Common use of Guaranties and Mortgages Clause in Contracts

Guaranties and Mortgages. If any Subsidiary (as such term is defined in the LLC Operating Agreement) of Debtor acquires any REO Property after the Closing Date, then, within fifteen (15) Business Days after the foreclosure, conveyance in lieu of foreclosure or other event that resulted in such property becoming REO Property, Debtor promptly shall cause such Subsidiary to execute and deliver to the Collateral Agent (in addition to the Joinder Agreement provided for in Section 8.12) an REO Mortgage with respect to such REO Property in favor of the Collateral Agent for the benefit of the Secured Parties in form and substance satisfactory to the Collateral Agent (which mortgage shall (a) secure all of the Secured Obligations (or, in jurisdictions with a mortgage recording tax that would be payable on the full amount of the Secured Obligations, such portion or components of the Secured Obligations as the Collateral Agent shall reasonably require), (b) provide for a release price (or, in the case of REO Property consisting of condominiums or cooperative units or separate land parcels, release prices for individual units or parcels) based on the Business Plan or otherwise satisfactory to the Collateral Agent and (c) shall contain such other provisions (in addition to those included in the Underlying Loan Documents) as the Collateral Agent shall require in light of the particular nature or characteristics of such REO Property). Such REO Mortgage shall be accompanied by such related documentation and deliveries as the Collateral Agent reasonably may request, each in form and substance satisfactory to the Collateral Agent, including, without limitation, opinions of counsel, lender’s policies of title insurance (together with all endorsements thereto reasonably required by the Collateral Agent, including endorsements with respect to future advances), amendments to the Ancillary Documents deemed necessary or advisable by the Collateral Agent to reflect the particular nature and characteristics of the REO Property in question and the requirements of local law and such additional items as an institutional lender would customarily require in a construction or permanent, as applicable, loan transaction involving a property similar to such REO Property (all of the foregoing to be in form and substance satisfactory to the Collateral Agent). Such REO Mortgage shall be duly recorded or filed in such manner and in such places as are required by applicable law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent granted pursuant to such REO Mortgage, and all taxes, fees and other charges payable in connection therewith shall be paid in full. The cost of preparing, negotiating and recording such REO Mortgage (including mortgage recording taxes) and the costs associated with such additional documentation and deliverables shall be Servicing Expenses. At Debtor’s request, the Collateral Agent shall prepare and deliver to Debtor a form of REO Mortgage that (with such modifications as the Collateral Agent shall agree to in its sole discretion) shall serve as a model for subsequent REO Mortgages (subject to changes necessary or advisable, in the Collateral Agent’s judgment, to reflect local law and the particular nature and characteristics of the REO Property in question). Notwithstanding anything to the contrary contained in the foregoing, with respect to Acquired Property consisting of REO Property on the date hereof, Debtor shall deliver (and/or shall cause the applicable Ownership Entity to deliver) to the Collateral Agent the REO Mortgages and other items required to be delivered pursuant to this Section 8.11 within thirty (30) days after the Closing Date.

