Common use of U.S. Real Estate Assets Clause in Contracts

U.S. Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets located in the United States, the Collateral Agent shall have received from each applicable Loan Party: (1) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 3.01(g) (each, a “Closing Date Mortgaged Property”); (2) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (3) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (A) a Landlord Consent if the applicable landlord has delivered such Landlord Consent (it being agreed that the U.S. Borrower shall use commercially reasonable efforts to obtain a Landlord Consent; provided that the U.S. Borrower shall not be required to expend any funds or grant any concession to obtain such Landlord Consent), and (B) evidence that such Leasehold Property is a Recorded Leasehold Interest; (4) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies (the “Title Company”) reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than 110% of the fair market value of each Closing Date Mortgaged Property insuring the title to each of the Closing Date Mortgaged Properties vested in the applicable Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien on the Closing Date Mortgaged Property encumbered thereby, each of which Title Policy (A) shall include all endorsements reasonably requested by the Collateral Agent and (B) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence satisfactory to the Collateral Agent that the applicable Loan Party has (i) delivered to the Title Company all certificates, consents and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (ii) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages in the applicable real property records; together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date (or such earlier date as the Collateral Agent may agree) and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Collateral Agent; and (A) a completed Flood Certificate with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (i) be addressed to the Collateral Agent, (ii) be completed by a company which has guaranteed the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing whether the community in which each Closing Date Mortgaged Property is located participates in the Flood Program; (C) if any Flood Certificate states that a Closing Date Mortgaged Property is located in a Flood Zone, the Borrower Representative’s written acknowledgement of receipt of written notification from the Collateral Agent (i) as to the existence of each such Closing Date Mortgaged Property, and (ii) as to whether the community in which each such Closing Date Mortgaged Property is located is participating in the Flood Program; and (D) if any Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the applicable Loan Party has obtained a policy of flood insurance that is in compliance with all applicable regulations of the Board of Governors.

U.S. Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any necessary filing and/or recording referred to hereinrecording, perfected First Priority first priority security interest in certain Material Real Estate Assets located in the United States, the Collateral Agent shall have received from each applicable Loan Party: (1i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 3.01(g) 4.12 (each, a “Original Closing Date Mortgaged Property”); (2ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Original Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably requeststate, in each case in form and substance reasonably satisfactory to the Collateral Agent; (3iii) in the case of each Leasehold Property that is a Original Closing Date Mortgaged Property, (A) a Landlord Consent if the applicable landlord has delivered such Landlord Consent (it being agreed that the U.S. Borrower Loan Parties shall use commercially reasonable efforts to obtain (A) a Landlord Consent; provided that the U.S. Borrower shall not be required to expend any funds or grant any concession to obtain such Landlord Consent), Consent and Estoppel and (B) evidence that such Leasehold Property is a Recorded Leasehold Interest; (4iv) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies (the “Title Company”) reasonably satisfactory to the Collateral Agent with respect to each Original Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than 110125% of the fair market value of each Original Closing Date Mortgaged Property that is owned in fee insuring the fee simple title to each of the Closing Date fee owned Mortgaged Properties vested in the applicable Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien Liens on the Closing Date Mortgaged Property encumbered thereby, each of which Title Policy (A) shall include all endorsements reasonably requested by the Collateral Agent and (B) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence satisfactory to the Collateral Agent that the applicable Loan Party has (i) delivered to the Title Company all certificates, consents certificates and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (ii) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages in the applicable real property records; together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Original Closing Date (or such earlier date as the Collateral Agent may agree) and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Collateral Agent; and; (v) (A) a completed Flood Certificate with respect to each Original Closing Date Mortgaged Property, which Flood Certificate shall (i1) be addressed to the Collateral Agent, (ii2) be completed by a company which has guaranteed the accuracy of the information contained therein, and (iii3) otherwise comply with the Flood Program; (B) evidence describing whether the community in which each Original Closing Date Mortgaged Property is located participates in the Flood Program; (C) if any Flood Certificate states that a Original Closing Date Mortgaged Property is located in a Flood Zone, the Borrower Representative’s written acknowledgement of receipt of written notification from the Collateral Agent (i1) as to the existence of each such Original Closing Date Mortgaged Property, and (ii2) as to whether the community in which each such Original Closing Date Mortgaged Property is located is participating in the Flood Program; and (D) if any Original Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the applicable Loan Party has obtained a policy of flood insurance that is in compliance with all applicable regulations of the Board of Governors; and (vi) Copies of any and all surveys of all Original Closing Date Mortgaged Properties that are in the possession of any of the Loan Parties.

U.S. Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any necessary filing and/or recording referred to hereinrecording, perfected First Priority first priority security interest in certain Material Real Estate Assets located in the United States, the Collateral Agent shall have received from each applicable Loan Party: (1i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 3.01(g) 4.12 (each, a “Closing Date Mortgaged Property”); (2ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably requeststate, in each case in form and substance reasonably satisfactory to the Collateral Agent; (3iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (A) a Landlord Consent if the applicable landlord has delivered such Landlord Consent (it being agreed that the U.S. Borrower Loan Parties shall use commercially reasonable efforts to obtain (A) a Landlord Consent; provided that the U.S. Borrower shall not be required to expend any funds or grant any concession to obtain such Landlord Consent), Consent and Estoppel and (B) evidence that such Leasehold Property is a Recorded Leasehold Interest; (4iv) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies (the “Title Company”) reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than 110125% of the fair market value of each Closing Date Mortgaged Property that is owned in fee insuring the fee simple title to each of the Closing Date fee owned Mortgaged Properties vested in the applicable Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien Liens on the Closing Date Mortgaged Property encumbered thereby, each of which Title Policy (A) shall include all endorsements reasonably requested by the Collateral Agent and (B) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence satisfactory to the Collateral Agent that the applicable Loan Party has (i) delivered to the Title Company all certificates, consents certificates and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (ii) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages in the applicable real property records; together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date (or such earlier date as the Collateral Agent may agree) and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Collateral Agent; and; (v) (A) a completed Flood Certificate with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (i1) be addressed to the Collateral Agent, (ii2) be completed by a company which has guaranteed the accuracy of the information contained therein, and (iii3) otherwise comply with the Flood Program; (B) evidence describing whether the community in which each Closing Date Mortgaged Property is located participates in the Flood Program; (C) if any Flood Certificate states that a Closing Date Mortgaged Property is located in a Flood Zone, the Borrower Representative’s written acknowledgement of receipt of written notification from the Collateral Agent (i1) as to the existence of each such Closing Date Mortgaged Property, and (ii2) as to whether the community in which each such Closing Date Mortgaged Property is located is participating in the Flood Program; and (D) if any Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the applicable Loan Party has obtained a policy of flood insurance that is in compliance with all applicable regulations of the Board of Governors; and (vi) Copies of any and all surveys of all Closing Date Mortgaged Properties that are in the possession of any of the Loan Parties. Notwithstanding the foregoing, if any of the items required by clauses (i) through (vi) cannot be delivered on the Closing Date after the Borrowers’ use of commercially reasonable efforts to do so, the delivery of such items will not be a condition precedent to funding and the foregoing (other than the items required by clause (iii)) shall be delivered pursuant to Section 5.23.