Common use of Additional Closing Deliveries Clause in Contracts

Additional Closing Deliveries. Administrative Agent, or any Lender as applicable, shall have received the following on the date hereof in form and substance satisfactory to Administrative Agent: (i) An opinion or opinions from counsel for Borrower and Guarantor covering such items as Administrative Agent and its counsel may require; (ii) Current UCC, tax and judgment searches made in such places as Administrative Agent may specify, covering Borrower and showing no filings relating to, or which could relate to, the Mortgaged Property other than those made hereunder; (iii) Evidence of the insurance required under Section 7.01 hereof; (iv) A commitment to issue the Title Policy, together with copies of all documentation evidencing exceptions raised therein; (v) An ALTA/NSPS survey of the Property certified in a manner acceptable to Administrative Agent (the “Survey”); (vi) Copies of organizational documents for Borrower, Guarantor and any other entity reasonably requested by Administrative Agent based on the organizational chart for Borrower, together with good standing certificates, resolutions, incumbency certificates, and such other evidence of authority to enter into the Loan Documents as Administrative Agent may reasonably require. (vii) Intentionally Omitted; (viii) A copy of the contract to purchase the Property and the related closing statement executed by Borrower; (ix) Evidence indicating whether the Improvements or any part thereof are or will be located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by FEMA, and, if so, a flood notification form signed by Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the Improvements and contents, if applicable, all in form, substance and amount satisfactory to Administrative Agent; (x) An Appraisal showing the Loan-to-Value Ratio to be no more than sixty-five percent (65%); (xi) Intentionally Omitted; (xii) An environmental report with respect to the Property prepared by an environmental consultant acceptable to Administrative Agent; (xiii) Intentionally Omitted; (xiv) Evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xv) Evidence that all utilities and municipal services required for the operation of the Improvements are available at the Property; (xvi) The most recent available financial statements of Borrower and Guarantor; (xvii) Intentionally Omitted; (xviii) Intentionally Omitted; (xix) Intentionally Omitted; (xx) A Certification of Non-Foreign Status; (xxi) A signed IRS Form W-8 or W-9 as applicable; (1) At least five (5) days prior to the date hereof, all documentation and other information regarding Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of Borrower at least ten (10) days prior to the date hereof, and (2) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the date hereof, any Lender that has requested, in a written notice to Borrower at least ten (10) days prior to the date hereof, a Beneficial Ownership Certification in relation to Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (2) shall be deemed to be satisfied; and (xxiii) Such other information and documents as Administrative Agent may require.

Additional Closing Deliveries. Administrative Agent, or any Lender as applicable, shall have received the following on the date hereof in form and substance satisfactory to Administrative AgentLender: (i) An opinion or opinions from counsel for Borrower and Guarantor covering such items as Administrative Agent and its counsel may requireGuarantor; (ii) Current UCC, tax and judgment searches made in such places as Administrative Agent Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Mortgaged Property other than those made hereunder; (iii) Evidence of the insurance required under Section 7.01 6.01 hereof; (iv) A commitment to issue a Title Policy with respect to the Title PolicyDeed of Trust and the Secured Guaranty Deed of Trust, together with copies of all documentation evidencing exceptions raised therein; (v) A certificate of a secretary or assistant secretary of Borrower certifying as to (A) the operating agreement of Borrower, (B) the authorizing resolutions of Borrower, and (C) incumbency and specimen signatures of signatories for Borrower, together with (D) a copy of the Certificate of Formation for Borrower certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for Borrower from the Delaware Secretary of State, and (F) a certificate of good standing as of a recent date for Borrower from the California Secretary of State; (vi) A certificate of an authorized officer of each ▇▇▇▇▇▇▇ Guarantor, certifying as to (A) the operating agreement or limited partnership agreement, as applicable, of such ▇▇▇▇▇▇▇ Guarantor, (B) the authorizing resolutions of such ▇▇▇▇▇▇▇ Guarantor, and (C) incumbency and specimen signatures of signatories for such ▇▇▇▇▇▇▇ Guarantor, together with (D) a copy of the Certificate of Formation or Certificate of Limited Partnership, as applicable, for such ▇▇▇▇▇▇▇ Guarantor, certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for such ▇▇▇▇▇▇▇ Guarantor from the Delaware Secretary of State as of a recent date; (vii) A certificate of an authorized officer of each Dune Guarantor, certifying as to (A) the authorizing resolutions of such Dune Guarantor, and (B) incumbency and specimen signatures of signatories for such Dune Guarantor, together with (C) a copy of the Certificate of Limited Partnership for such Dune Guarantor, certified by the Delaware Secretary of State as of a recent date, and (D) a certificate of good standing as of a recent date for such Dune Guarantor from the Delaware Secretary of State as of a recent date; (viii) An ALTA/NSPS ALTA survey of the Property certified in a manner acceptable to Administrative Agent Lender (the “Survey”); (vi) Copies of organizational documents for Borrower, Guarantor and any other entity reasonably requested by Administrative Agent based on the organizational chart for Borrower, together with good standing certificates, resolutions, incumbency certificates, and such other evidence of authority to enter into the Loan Documents as Administrative Agent may reasonably require. (vii) Intentionally Omitted; (viii) A copy of the contract to purchase the Property and the related closing statement executed by Borrower; (ix) Evidence If required by Lender, evidence indicating whether the Improvements or any part thereof are or will be Property is located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by FEMA, the Federal Insurance Administration; and, if so, a flood notification form