Guaranties and Mortgages. If any Subsidiary (as such term is defined in the LLC Operating Agreement) of Debtor acquires any REO Property after the Closing Date, then, within fifteen (15) Business Days after the foreclosure, conveyance in lieu of foreclosure or other event that resulted in such property becoming REO Property, Debtor promptly shall cause such Subsidiary to execute and deliver to the Collateral Agent (in addition to the Joinder Agreement provided for in Section 8.12) an REO Mortgage with respect to such REO Property in favor of the Collateral Agent for the benefit of the Secured Parties in form and substance satisfactory to the Collateral Agent (which mortgage shall (a) secure all of the Secured Obligations (or, in jurisdictions with a mortgage recording tax that would be payable on the full amount of the Secured Obligations, such portion or components of the Secured Obligations as the Collateral Agent shall reasonably require), (b) provide for a release price (or, in the case of REO Property consisting of condominiums or cooperative units or separate land parcels, release prices for individual units or parcels) based on the Business Plan or otherwise satisfactory to the Collateral Agent and (c) shall contain such other provisions (in addition to those included in the Underlying Loan Documents) as the Collateral Agent shall require in light of the particular nature or characteristics of such REO Property). Such REO Mortgage shall be accompanied by such related documentation and deliveries as the Collateral Agent reasonably may request, each in form and substance satisfactory to the Collateral Agent, including, without limitation, opinions of counsel, lender’s policies of title insurance (together with all endorsements thereto reasonably required by the Collateral Agent, including endorsements with respect to future advances), amendments to the Ancillary Transaction Documents deemed necessary or advisable by the Collateral Agent to reflect the particular nature and characteristics of the REO Property in question and the requirements of local law and such additional items as an institutional lender would customarily require in a construction or permanent, as applicable, loan transaction involving a property similar to such REO Property (all of the foregoing to be in form and substance satisfactory to the Collateral Agent). Such REO Mortgage shall be duly recorded or filed in such manner and in such places as are required by applicable law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent granted pursuant to such REO Mortgage, and all taxes, fees and other charges payable in connection therewith shall be paid in full. The cost of preparing, negotiating and recording such REO Mortgage (including mortgage recording taxes) and the costs associated with such additional documentation and deliverables shall be Servicing Expenses. At Debtor’s request, the Collateral Agent shall prepare and deliver to Debtor a form of REO Mortgage that (with such modifications as the Collateral Agent shall agree to in its sole discretion) shall serve as a model for subsequent REO Mortgages (subject to changes necessary or advisable, in the Collateral Agent’s judgment, to reflect local law and the particular nature and characteristics of the REO Property in question). Notwithstanding anything to the contrary contained in the foregoing, with respect to Acquired Property consisting of REO Property on the date hereof, Debtor shall deliver (and/or shall cause the applicable Ownership Entity to deliver) to the Collateral Agent the REO Mortgages and other items required to be delivered pursuant to this Section 8.11 within thirty (30) days after the Closing Date.

Guaranties and Mortgages. If any Subsidiary (as such term is defined in the LLC Operating Agreement) of the Debtor acquires any REO Property after the Closing Date, then, within fifteen (15) Business Days after written demand by the foreclosurePurchase Money Note Guarantor, conveyance in lieu of foreclosure or other event that resulted in such property becoming REO Property, the Debtor promptly shall cause such Subsidiary to execute and deliver to the Collateral Agent (in addition to the Joinder Agreement provided for in Section 8.12) an REO Mortgage with respect to such REO Property in favor of the Collateral Agent for the benefit of the Secured Parties in form and substance satisfactory to the Collateral Agent (which mortgage shall (a) secure all of the Secured Obligations (or, in jurisdictions with a mortgage recording tax that would be payable on the full amount of the Secured Obligations, such portion or components of the Secured Obligations as the Collateral Agent shall reasonably require), (b) provide for a release price (or, in the case of REO Property consisting of condominiums or cooperative units or separate land parcels, release prices for individual units or parcels) based on the Business Plan or otherwise satisfactory to the Collateral Agent and (c) shall contain such other provisions (in addition to those included in the Underlying Mortgage Loan Documents) as the Collateral Agent shall require in light of the particular nature or characteristics of such REO Property). Such REO Mortgage shall be accompanied by such related documentation and deliveries as the Collateral Agent reasonably may request, each in form and substance satisfactory to the Collateral Agent, including, without limitation, opinions of counsel, lender’s policies of title insurance (together with all endorsements thereto reasonably required by the Collateral Agent, including endorsements with respect to future advances), amendments to the Ancillary Documents deemed necessary or advisable by the Collateral Agent to reflect the particular nature and characteristics of the REO Property in question and the requirements of local law and such additional items as an institutional lender would customarily require in a construction or permanent, as applicable, loan transaction involving a property similar to such REO Property (all of the foregoing to be in form and substance satisfactory to the Collateral Agent). Such REO Mortgage shall be duly recorded or filed in such manner and in such places as are required by applicable law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent granted pursuant to such REO Mortgage, and all taxes, fees and other charges payable in connection therewith shall be paid in full. The cost of preparing, negotiating and recording such REO Mortgage (including mortgage recording taxes) and the costs associated with such additional documentation and deliverables shall be Servicing Expenses. At Debtor’s request, the Collateral Agent shall prepare and deliver to the Debtor a form of REO Mortgage that (with such modifications as the Collateral Agent shall agree to in its sole discretion) shall serve as a model for subsequent REO Mortgages (subject to changes necessary or advisable, in the Collateral Agent’s judgment, to reflect local law and the particular nature and characteristics of the REO Property in question). Notwithstanding anything to the contrary contained in the foregoing, with respect to Acquired Property consisting of REO Property on the date hereof, the Debtor shall deliver (and/or shall cause the applicable Ownership Entity to deliver) to the Collateral Agent the REO Mortgages and other items required to be delivered pursuant to this Section 8.11 within thirty (30) days after the Closing Date.

