Common use of Real Estate Assets Clause in Contracts

Real Estate Assets. Each Credit Party has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, free and clear of any Lien except as permitted hereunder and except where the failure to have such title or valid leasehold interest would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule 4.13 is a complete and correct list as of the Closing Date of (a) all fee owned Real Estate Assets and (b) all material leases, subleases or assignments of material leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (b) of the immediately preceding sentence is (x) in full force and effect and (y) no Executive Officer of the Borrower has any knowledge of any default that has occurred and is continuing thereunder which could reasonably be expected, either individually or together with other defaults, to have a Material Adverse Effect; and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Borrower represents and warrants that prior to the date hereof, Borrower has cooperated with Administrative Agent in order for Administrative Agent to obtain a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination (together with notices about special flood hazard area status and flood disaster assistance relating thereto, duly executed by the Borrower) with respect to each Material Real Estate Asset subject to a Mortgage.

Real Estate Assets. Each Credit In the event that any Loan Party has acquires fee title in fee simple toto a Real Property during the term of this Agreement, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, free and clear the Borrower shall promptly provide the Administrative Agent with written notice of the same. Within [***] after the acquisition of any Lien except such Real Property (or such later time as permitted hereunder and except where the failure agreed to have by Administrative Agent in its sole discretion), such title or valid leasehold interest would not, in the aggregate, reasonably be expected Loan Party shall deliver to have a Material Adverse Effect. Schedule 4.13 is a complete and correct list as of the Closing Date of Administrative Agent: (a) all fee owned a fully executed and notarized Mortgage, in proper form for creating a valid and enforceable lien on the Real Estate Assets Property described therein once recorded in the appropriate real estate records and in proper form for recording in such real estate records; (b) all material leasesan opinion of counsel in the jurisdiction in which such Real Property is located with respect to the enforceability of such Mortgage and such other matters as Administrative Agent may reasonably request, subleases in each case in form and substance reasonably satisfactory to Administrative Agent; (c)(i) an ALTA extended mortgagee title insurance policy or assignments an unconditional commitment therefor with respect to such Mortgage (each, a “Title Policy”) from a title company reasonably satisfactory to Administrative Agent (the “Title Company”), in an amount not less than the fair market value of material leases (such Real Estate Asset, together with all amendmentsa title report issued by the Title Company with respect thereto, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (b) of the immediately preceding sentence is (x) in full force and effect and (y) no Executive Officer of the Borrower has any knowledge of any default that has occurred and is continuing thereunder which could reasonably be expected, either individually or together with other defaults, to have a Material Adverse Effect; and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles or except as could dated not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Borrower represents and warrants that more than [***] prior to the date hereofsuch Real Property was acquired, Borrower and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, which Title Policy shall be effective as of the date of the Mortgage and otherwise be in form and substance reasonably satisfactory to Administrative Agent and (ii) evidence satisfactory to Administrative Agent that such Loan Party has cooperated paid to or deposited with the Title Company all expenses and premiums of the Title Company and all other sums required in connection with the issuance of such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage for such Real Property in the appropriate real estate records; (d) to the extent required by law, evidence of flood insurance with respect to such Real Property in compliance with any applicable regulations of the Federal Reserve Board, and in form and substance reasonably satisfactory to Administrative Agent; and (e) an ALTA/NSPS survey of such Real Property in form sufficient to permit the Title Company to issue the Title Policy in the form required by Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, which shall be either (1) certified to | Administrative Agent and dated not more than [***] prior to the date such Real Property was acquired (or such earlier time as agreed to by Administrative Agent in order for Administrative Agent to obtain its sole discretion), or (2) accompanied by a completed survey or “Life-of-Loanno change” Federal Emergency Management Agency standard flood hazard determination (together with notices about special flood hazard area status and flood disaster assistance relating thereto, duly affidavit executed by the Borrower) with respect owner of such Real Property and acceptable to each Material the Title Company to issue the Title Policy in the form required by Administrative Agent, as applicable. In addition to the foregoing, the Borrower shall, at the request of Required Lenders, deliver to Administrative Agent an appraisal of such Real Estate Asset subject Property to a Mortgageverify the amount of the Mortgage and/or Title Policy, but only if required by applicable law or regulation.