signed by the Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the Improvements building and contents, if applicable, all in form, form and substance and amount satisfactory to Administrative AgentLender; (x) An Appraisal of the Property and the Other Property showing the Combined Loan-to-Value Ratio to be no more than sixty-five seventy percent (6570%); (xi) Intentionally OmittedEvidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Yield Ratio of not less than eleven percent (11%); (xii) An environmental Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Service Coverage Ratio of not less than 1.50:1.00; (xiii) Evidence satisfactory to Lender showing that the Combined Loan Amount does not exceed seventy percent (70%) of the aggregate purchase price paid by Borrower, 3175 Mission Oaks and 3233 Mission Oaks for the acquisition of the Property and the Other Property; (xiv) If required by Lender, a so-called “PML” report with respect to the Property, which shall address (a) the probable maximum loss that is likely to be sustained by the Property prepared by in the event of an environmental consultant acceptable to Administrative Agentearthquake or other seismic casualty at or affecting the Property, and (b) likelihood and likely intensity of an earthquake or other seismic casualty at or affecting the Property; (xiiixv) Intentionally OmittedCopies of all Leases covering any portion of the Property and/or the Improvements; (xivxvi) Evidence If required by Lender, a fully executed subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each tenant under a Lease, all in form and substance acceptable to Lender; (xvii) If required by Lender, evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xv) Evidence that all utilities and municipal services required for the operation of the Improvements are available at the Property; (xvi) The most recent available financial statements of Borrower and Guarantor; (xvii) Intentionally Omitted; (xviii) Intentionally OmittedIf required by Lender, an environmental report with respect to the Property prepared by an environmental consultant acceptable to Lender; (xix) Intentionally OmittedA Physical Conditions Report; (xx) A Certification of Non-Foreign StatusStatus with respect to Borrower; (xxi) A signed IRS Form W-8 or W-9 W8 and W9 with respect to Borrower, as applicable; (1xxii) At least five (5) days prior Evidence that Borrower has retained JPMorgan Chase Bank, N.A. as its principal depository bank for property operating accounts related to the date hereofProperty, all documentation and other information regarding Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Actand, to the extent requested in writing permitted by law and contractual agreements, tenant security deposits for the Property; (xxiii) The most recently available financial statements of Borrower at least ten (10) days prior to the date hereof, and (2) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the date hereof, any Lender that has requested, in a written notice to Borrower at least ten (10) days prior to the date hereof, a Beneficial Ownership Certification in relation to Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (2) shall be deemed to be satisfiedeach Guarantor; and (xxiiixxiv) Such other information and documents as Administrative Agent Lender may require.

Additional Closing Deliveries. Administrative Agent, or any Lender as applicable, shall have received on or before the date of this Agreement, the following on the date hereof in form and substance satisfactory to Administrative AgentLender: (i) An opinion or opinions from counsel for Borrower and Guarantor covering such items as Administrative Agent Lender and its counsel may reasonably require; (ii) Current UCC, tax and judgment searches made in such places as Administrative Agent may specify, covering Borrower and showing no filings relating to, or which could relate to, the Mortgaged Property other than those made hereunder; (iii) Evidence of the insurance required under Section 7.01 hereof; (iv) A commitment to issue the Title Policy, together with copies of all documentation evidencing exceptions raised therein; (v) An ALTA/NSPS survey of the Property certified in a manner acceptable to Administrative Agent (the “Survey”); (vi) Copies of organizational documents for Borrower, Guarantor and any other entity reasonably requested by Administrative Agent Lender based on the organizational chart for Borrower, together with good standing certificatescertificates (or their equivalent in the jurisdiction of organization of the applicable entity), resolutions, incumbency certificates, and such other evidence of authority to enter into the Loan Documents as Administrative Agent Lender may reasonably require.; (iii) Current UCC, tax and judgment searches dated no earlier than thirty (30) days prior to the date of this Agreement made in such places as Lender may reasonably specify, covering Borrower and showing no filings relating to, or which could relate to, the Property other than those made under this Agreement; (iv) Evidence of the insurance required under Section 5.01; (v) A commitment to issue the Title Policy, together with copies of all documentation evidencing exceptions therein; (vi) An ALTA/NSPS survey of the Property certified in a manner acceptable to Lender (the “Survey”); (vii) Intentionally Omitted; (viii) A copy of the contract to purchase the Property and the related closing statement executed by Borrower; (ix) Evidence indicating whether the Improvements or any part thereof are or will be located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by FEMA, and, if so, a flood notification form signed by Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the Improvements and contents, if applicable, all in form, substance and amount satisfactory to Administrative Agent; (x) An Appraisal showing Lender that the Loan-to-Value Ratio to be is no more than sixty-five fifty percent (6550%); (xiviii) Intentionally OmittedAn Appraisal of the Property; (xiiix) The most recent available financial statements of Borrower and Guarantor; (x) Evidence of satisfaction of the Flood Insurance Requirements; (xi) An environmental report with respect to the Property prepared by an environmental consultant acceptable to Administrative AgentLender; (xiiixii) Intentionally Omitted;Reserved. ​ ​ (xivxiii) Evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xvxiv) Evidence that all utilities and municipal services (other than electricity and gas) required for the construction and operation of the Improvements are available at the