Guaranties and Mortgages. If any Subsidiary (as such term is defined in the LLC Operating Agreement) of Debtor Ownership Entity acquires any Acquired REO Property after the Closing Date, then, within fifteen (15) Business Days after the foreclosure, conveyance in lieu of foreclosure or other event that resulted in such property becoming Acquired REO Property, the Debtor promptly shall cause such Subsidiary Ownership Entity to execute and deliver to the Collateral Agent or its designee (in addition to the Joinder Agreement provided for in Section 8.12) an REO Mortgage with respect to such Acquired REO Property in favor of the Collateral Agent or its designee for the benefit of the Secured Parties in form and substance satisfactory to the Collateral Agent (which mortgage REO Mortgage shall (a) secure all of the Secured Obligations (or, in jurisdictions with a mortgage recording tax that would be payable on the full amount of the Secured Obligations, such portion Obligations or components on successive reborrowings of the Secured Obligations as Advance Loan, an amount equal to 105% of the Collateral Agent shall reasonably requireTotal Asset Valuation of the Asset to which such Acquired REO Property relates), (b) provide for a release price (or, in the case of Acquired REO Property consisting of condominiums or cooperative units or separate land parcels, release prices for individual units or parcels) based on the Business Plan or otherwise satisfactory to the Collateral Agent and (c) shall contain such other provisions (in addition to those included in the Underlying Loan Asset Documents) as the Collateral Agent shall reasonably require in light of the particular nature or characteristics of such Acquired REO Property). Such REO Mortgage shall be accompanied by such related documentation and deliveries as the Collateral Agent reasonably may request, each in form and substance satisfactory to the Collateral Agent, including, without limitation, opinions of counsel, lender’s policies of title insurance (together with all endorsements thereto reasonably required by the Collateral Agent, including endorsements with respect to future advances), amendments to the Ancillary Documents deemed necessary or advisable by the Collateral Agent to reflect the particular nature and characteristics of the REO Property in question and the requirements of local law and such additional items as an institutional lender would customarily require in a construction or permanent, as applicable, loan transaction involving a property similar to such REO Property (all of the foregoing to be in form and substance satisfactory to the Collateral Agent)Documents. Such REO Mortgage shall be duly recorded or filed in such manner and in such places as are required by applicable law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent granted pursuant to such REO Mortgage, and all taxes, fees and other charges payable in connection therewith shall be paid in full. The cost of preparing, negotiating and recording such REO Mortgage (including mortgage recording taxes) and the costs associated with such additional documentation and deliverables shall be Servicing Expenses. At the Debtor’s request, the Collateral Agent shall prepare and deliver to the Debtor a form of REO Mortgage that (with such modifications Modifications as the Collateral Agent shall agree to in its sole discretion) shall serve as a model for subsequent REO Mortgages (subject to changes necessary or advisable, in the Collateral Agent’s judgment, to reflect local law and the particular nature and characteristics of the Acquired REO Property in question). Notwithstanding anything to the contrary contained in the foregoing, with respect to the Acquired Property consisting of REO Property (p) acquired on the date hereof, the Debtor shall deliver (and/or shall cause the applicable Ownership Entity to deliver) to the Collateral Agent or its designee the REO Mortgages Collateral Documents and other items required to be delivered pursuant to this Section 8.11 within thirty (30) days after the Closing Date or (q) acquired on any date after the Closing Date., the Debtor shall deliver (and/or shall cause the applicable Ownership Entity to deliver) to the Collateral Agent or its designee the REO Collateral Documents and other items required to be delivered pursuant to this Section 8.11 (x) within ten days following the execution and delivery of such instrument or