Real Estate Assets. Each Credit Party has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, free and clear of any Lien except as permitted hereunder and except where the failure to have such title or valid leasehold interest would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule 4.13 is a complete and correct list as of the Closing Date of (a) all fee owned Real Estate Assets and (b) all material leases, subleases or assignments of material leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (b) of the immediately preceding sentence is (x) in full force and effect and (y) no Executive Officer of the Borrower has any knowledge of any default that has occurred and is continuing thereunder which could reasonably be expected, either individually or together with other defaults, to have a Material Adverse Effect; and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Borrower represents and warrants that prior to the date hereof, Borrower has cooperated with 105 155722702_14171748492_2 Administrative Agent in order for Administrative Agent to obtain a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination (together with notices about special flood hazard area status and flood disaster assistance relating thereto, duly executed by the Borrower) with respect to each Material Real Estate Asset subject to a Mortgage.

Real Estate Assets. Each Company or the applicable Guarantor shall deliver all items set forth on Schedule 5.11 no later than 60 days after the Closing Date or such longer period as may be agreed to by Requisite Lenders. No later than 30 days following the Closing Date, Company shall cause the title company that issued the title insurance policy with respect to the Initial Mortgaged Property located at 0 Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx, to issue an endorsement to such title insurance policy deleting the exception thereto for that certain Writ of Attachment made on behalf of the Town of Wilmington dated December 11, 1998 and recorded in Book 9795 at Page 166. In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset and such interest has title not otherwise been made subject to the Lien of the Collateral Documents in fee simple tofavor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall (i) take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(h), 3.1(i) and 3.1(j) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid leasehold and, subject to any filing and/or recording referred to herein, perfected First Priority security interest inin such Material Real Estate Assets; provided, all its real propertyhowever, that Company shall be required to take the actions specified under this Section 5.11 with respect to the Corporate Head Office Campus only if Company has not incurred the Indebtedness permitted by Section 6.1(k) on or prior to the first anniversary of the Closing Date; and (ii) update Schedule 4.14 to the Disclosure Letter with respect to any such Material Real Estate Asset; provided however, that such Credit Party shall only be entitled to update as to matters that may constitute a material impairment to the value of that Material Real Estate Asset, and good title to, or a valid leasehold interest in, all its other property, free and clear of any Lien except as permitted hereunder and except where the failure shall not be entitled to have such title or valid leasehold interest add matters that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule 4.13 is a complete and correct list In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time, to Administrative Agent such appraisals as are required by applicable law or regulation of the Closing Date of (a) all fee owned Real Estate Assets and (b) all material leases, subleases or assignments of material leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (b) of the immediately preceding sentence is (x) in full force and effect and (y) no Executive Officer of the Borrower has any knowledge of any default that has occurred and is continuing thereunder which could reasonably be expected, either individually or together with other defaults, to have a Material Adverse Effect; and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Borrower represents and warrants that prior to the date hereof, Borrower has cooperated with Administrative Agent in order for Administrative Agent to obtain a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination (together with notices about special flood hazard area status and flood disaster assistance relating thereto, duly executed by the Borrower) with respect to each Material Real Estate Asset subject to which Collateral Agent has been granted a MortgageLien.