Property; (xvixv) The most recent available financial statements Copies of Borrower the executed Amazon Lease, together with a tenant estoppel certificate, and Guarantora fully executed subordination, non-disturbance and attornment agreement in form and substance acceptable to Lender for the Amazon Lease; (xvii) Intentionally Omitted; (xviii) Intentionally Omitted; (xix) Intentionally Omitted; (xxxvi) A Certification of Non-Foreign Status; (xxixvii) A signed IRS Form W-8 or W-9 as applicable; (1xviii) At least five Reserved; (5xix) days prior A geotechnical report with respect to the date hereofProperty prepared by an engineer acceptable to Lender, and copies of all documentation other inspection and other information regarding Borrower requested in connection test reports with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, respect to the extent requested in writing of Borrower at least ten Property made by, or for, Borrower; (10xx) days prior to the date hereof, and (2) to the extent Borrower qualifies as a “legal entity customer” under the The Beneficial Ownership Regulation, at least five (5) days prior to the date hereof, any Lender that has requested, in a written notice to Borrower at least ten (10) days prior to the date hereof, a Beneficial Ownership Certification in relation to Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (2) shall be deemed to be satisfiedCertification; and (xxiiixxi) Copies of the executed Development Agreement, Such other information and documents as Administrative Agent Lender may reasonably require.

Additional Closing Deliveries. Administrative Agent, or any Lender as applicable, shall have received the following on the date hereof in form and substance satisfactory to Administrative AgentLender: (i) An opinion or opinions from counsel for Borrower and Guarantor covering such items as Administrative Agent and its counsel may requireGuarantor; (ii) Current UCC, tax and judgment searches made in such places as Administrative Agent Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Mortgaged Property other than those made hereunder; (iii) Evidence of the insurance required under Section 7.01 6.01 hereof; (iv) A commitment to issue a Title Policy with respect to the Title PolicyDeed of Trust and the Secured Guaranty Deed of Trust, together with copies of all documentation evidencing exceptions raised therein; (v) A certificate of a secretary or assistant secretary of Borrower certifying as to (A) the operating agreement of Borrower, (B) the authorizing resolutions of Borrower, and (C) incumbency and specimen signatures of signatories for Borrower, together with (D) a copy of the Certificate of Formation for Borrower certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for Borrower from the Delaware Secretary of State, and (F) a certificate of good standing as of a recent date for Borrower from the California Secretary of State; (vi) A certificate of an authorized officer of each ▇▇▇▇▇▇▇ Guarantor, certifying as to (A) the operating agreement or limited partnership agreement, as applicable, of such ▇▇▇▇▇▇▇ Guarantor, (B) the authorizing resolutions of such ▇▇▇▇▇▇▇ Guarantor, and (C) incumbency and specimen signatures of signatories for such ▇▇▇▇▇▇▇ Guarantor, together with (D) a copy of the Certificate of Formation or Certificate of Limited Partnership, as applicable, for such ▇▇▇▇▇▇▇ Guarantor, certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for such ▇▇▇▇▇▇▇ Guarantor from the Delaware Secretary of State as of a recent date; (vii) A certificate of an authorized officer of each Dune Guarantor, certifying as to (A) the authorizing resolutions of such Dune Guarantor, and (B) incumbency and specimen signatures of signatories for such Dune Guarantor, together with (C) a copy of the Certificate of Limited Partnership for such Dune Guarantor, certified by the Delaware Secretary of State as of a recent date, and (D) a certificate of good standing as of a recent date for such Dune Guarantor from the Delaware Secretary of State as of a recent date; (viii) An ALTA/NSPS ALTA survey of the Property certified in a manner acceptable to Administrative Agent Lender (the “Survey”); (vi) Copies of organizational documents for Borrower, Guarantor and any other entity reasonably requested by Administrative Agent based on the organizational chart for Borrower, together with good standing certificates, resolutions, incumbency certificates, and such other evidence of authority to enter into the Loan Documents as Administrative Agent may reasonably require. (vii) Intentionally Omitted; (viii) A copy of the contract to purchase the Property and the related closing statement executed by Borrower; (ix) Evidence If required by Lender, evidence indicating whether the Improvements or any part thereof are or will be Property is located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by FEMA, the Federal Insurance Administration; and, if so, a flood notification form signed by the Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the Improvements building and contents, if applicable, all in form, form and substance and amount satisfactory to Administrative AgentLender; (x) An Appraisal of the Property and the Other Property showing the Combined Loan-to-Value Ratio to be no more than sixty-five seventy percent (6570%); (xi) Intentionally OmittedEvidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Yield Ratio of not less than eleven percent (11%); (xii) An environmental Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Service Coverage Ratio of not less than 1.50:1.00; (xiii) Evidence satisfactory to Lender showing that the Combined Loan Amount does not exceed seventy percent (70%) of the aggregate purchase price paid by Borrower, 3001 Mission Oaks and 3233 Mission Oaks for the acquisition of the Property and the Other Property; (xiv) If required by Lender, a so-called “PML” report with respect to the Property, which shall address (a) the probable maximum loss that is likely to be sustained by the Property prepared by in the event of an environmental consultant acceptable to Administrative Agentearthquake or other seismic casualty at or affecting the Property, and (b) likelihood and likely intensity of an earthquake or other seismic casualty at or affecting the Property; (xiiixv) Intentionally OmittedCopies of all Leases covering any portion of the Property and/or the Improvements; (xivxvi) Evidence If required by Lender, a fully executed subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each tenant under a Lease, all in form and substance acceptable to Lender; (xvii) If