the Administrative Agent (collectively, the “Mortgage Requirements”):

Grant of Springing Liens. (a) Borrower shall grant, bargain, convey and sell, and will cause each other Loan Party to grant, bargain, convey and sell, to Administrative Agent, for the pro rata benefit of the Administrative Agent and the Lenders, a springing lien in and to all Land Held for Development, Lots under Development, Finished Lots, Model Housing Units, Pre-Sold Housing Units and Speculative Housing Units, now owned or hereafter acquired or arising and regardless of wherever situated, in accordance with the process set forth below. (b) As soon as possible, but no later than ninety (90) days after the occurrence of a Trigger Event or such longer period as Administrative Agent shall may agree in its reasonable discretion, in addition to all other rights and remedies of Administrative Agent and Lenders, if any, Borrower and/or each Subsidiary Guarantor owning Property shall (i) execute, deliver and cause to be filed Mortgages which are effective to create in favor of Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien (subject to Permitted Liens) and security interest in all such Property and related Collateral owned by Borrower or any Subsidiary Guarantor, which such Mortgages when filed in the appropriate offices for the locations specified in such Mortgages, shall constitute a fully perfected Lien (subject to Permitted Liens on), and security interest in, all right, title and interest of the grantors thereunder in such real property and related Improvements, in each case prior and superior in right to any other Lien (other than Permitted Liens), and (ii) shall cause to be delivered to Administrative Agent, at Borrower’s sole cost and expense, the Mortgages Requirements set forth in clause (c) below. (c) With respect to each Mortgage entered into pursuant to clause (b) above and the Collateral related thereto, Borrower and the Subsidiary Guarantors shall cause the following items to be completed, all in form and substance reasonably satisfactory to Administrative Agent (collectively, the “Mortgage Requirements”):

Grant of Springing Liens. (a) Upon the occurrence of a Trigger Event, Borrower shall grant, bargain, convey and sell, and will cause each other Loan Party to grant, bargain, convey and sell, to Administrative Agent, for the pro rata benefit of the Administrative Agent and the Lenders, a springing lien in and to all Land Held for Development, Lots under Development, Finished Lots, Model Housing Units, Pre-Sold Housing Units and Speculative Housing Units, now owned or hereafter acquired or arising and regardless of wherever situated, in accordance with the process set forth below. (b) As soon as possible, but no later than ninety (90) days after the occurrence of a Trigger Event or such longer period as Administrative Agent shall may agree in its reasonable discretion, in addition to all other rights and remedies of Administrative Agent and Lenders, if any, Borrower and/or each Subsidiary Guarantor owning Property (other than a leasehold) shall (i) execute, deliver and cause to be filed Mortgages which are effective to create in favor of Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien (subject to Permitted Liens) and security interest in all such Property and related Collateral owned by Borrower or any Subsidiary Guarantor, which such Mortgages when filed in the appropriate offices for the locations specified in such Mortgages, shall constitute a fully perfected Lien (subject to Permitted Liens on), and security interest in, all right, title and interest of the grantors thereunder in such real property and related Improvements, in each case prior and superior in right to any other Lien (other than Permitted Liens), and (ii) shall cause to be delivered to Administrative Agent, at Borrower’s sole cost and expense, the Mortgages Requirements set forth in clause (c) below. (c) With respect to each Mortgage entered into pursuant to clause (b) above and the Collateral related thereto, Borrower and the Subsidiary Guarantors shall cause the following items to be completed, all in form and substance reasonably satisfactory to Administrative Agent (collectively, the “Mortgage Requirements”):): NAI-1502661059v7 57