Real Estate Assets. Each Credit In the event that (x) any Loan Party acquires fee title to a Real Property during the term of this Loan, (y) the Lien of the CT Mortgage Lender on the CT Property has title in fee simple tobeen terminated or released, or (z) the CT Mortgage Lender consents in writing to allow US Borrower to grant a valid leasehold interest insecond priority lien on the CT Property in favor of Administrative Agent, all its real propertyand, and good title toin any such event, such Real Property has not otherwise been made subject to the Lien of the Collateral Documents, then the provisions of this Section 5.11 shall apply; Company shall send to Administrative Agent a written notice of the occurrence of any such event promptly upon the occurrence of same. Within sixty (60) days after the acquisition of any such Real Property, or a valid leasehold interest in, all its other property, free and clear of any Lien except as permitted hereunder and except where the failure to have such title or valid leasehold interest would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule 4.13 is a complete and correct list as of the Closing Date termination or release of the Lien of the CT Mortgage Lender on the CT Property, or of obtaining CT Mortgage Lender’s consent to encumber the CT Property, as applicable (or such later time as agreed to by Administrative Agent in its sole discretion), such Loan Party shall deliver to Administrative Agent: (a) all fee owned a fully executed and notarized Mortgage, in proper form for creating a valid and enforceable lien on the Real Estate Assets Property described therein once recorded in the appropriate real estate records and in proper form for recording in such real estate records; (b) all material leasesan opinion of counsel in the jurisdiction in which such Real Property is located with respect to the enforceability of such Mortgage and such other matters as Administrative Agent may reasonably request, subleases in each case in form and substance reasonably satisfactory to Administrative Agent; (c)(i) an ALTA extended mortgagee title insurance policy or assignments an unconditional commitment therefor with respect to such Mortgage (each, a “Title Policy”) from a title company reasonably satisfactory to Administrative Agent (the “Title Company”), in an amount not less than the fair market value of material leases (such Real Estate Asset, together with all amendmentsa title report issued by the Title Company with respect thereto, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (b) of the immediately preceding sentence is (x) in full force and effect and (y) no Executive Officer of the Borrower has any knowledge of any default that has occurred and is continuing thereunder which could reasonably be expected, either individually or together with other defaults, to have a Material Adverse Effect; and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles or except as could dated not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Borrower represents and warrants that more than thirty days prior to the date hereofsuch Real Property was acquired, Borrower has cooperated with released from the Lien of the CT Mortgage CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 Lender or consented by the CT Lender to be subjected to a second priority lien in favor of the Administrative Agent (or such earlier time as agreed to by Administrative Agent in order for its sole discretion), as applicable, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, which Title Policy shall be effective as of the date of the Mortgage and otherwise be in form and substance reasonably satisfactory to Administrative Agent and (ii) evidence satisfactory to obtain Administrative Agent that such Loan Party has paid to or deposited with the Title Company all expenses and premiums of the Title Company and all other sums required in connection with the issuance of such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage for such Real Property in the appropriate real estate records; (d) to the extent required by law, evidence of flood insurance with respect to such Real Property in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and in form and substance reasonably satisfactory to Administrative Agent; and (e) an ALTA/NSPS survey of such Real Property in form sufficient to permit the Title Company to issue the Title Policy in the form required by Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, which shall be either (1) certified to Administrative Agent and dated not more than sixty days prior to the date such Real Property was acquired, released from the Lien of the CT Mortgage Lender or consented by the CT Lender to be subjected to a completed second priority lien in favor of Administrative Agent, as applicable (or such earlier time as agreed to by Administrative Agent in its sole discretion), or (2) accompanied by a survey or “Life-of-Loanno change” Federal Emergency Management Agency standard flood hazard determination (together with notices about special flood hazard area status and flood disaster assistance relating thereto, duly affidavit executed by the Borrower) with respect owner of such Real Property and acceptable to each Material the Title Company to issue the Title Policy in the form required by Administrative Agent, as applicable. In addition to the foregoing, Borrowers shall, at the request of Required Lenders, deliver to Administrative Agent an appraisal of such Real Estate Asset subject Property to a Mortgageverify the amount of the Mortgage and/or Title Policy, but only if required by applicable law or regulation.