required by Lender, evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xv) Evidence that all utilities and municipal services required for the operation of the Improvements are available at the Property; (xvi) The most recent available financial statements of Borrower and Guarantor; (xvii) Intentionally Omitted; (xviii) Intentionally OmittedIf required by Lender, an environmental report with respect to the Property prepared by an environmental consultant acceptable to Lender; (xix) Intentionally OmittedA Physical Conditions Report; (xx) A Certification of Non-Foreign StatusStatus with respect to Borrower; (xxi) A signed IRS Form W-8 or W-9 W8 and W9 with respect to Borrower, as applicable; (1xxii) At least five (5) days prior Evidence that Borrower has retained JPMorgan Chase Bank, N.A. as its principal depository bank for property operating accounts related to the date hereofProperty, all documentation and other information regarding Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Actand, to the extent requested in writing permitted by law and contractual agreements, tenant security deposits for the Property; (xxiii) The most recently available financial statements of Borrower at least ten (10) days prior to the date hereof, and (2) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the date hereof, any Lender that has requested, in a written notice to Borrower at least ten (10) days prior to the date hereof, a Beneficial Ownership Certification in relation to Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (2) shall be deemed to be satisfiedeach Guarantor; and (xxiiixxiv) Such other information and documents as Administrative Agent Lender may require.

Additional Closing Deliveries. Administrative Agent, or any Lender as applicable, shall have received the following on the date hereof (or on the date as specified below) in form and substance satisfactory to Administrative AgentLender: (i) An opinion or opinions from counsel for Borrower and Guarantor covering such items as Administrative Agent and its counsel may requireGuarantor; (ii) Current UCC, tax and judgment searches made in such places as Administrative Agent Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Mortgaged Property other than those made hereunder; (iii) Evidence of the insurance required under Section 7.01 hereof; (iv) A commitment to issue the Title Policy, together with copies of all documentation evidencing exceptions raised therein; (v) An ALTA/NSPS ACSM survey of the Property certified in a manner acceptable to Administrative Agent Lender (the “Survey”); (vi) Copies A certificate of organizational documents a secretary or assistant secretary of Borrower certifying as to (i) the operating agreement for Borrower, Guarantor (ii) the authorizing resolution of Borrower, and any other entity reasonably requested by Administrative Agent based on the organizational chart (iii) incumbency and specimen signatures of signatories for Borrower, together with (w) a copy of the Certificate of Formation for Borrower, certified by the Delaware Secretary of State as of a recent date, (x) a copy of the Certificate of Authorization for Borrower, certified by the Texas Secretary of State as of a recent date, (y) certificate of existence and good standing certificates, resolutions, incumbency certificatesas of a recent date for Borrower from the Delaware Secretary of State, and such other evidence (z) certificates of authority to enter into existence and account status as of a recent date for Borrower from the Loan Documents as Administrative Agent may reasonably require.Texas Secretary of State; (vii) Intentionally OmittedA certificate of a secretary or assistant secretary of Guarantor certifying as to (i) the operating agreement for Guarantor, (ii) the authorizing resolution of Guarantor, and (iii) incumbency and specimen signatures of signatories for Guarantor, together with (y) a copy of the Certificate of Formation for Guarantor, certified by the Delaware Secretary of State as of a recent date, and (z) certificate of existence and good standing as of a recent date for Guarantor from the Delaware Secretary of State; (viii) A copy of the contract to purchase the Property and the related closing statement executed statement, certified as true, correct and complete by Borrower; (ix) Evidence indicating whether the Improvements or any part thereof are or will be Property is located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by FEMA, the Federal Emergency Management Agency; and, if so, a flood notification form signed by Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the Improvements building and contents, if applicable, all in form, form and substance and amount satisfactory to Administrative Agent;Lender (x) An Appraisal showing the Loan-to-Value Ratio to be no more than sixty-five six percent (6566.0%); (xi) Intentionally OmittedA soils report with respect to the Property prepared by an engineer acceptable to Lender, and copies of all other inspection and test reports with respect to the Property made by or for Borrower; (xii) An environmental report with respect to the Property prepared by an environmental consultant acceptable to Administrative AgentLender; (xiii) Intentionally Omitted; (xiv) Evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xiv) The Architect’s Certificate within thirty (30) days of the Closing Date; (xv) Evidence that all utilities and municipal services required for the construction and operation of the Improvements are available at the PropertyProperty within thirty (30) days of the Closing Date; (xvi) The most recent available financial statements of Borrower and Guarantor; (xvii) Intentionally OmittedEvidence satisfactory to Lender that the Loan-to-Cost Ratio is no more than seventy percent (70.0%); (xviii) Intentionally Omitted; (xix) Intentionally Omitted; (xx) A Certification of Non-Foreign Status; (xxixix) A signed IRS Form W-8 or W-9 as applicable; (1) At least five (5) days prior to the date hereof, all documentation and other information regarding Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of Borrower at least ten (10) days prior to the date hereof, and (2) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the date hereof, any Lender that has requested, in a written notice to Borrower at least ten (10) days prior to the date hereof, a Beneficial Ownership Certification in relation to Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (2) shall be deemed to be satisfied; and (xxiiixx) Such other information and documents as Administrative Agent Lender may require.

Additional Closing Deliveries. Administrative Agent, or any Lender as applicable, shall have received the following on the date hereof in form and substance satisfactory to Administrative AgentLender: (i) An opinion covering such items as Lender and its counsel may require; or opinions from counsel for Borrower and Guarantor Borrower, Guarantor, Property Manager covering such items as Administrative Agent Lender and its counsel may require; (ii) Current UCC, tax and judgment searches made in such places as Administrative Agent Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Mortgaged Property other than those made hereunder; (iii) Evidence of the insurance required under Section 7.01 hereof; (iv) A commitment to issue the Title Policy, together with copies of all documentation evidencing exceptions raised therein; (v) An ALTA/NSPS ALTA survey of the Property certified in a manner acceptable to Administrative Agent Lender (the “Survey”); (vi) Copies For each Borrower and Guarantor: (i) a copy of the organizational documents for Borrower, Guarantor each such entity; (ii) evidence of the proper formation and any other entity reasonably requested by Administrative Agent based on the organizational chart for Borrower, together with good standing certificatesof each such entity in the state of its organization; (iii) evidence of qualification or registration of each Borrower in the State of Arkansas, and (iv) proper resolutions, incumbency authorizations, certificates, and such other evidence of authority to enter into the Loan Documents document as Administrative Agent Lender may reasonably require., relating to the existence and good standing of each such entity and the authority of any person executing documents on behalf of each such entity; (vii) Intentionally Omitted; (viii) A copy of the contract to purchase the Property and the related closing statement executed statement, certified as true, correct and complete by Borrower; (ixviii) Evidence indicating whether the Improvements or any part thereof are or will be Property is located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by FEMA, the Federal Emergency Management Agency; and, if so, a flood notification form signed by Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the Improvements building and contents, if applicable, all in form, form and substance and amount satisfactory to Administrative Agent;Lender. (xix) An Appraisal showing the Loan-to-Value Ratio to be no more than sixty-five fifty percent (6550%); (xi) Intentionally Omitted; (xiix) An environmental report with respect to the Property prepared by an environmental consultant acceptable to Administrative AgentLender; (xiii) Intentionally Omitted; (xivxi) Evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xvxii) Evidence that all utilities and municipal services required for the operation of the Improvements are available at the Property; (xvixiii) The most recent available financial statements of Borrower and Guarantor; (xviixiv) Intentionally OmittedCopies of all Leases executed with respect to the Improvements, together with a fully executed subordination, non-disturbance and attornment agreement in form and substance acceptable to Lender for each Major Lease requested by Lender. With respect to ▇▇▇ ▇▇▇▇▇▇, Borrower shall use commercially reasonable efforts to obtain a subordination non-disturbance and attornment agreement in the form attached to its lease; (xviii) Intentionally Omitted; (xix) Intentionally Omitted; (xxxv) A Certification of Non-Foreign Status; (xxixvi) Satisfactory evidence that Borrower has invested cash equity in the Mortgaged Property in an amount not less than $20,725,000. (xvii) A signed IRS Form W-8 or W-9 as applicable; (1) At least five (5) days prior to the date hereof, all documentation and other information regarding Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of Borrower at least ten (10) days prior to the date hereof, and (2) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the date hereof, any Lender that has requested, in a written notice to Borrower at least ten (10) days prior to the date hereof, a Beneficial Ownership Certification in relation to Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (2) shall be deemed to be satisfied; and (xxiiixviii) Such other information and documents as Administrative Agent Lender may require.