Real Estate Assets. Each Credit In the event that any Loan Party has acquires fee title in fee simple toto Material Real Property during the term of this Loan, or Borrower shall send to Administrative Agent a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, free and clear written notice of the occurrence of any Lien except such event promptly upon the occurrence of same. Within [***] days after the acquisition of any such Material Real Property (or such later time as permitted hereunder and except where the failure agreed to have by Administrative Agent in its sole discretion), such title or valid leasehold interest would not, in the aggregate, reasonably be expected Loan Party shall deliver to have a Material Adverse Effect. Schedule 4.13 is a complete and correct list as of the Closing Date of Administrative Agent: (a) all fee owned a fully executed and notarized Mortgage, in proper form for creating a valid and enforceable lien on the Real Estate Assets Property described therein once recorded in the appropriate real estate records and in proper form for recording in such real estate records; (b) all material leasesan opinion of counsel in the jurisdiction in which such Real Property is located with respect to the enforceability of such Mortgage and such other matters as Administrative Agent may reasonably request, subleases in each case in form and substance reasonably satisfactory to Administrative Agent; (c)(i) an ALTA extended mortgagee title insurance policy or assignments an unconditional commitment therefor with respect to such Mortgage (each, a “Title Policy”) from a title company reasonably satisfactory to Administrative Agent (the “Title Company”), in an amount not less than the fair market value of material leases (such Real Estate Asset, together with all amendmentsa title report issued by the Title Company with respect thereto, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (b) of the immediately preceding sentence is (x) in full force and effect and (y) no Executive Officer of the Borrower has any knowledge of any default that has occurred and is continuing thereunder which could reasonably be expected, either individually or together with other defaults, to have a Material Adverse Effect; and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles or except as could dated not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Borrower represents and warrants that more than [***] prior to the date hereofsuch Real Property was acquired and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, Borrower has cooperated with which Title Policy shall be effective as of the date of the Mortgage and otherwise be in form and substance reasonably satisfactory to Administrative Agent in order for and (ii) evidence satisfactory to Administrative Agent that such Loan Party has paid to obtain or deposited with the Title Company all expenses and premiums of the Title Company and all other sums required in connection with the issuance of such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage for such Real Property in the appropriate real estate records; (d) to the extent required by law, evidence of flood insurance with respect to such Real Property in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and in form and substance reasonably satisfactory to Administrative Agent; and (e) an ALTA/NSPS survey of such Real Property in form sufficient to permit the Title Company to issue the Title Policy in the form required by Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, which shall be either (1) certified to Administrative Agent and dated not more than [***] prior to the date such Real Property was acquired, or (2) accompanied by a completed survey or “Life-of-Loanno change” Federal Emergency Management Agency standard flood hazard determination (together with notices about special flood hazard area status and flood disaster assistance relating thereto, duly affidavit executed by the Borrower) with respect owner of such Real Property and acceptable to each the Title Company to issue the Title Policy in the form required by Administrative Agent, as applicable. In addition to the foregoing, Borrower shall, at the request of Required Lenders, deliver to Administrative Agent an appraisal of such Material Real Estate Asset subject Property to a Mortgageverify the amount of the Mortgage or Title Policy, but only if required by applicable law or regulation.

Real Estate Assets. Each Oyster Credit Party has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, free and clear of any Lien except as permitted hereunder under the Oyster Credit Documents and except where the failure to have such title or valid leasehold interest would not, in the aggregate, reasonably be expected to have a an Oyster Material Adverse Effect. Oyster Schedule 4.13 III is a complete and correct list as of the Closing Second Amendment Effective Date of (aA) all fee owned Oyster Real Estate Assets and (bB) all material leases, subleases or assignments of material leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Oyster Real Estate Asset of any Oyster Credit Party, regardless of whether such Oyster Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (bB) of the immediately preceding sentence is (x) in full force and effect and (y) no Executive Officer of the Oyster Borrower has any knowledge of any default that has occurred and is continuing thereunder which could reasonably be expected, either individually or together with other defaults, to have a an Oyster Material Adverse Effect; and each such agreement constitutes the legally valid and binding obligation of each applicable Oyster Credit Party, enforceable against such Oyster Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles or except as could not reasonably be expected to have, individually or in the aggregate, a an Oyster Material Adverse Effect. The Borrower represents and warrants that prior to the date hereof, Borrower has cooperated with Administrative Agent in order for Administrative Agent to obtain a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination (together with notices about special flood hazard area status and flood disaster assistance relating thereto, duly executed by the Borrower) with respect to each Material Real Estate Asset subject to a Mortgage.