Additional Closing Deliveries. Administrative Agent, or any Lender as applicable, Agent shall have received the following on the date hereof in form and substance satisfactory to Administrative Agent: (i) An opinion or opinions from counsel for Borrower and Guarantor covering such items as Administrative Agent and its counsel may require; (ii) Current UCC, tax and judgment searches made in such places as Administrative Agent may specify, covering Borrower and showing no filings relating to, or which could relate to, the Mortgaged Property other than those made hereunder; (iii) Evidence of the insurance required under Section 7.01 hereof; (iv) A commitment to issue the Title PolicyPolicy for each Property, together with copies of all documentation evidencing exceptions raised therein; (v) An ALTA/NSPS ALTA survey of the each Property certified in a manner acceptable to Administrative Agent (the “"Survey”"); (vi) Copies of organizational documents for Borrower, Guarantor and any other entity reasonably requested by Administrative Agent based on the organizational chart for Borrower, together with good standing certificates, resolutions, incumbency certificates, and such other evidence of authority to enter into the Loan Documents as Administrative Agent may reasonably require. (vii) Intentionally Omitted; (viii) A copy of the contract contracts to purchase the Greenhouse Property and the related closing statement executed by Borrowerstatement; (ixviii) Evidence indicating whether the Improvements or any part thereof for any Property are or will be located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by FEMAthe Federal Emergency Management Agency, and, if so, a flood notification form signed by Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the Improvements and contents, if applicable, all in form, substance and amount satisfactory to Administrative AgentAgent and the Lenders; (ix) An Appraisal for each Property acceptable to Administrative; (x) An Appraisal showing the Loan-to-Value Ratio A soils report with respect to be no more than sixty-five percent (65%)each Property prepared by an engineer acceptable to Administrative Agent, and copies of all other inspection and test reports with respect to each Property made by or for Borrower; (xi) Intentionally Omitted; (xii) An environmental report with respect to the each Property prepared by an environmental consultant acceptable to Administrative Agent; (xiii) Intentionally Omitted; (xivxii) Evidence indicating compliance by the Improvements for each Property with applicable zoning requirements (without requirement for a variance); (xvxiii) Evidence that all utilities and municipal services required for the operation of the Improvements are available at the each Property; (xvixiv) The most recent available financial statements of Borrower and Guarantor; (xv) [Reserved] (1) A certificate of an authorized representative of Borrower and Guarantor certifying as to the operating agreements for each of Borrower and Guarantor, (2) the authorizing resolutions of Borrower and Guarantor, and (3) incumbency certificate and specimen signatures of signatories for Borrower and Guarantor, together with (x) a copy of the Certificate of Formation for Borrower and Guarantor, each certified by the Delaware Secretary of State as of a recent date, (y) certificates of good standing as of a recent date for Borrower and Guarantor from the Delaware Secretary of State, and (z) a certificate of good standing as of a recent date for each Borrower from the Secretary of State of the state of each Borrower's formation; (xvii) Intentionally OmittedCopies of all leases for space of 10,000 square feet or more within each Property, together with estoppel letters from tenants occupying in the aggregate at least 75% of the leasable space within the Improvements at each Property (or other amounts acceptable to Administrative Agent), and in the form received by Borrower in connection with its acquisition of each Property, with such changes thereto as Administrative Agent reasonably requests so as to allow Administrative Agent to rely on and enforce any such estoppels; (xviii) [Intentionally OmittedDeleted]; (xix) Intentionally OmittedA signed IRS Form W 8 or W 9 as applicable for each Borrower and Guarantor; (xx) A Certification copy of Non-Foreign Statusthe environmental insurance policy covering the Property, including all endorsements, amendments, renewals, and certificates, in all respects acceptable to Administrative Agent; (xxi) A signed IRS Form W-8 or W-9 as applicableAll other due diligence items required by Administrative Agent, including without limitation copies of all exceptions listed in the title report, the soils report, copies of licenses, permits and related agreements pertaining to each Property, and any other due diligence items required by Administrative Agent; (1xxii) At least five A legal review of all legal and regulatory matters satisfactory to Administrative Agent; (5xxiii) days prior to the date hereof, all documentation and other information regarding Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of Borrower at least ten (10) days prior to the date hereof, and (2) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the date hereof, any Lender that has requested, in a written notice to Borrower at least ten (10) days prior to the date hereof, a Beneficial Ownership Certification in relation to Borrower shall have received such Beneficial Ownership Certification paid all fees and costs then owing to Administrative Agent and Lenders; (provided thatxxiv) A Borrowing Base Certificate executed by Borrower; (xxv) All representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (including, upon the execution and delivery by such Lender of its signature page without limitation, representations relating to this Agreement, any material adverse change in the condition set forth in this clause (2) shall be deemed of Borrower or Guarantor and any representation relating to be satisfiedlitigation impacting Borrower or Guarantor); and (xxiiixxvi) Such other information and documents as Administrative Agent may reasonably require. Borrower shall have a right to request in writing that Lender notify Borrower of any conditions specified above in this Section 2.02 that have not been satisfied prior to the proposed date and time of the recordation of the Mortgage, provided that Borrower shall make such request at least 24 hours prior to the scheduled time of such recordation; and Lender shall make a good faith effort to identify, prior to such recordation, any such outstanding items specified above in Section 2.02 that have not yet been satisfied.

Additional Closing Deliveries. Administrative Agent, or any Lender as applicable, shall have received the following on the date hereof in form and substance satisfactory to Administrative AgentLender: (i) An opinion or opinions from counsel for Borrower and Guarantor covering such items as Administrative Agent and its counsel may requireGuarantor; (ii) Current UCC, tax and judgment searches made in such places as Administrative Agent Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Mortgaged Property other than those made hereunder; (iii) Evidence of the insurance required under Section 7.01 6.01 hereof; (iv) A commitment to issue a Title Policy with respect to the Title PolicyDeed of Trust and the Secured Guaranty Deed of Trust, together with copies of all documentation evidencing exceptions raised therein; (v) A certificate of a secretary or assistant secretary of Borrower certifying as to (A) the operating agreement of Borrower, (B) the authorizing resolutions of Borrower, and (C) incumbency and specimen signatures of signatories for Borrower, together with (D) a copy of the Certificate of Formation for Borrower certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for Borrower from the Delaware Secretary of State, and (F) a certificate of good standing as of a recent date for Borrower from the California Secretary of State; (vi) A certificate of an authorized officer of each ▇▇▇▇▇▇▇ Guarantor, certifying as to (A) the operating agreement or limited partnership agreement, as applicable, of such ▇▇▇▇▇▇▇ Guarantor, (B) the authorizing resolutions of such ▇▇▇▇▇▇▇ Guarantor, and (C) incumbency and specimen signatures of signatories for such ▇▇▇▇▇▇▇ Guarantor, together with (D) a copy of the Certificate of Formation or Certificate of Limited Partnership, as applicable, for such ▇▇▇▇▇▇▇ Guarantor, certified by the Delaware Secretary of State as of a recent date, and (E) a certificate of good standing as of a recent date for such ▇▇▇▇▇▇▇ Guarantor from the Delaware Secretary of State as of a recent date; (vii) A certificate of an authorized officer of each Dune Guarantor, certifying as to (A) the authorizing resolutions of such Dune Guarantor, and (B) incumbency and specimen signatures of signatories for such Dune Guarantor, together with (C) a copy of the Certificate of Limited Partnership for such Dune Guarantor, certified by the Delaware Secretary of State as of a recent date, and (D) a certificate of good standing as of a recent date for such Dune Guarantor from the Delaware Secretary of State as of a recent date; (viii) An ALTA/NSPS ALTA survey of the Property certified in a manner acceptable to Administrative Agent Lender (the “Survey”); (vi) Copies of organizational documents for Borrower, Guarantor and any other entity reasonably requested by Administrative Agent based on the organizational chart for Borrower, together with good standing certificates, resolutions, incumbency certificates, and such other evidence of authority to enter into the Loan Documents as Administrative Agent may reasonably require. (vii) Intentionally Omitted; (viii) A copy of the contract to purchase the Property and the related closing statement executed by Borrower; (ix) Evidence If required by Lender, evidence indicating whether the Improvements or any part thereof are or will be Property is located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by FEMA, the Federal Insurance Administration; and, if so, a flood notification form signed by the Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the Improvements building and contents, if applicable, all in form, form and substance and amount satisfactory to Administrative AgentLender; (x) An Appraisal of the Property and the Other Property showing the Combined Loan-to-Value Ratio to be no more than sixty-five seventy percent (6570%); (xi) Intentionally OmittedEvidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Yield Ratio of not less than eleven percent (11%); (xii) An environmental Evidence satisfactory to Lender that the Property and the Other Property satisfy a Combined Debt Service Coverage Ratio of not less than 1.50:1.00; (xiii) Evidence satisfactory to Lender showing that the Combined Loan Amount does not exceed seventy percent (70%) of the aggregate purchase price paid by Borrower, 3001 Mission Oaks and 3175 Mission Oaks for the acquisition of the Property and the Other Property; (xiv) If required by Lender, a so-called “PML” report with respect to the Property, which shall address (a) the probable maximum loss that is likely to be sustained by the Property prepared by in the event of an environmental consultant acceptable to Administrative Agentearthquake or other seismic casualty at or affecting the Property, and (b) likelihood and likely intensity of an earthquake or other seismic casualty at or affecting the Property; (xiiixv) Intentionally OmittedCopies of all Leases covering any portion of the Property and/or the Improvements; (xivxvi) Evidence If required by Lender, a fully executed subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each tenant under a Lease, all in form and substance acceptable to Lender; (xvii) If required by Lender, evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xv) Evidence that all utilities and municipal services required for the operation of the Improvements are available at the Property; (xvi) The most recent available financial statements of Borrower and Guarantor; (xvii) Intentionally Omitted; (xviii) Intentionally OmittedIf required by Lender, an environmental report with respect to the Property prepared by an environmental consultant acceptable to Lender; (xix) Intentionally OmittedA Physical Conditions Report; (xx) A Certification of Non-Foreign StatusStatus with respect to Borrower; (xxi) A signed IRS Form W-8 or W-9 W8 and W9 with respect to Borrower, as applicable; (1xxii) At least five (5) days prior Evidence that Borrower has retained JPMorgan Chase Bank, N.A. as its principal depository bank for property operating accounts related to the date hereofProperty, all documentation and other information regarding Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Actand, to the extent requested in writing of Borrower at least ten permitted by law and contractual agreements, tenant security deposits for the Property; (10xxiii) days prior Evidence reasonably satisfactory to the date hereof, and (2) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the date hereof, any Lender that the term of the Technicolor Lease has requestedbeen extended through a date no earlier than December 31, in a written notice 2014, on terms and conditions satisfactory to Borrower at least ten Lender; (10xxiv) days prior to the date hereof, a Beneficial Ownership Certification in relation to Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender The most recently available financial statements of its signature page to this Agreement, the condition set forth in this clause (2) shall be deemed to be satisfiedeach Guarantor; and (xxiiixxv) Such other information and documents as Administrative Agent Lender may require.