Real Estate Assets. Each Credit In the event that (x) any Loan Party acquires fee title to a Real Property during the term of this Loan, (y) the Lien of the CT Mortgage Lender on the CT Property has title in fee simple tobeen terminated or released, or (z) the CT Mortgage Lender consents in writing to allow US Borrower to grant a valid leasehold interest insecond priority lien on the CT Property in favor of Administrative Agent, all its real propertyand, and good title toin any such event, such Real Property has not otherwise been made subject to the Lien of the Collateral Documents, then the provisions of this Section 5.11 shall apply; Company shall send to Administrative Agent a written notice of the occurrence of any such event promptly upon the occurrence of same. Within sixty (60) days after the acquisition of any such Real Property, or a valid leasehold interest in, all its other property, free and clear of any Lien except as permitted hereunder and except where the failure to have such title or valid leasehold interest would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Schedule 4.13 is a complete and correct list as of the Closing Date termination or release of the Lien of the CT Mortgage Lender on the CT Property, or of obtaining CT Mortgage Lender’s consent to encumber the CT Property, as applicable (or such later time as agreed to by Administrative Agent in its sole discretion), such Loan Party shall deliver to Administrative Agent: (a) all fee owned a fully executed and notarized Mortgage, in proper form for creating a valid and enforceable lien on the Real Estate Assets Property described therein once recorded in the appropriate real estate records and in proper form for recording in such real estate records; (b) all material leasesan opinion of counsel in the jurisdiction in which such Real Property is located with respect to the enforceability of such Mortgage and such other matters as Administrative Agent may reasonably request, subleases in each case in form and substance reasonably satisfactory to Administrative Agent; (c)(i) an ALTA extended mortgagee title insurance policy or assignments an unconditional commitment therefor with respect to such Mortgage (each, a “Title Policy”) from a title company reasonably satisfactory to Administrative Agent (the “Title Company”), in an amount not less than the fair market value of material leases (such Real Estate Asset, together with all amendmentsa title report issued by the Title Company with respect thereto, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (b) of the immediately preceding sentence is (x) in full force and effect and (y) no Executive Officer of the Borrower has any knowledge of any default that has occurred and is continuing thereunder which could reasonably be expected, either individually or together with other defaults, to have a Material Adverse Effect; and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles or except as could dated not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Borrower represents and warrants that more than thirty days prior to the date hereofsuch Real Property was acquired, Borrower has cooperated with released from the Lien of the CT Mortgage Lender or consented by the CT Lender to be subjected to a second priority lien in favor of the Administrative Agent (or such earlier time as agreed to by Administrative Agent in order for its sole discretion), as applicable, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, which Title Policy shall be effective as of the date of the Mortgage and otherwise be in form and substance reasonably satisfactory to Administrative Agent and (ii) evidence satisfactory to obtain Administrative Agent that such Loan Party has paid to or deposited with the Title Company all expenses and premiums of the Title Company and all other sums required in connection with the issuance of such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage for such Real Property in the appropriate real estate records; (d) to the extent required by law, evidence of flood insurance with respect to such Real Property in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and in form and substance reasonably satisfactory to Administrative Agent; and US-DOCS\125962273.9 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 (e) an ALTA/NSPS survey of such Real Property in form sufficient to permit the Title Company to issue the Title Policy in the form required by Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, which shall be either (1) certified to Administrative Agent and dated not more than sixty days prior to the date such Real Property was acquired, released from the Lien of the CT Mortgage Lender or consented by the CT Lender to be subjected to a completed second priority lien in favor of Administrative Agent, as applicable (or such earlier time as agreed to by Administrative Agent in its sole discretion), or (2) accompanied by a survey or “Life-of-Loanno change” Federal Emergency Management Agency standard flood hazard determination (together with notices about special flood hazard area status and flood disaster assistance relating thereto, duly affidavit executed by the Borrower) with respect owner of such Real Property and acceptable to each Material the Title Company to issue the Title Policy in the form required by Administrative Agent, as applicable. In addition to the foregoing, Borrowers shall, at the request of Required Lenders, deliver to Administrative Agent an appraisal of such Real Estate Asset subject Property to a Mortgageverify the amount of the Mortgage and/or Title Policy, but only if required by applicable law or regulation.

Real Estate Assets. Each Credit In the event that any Loan Party has acquires fee title in fee simple toto a Real Property during the term of this Agreement, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, free and clear the Borrower shall promptly provide the Administrative Agent with written notice of the same. Within [***] after the acquisition of any Lien except such Real Property (or such later time as permitted hereunder and except where the failure agreed to have by Administrative Agent in its sole discretion), such title or valid leasehold interest would not, in the aggregate, reasonably be expected Loan Party shall deliver to have a Material Adverse Effect. Schedule 4.13 is a complete and correct list as of the Closing Date of Administrative Agent: (a) all fee owned a fully executed and notarized Mortgage, in proper form for creating a valid and enforceable lien on the Real Estate Assets Property described therein once recorded in the appropriate real estate records and in proper form for recording in such real estate records; (b) all material leasesan opinion of counsel in the jurisdiction in which such Real Property is located with respect to the enforceability of such Mortgage and such other matters as Administrative Agent may reasonably request, subleases in each case in form and substance reasonably satisfactory to Administrative Agent; (c)(i) an ALTA extended mortgagee title insurance policy or assignments an unconditional commitment therefor with respect to such Mortgage (each, a “Title Policy”) from a title company reasonably satisfactory to Administrative Agent (the “Title Company”), in an amount not less than the fair market value of material leases (such Real Estate Asset, together with all amendmentsa title report issued by the Title Company with respect thereto, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (b) of the immediately preceding sentence is (x) in full force and effect and (y) no Executive Officer of the Borrower has any knowledge of any default that has occurred and is continuing thereunder which could reasonably be expected, either individually or together with other defaults, to have a Material Adverse Effect; and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles or except as could dated not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Borrower represents and warrants that more than [***] prior to the date hereofsuch Real Property was acquired, Borrower and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, which Title Policy shall be effective as of the date of the Mortgage and otherwise be in form and substance reasonably satisfactory to Administrative Agent and (ii) evidence satisfactory to Administrative Agent that such Loan Party has cooperated paid to or deposited with the Title Company all expenses and premiums of the Title Company and all other sums required in connection with the issuance of such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage for such Real Property in the appropriate real estate records; (d) to the extent required by law, evidence of flood insurance with respect to such Real Property in compliance with any applicable regulations of the Federal Reserve Board, and in form and substance reasonably satisfactory to Administrative Agent; and (e) an ALTA/NSPS survey of such Real Property in form sufficient to permit the Title Company to issue the Title Policy in the form required by Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, which shall be either (1) certified to Administrative Agent and dated not more than [***] prior to the date such Real Property was acquired (or such earlier time as agreed to by Administrative Agent in order for Administrative Agent to obtain its sole discretion), or (2) accompanied by a completed survey or “Life-of-Loanno change” Federal Emergency Management Agency standard flood hazard determination (together with notices about special flood hazard area status and flood disaster assistance relating thereto, duly affidavit executed by the Borrower) with respect owner of such Real Property and acceptable to each Material the Title Company to issue the Title Policy in the form required by Administrative Agent, as applicable. In addition to the foregoing, the Borrower shall, at the request of Required Lenders, deliver to Administrative Agent an appraisal of such Real Estate Asset subject Property to a Mortgageverify the amount of the Mortgage and/or Title Policy, but only if required by applicable law or regulation.

Real Estate Assets. Each Credit In the event that any Loan Party has acquires fee title in fee simple toto Material Real Property during the term of this Loan, or Borrower shall send to Administrative Agent a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, free and clear written notice of the occurrence of any Lien except such event [*] upon the occurrence of same. Within [*] after the acquisition of any such Material Real Property (or such later time as permitted hereunder and except where the failure agreed to have by Administrative Agent in its sole discretion), such title or valid leasehold interest would not, in the aggregate, reasonably be expected Loan Party shall deliver to have a Material Adverse Effect. Schedule 4.13 is a complete and correct list as of the Closing Date of Administrative Agent: (a) all fee owned a fully executed and notarized Mortgage, in proper form for creating a valid and enforceable lien on the Real Estate Assets Property described therein once recorded in the appropriate real estate records and in proper form for recording in such real estate records; (b) all material leasesan opinion of counsel in the jurisdiction in which such Real Property is located with respect to the enforceability of such Mortgage and such other matters as Administrative Agent may reasonably request, subleases in each case in form and substance reasonably satisfactory to Administrative Agent; (c)(i) an ALTA extended mortgagee title insurance policy or assignments an unconditional commitment therefor with respect to such Mortgage (each, a “Title Policy”) from a title company reasonably satisfactory to Administrative Agent (the “Title Company”), in an amount not less than the fair market value of material leases (such Real Estate Asset, together with all amendmentsa title report issued by the Title Company with respect thereto, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (b) of the immediately preceding sentence is (x) in full force and effect and (y) no Executive Officer of the Borrower has any knowledge of any default that has occurred and is continuing thereunder which could reasonably be expected, either individually or together with other defaults, to have a Material Adverse Effect; and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles or except as could dated not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Borrower represents and warrants that more than [*] prior to the date hereofsuch Real Property was acquired and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, Borrower has cooperated with which Title Policy shall be effective as of the date of the Mortgage and otherwise be in form and substance reasonably satisfactory to Administrative Agent in order for and (ii) evidence satisfactory to Administrative Agent that such Loan Party has paid to obtain or deposited with the Title Company all expenses and premiums of the Title Company and all other sums required in connection with the issuance of such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage for such Real Property in the appropriate real estate records; (d) to the extent required by law, evidence of flood insurance with respect to such Real Property in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and in form and substance reasonably satisfactory to Administrative Agent; and (e) an ALTA/NSPS survey of such Real Property in form sufficient to permit the Title Company to issue the Title Policy in the form required by Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, which shall be either (1) certified to Administrative Agent and dated not more than [*] prior to the date such Real Property was acquired, or (2) accompanied by a completed survey or “Life-of-Loanno change” Federal Emergency Management Agency standard flood hazard determination (together with notices about special flood hazard area status and flood disaster assistance relating thereto, duly affidavit executed by the Borrower) with respect owner of such Real Property and acceptable to each the Title Company to issue the Title Policy in the form required by Administrative Agent, as applicable. In addition to the foregoing, Borrower shall, at the request of Required Lenders, deliver to Administrative Agent an appraisal of such Material Real Estate Asset subject Property to a Mortgageverify the amount of the Mortgage and/or Title Policy, but only if required by applicable law or regulation.

Real Estate Assets. Each Oyster Credit Party has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, free and clear of any Lien except as permitted hereunder under the Oyster Credit Documents and except where the failure to have such title or valid leasehold interest would not, in the aggregate, reasonably be expected to have a an Oyster Material Adverse Effect. Oyster Schedule 4.13 III is a complete and correct list as of the Closing Second Amendment Effective Date of (aA) all fee owned Oyster Real Estate Assets and (bB) all material leases, subleases or assignments of material leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Oyster Real Estate Asset of any Oyster Credit Party, regardless of whether such Oyster Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (bB) of the immediately preceding sentence is (x) in full force and effect and (y) no Executive Officer of the Oyster Borrower has any knowledge of any default that has occurred and is continuing thereunder which could reasonably be expected, either individually or together with other defaults, to have a an Oyster Material Adverse Effect; and each such agreement constitutes the legally valid and binding obligation of each applicable Oyster Credit Party, enforceable against such Oyster Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles or except as could not reasonably be expected to have, individually or in the aggregate, a an Oyster Material Adverse Effect. The Borrower represents and warrants that prior to the date hereof, Borrower has cooperated with Administrative Agent in order for Administrative Agent to obtain a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination (together with notices about special flood hazard area status and flood disaster assistance relating thereto, duly executed by the Borrower) with respect to each Material Real Estate Asset subject to a Mortgage.221 148797484_8155722702_14