Additional Closing Deliveries. Administrative Agent(a) On or prior to the Closing Date, the Company shall deliver or any Lender as applicablecause to be delivered to Buyer the documents listed below, shall have received the following on the date hereof in form and substance satisfactory to Administrative AgentBuyer: (i) An opinion the Amended and Restated Declaration of Trust of the Company and the Certificate of Designation, each certified as of the Closing Date by the Company's secretary or opinions from counsel for Borrower and Guarantor covering such items as Administrative Agent and its counsel may requireassistant secretary; (ii) Current UCCresolutions of the Board of Trustees of the Company approving and authorizing this agreement and the transactions contemplated hereby, tax including the approval of the Certificate of Designation, each certified as of the Closing Date by the Company's secretary or assistant secretary as being in full force and judgment searches made in such places as Administrative Agent may specify, covering Borrower and showing no filings relating to, effect without modification or which could relate to, the Mortgaged Property other than those made hereunderamendment; (iii) Evidence resolutions of the insurance required under Section 7.01 hereofshareholders of the Company approving and authorizing the adoption of the Amended and Restated Declaration of Trust and the issuance of the Class A Preferred Shares as contemplated hereby, certified as of the Closing Date by the Company's secretary or assistant secretary as being in full force and effect without modification or amendment; (iv) A commitment to issue signature and incumbency certificates of the Title Policy, together with copies officers of all documentation evidencing exceptions raised thereinthe Company executing this agreement and any other documents executed and delivered in connection herewith; (v) An ALTA/NSPS survey opinions of ▇▇▇▇▇▇▇▇▇ Glusker Fields Claman Machtinger LLP, counsel to the Property certified Company, in a manner acceptable to Administrative Agent (the “Survey”);form of Exhibit C; and (vi) Copies of organizational documents for Borrower, Guarantor and any other entity reasonably requested by Administrative Agent based on the organizational chart for Borrower, together with good standing certificates, resolutions, incumbency certificates, and such other evidence of authority to enter into the Loan Documents as Administrative Agent may reasonably require. (vii) Intentionally Omitted; (viii) A copy of the contract to purchase the Property and the related closing statement executed by Borrower; (ix) Evidence indicating whether the Improvements or any part thereof are or will be located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by FEMA, and, if so, a flood notification form signed by Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the Improvements and contents, if applicable, all in form, substance and amount satisfactory to Administrative Agent; (x) An Appraisal showing the Loan-to-Value Ratio to be no more than sixty-five percent (65%); (xi) Intentionally Omitted; (xii) An environmental report wire transfer instructions with respect to the Property prepared payment of the Purchase Price. (b) On or prior to the Closing Date, Buyer shall deliver or cause to be delivered to the Company the documents listed below, in form and substance satisfactory to the Company: (i) copies of the certificate of formation of Buyer together with a good standing certificate from the state of its formation, dated as of a recent date prior to the Closing Date and certified by an environmental consultant acceptable to Administrative Agentthe Secretary of State or other authorized governmental entity; (xiiiii) Intentionally Omitted; (xiv) Evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xv) Evidence that all utilities signature and municipal services required for the operation incumbency certificates of the Improvements are available at the Property; (xvi) The most recent available financial statements officers executing this agreement on behalf of Borrower Buyer and Guarantor; (xvii) Intentionally Omitted; (xviii) Intentionally Omitted; (xix) Intentionally Omitted; (xx) A Certification of Non-Foreign Status; (xxi) A signed IRS Form W-8 or W-9 as applicable; (1) At least five (5) days prior to the date hereof, all documentation any other documents executed and other information regarding Borrower requested delivered in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of Borrower at least ten (10) days prior to the date hereof, and (2) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the date hereof, any Lender that has requested, in a written notice to Borrower at least ten (10) days prior to the date hereof, a Beneficial Ownership Certification in relation to Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (2) shall be deemed to be satisfiedherewith; and (xxiiiiii) Such other information and documents as Administrative Agent may require.opinions of Battle ▇▇▇▇▇▇ LLP, counsel to Buyer, in the form of Exhibit D.

Additional Closing Deliveries. Administrative Agent, or any Lender as applicable, shall have received the following on the date hereof in form and substance satisfactory to Administrative AgentLender: (i) An opinion covering such items as Lender and its counsel may require; or opinions from counsel for Borrower and Guarantor Borrower, Guarantor, Property Manager covering such items as Administrative Agent Lender and its counsel may require; (ii) Current UCC, tax and judgment searches made in such places as Administrative Agent Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Mortgaged Property other than those made hereunder; (iii) Evidence of the insurance required under Section 7.01 hereof; (iv) A commitment to issue the Title Policy, together with copies of all documentation evidencing exceptions raised therein; (v) An ALTA/NSPS ALTA survey of the Property certified in a manner acceptable to Administrative Agent Lender (the “Survey”); (vi) Copies For each Borrower and Guarantor: (i) a copy of the organizational documents for Borrower, Guarantor each such entity; (ii) evidence of the proper formation and any other entity reasonably requested by Administrative Agent based on the organizational chart for Borrower, together with good standing certificatesof each such entity in the state of its organization; (iii) evidence of qualification or registration of each Borrower in the State of Texas, and (iv) proper resolutions, incumbency authorizations, certificates, and such other evidence of authority to enter into the Loan Documents document as Administrative Agent Lender may reasonably require., relating to the existence and good standing of each such entity and the authority of any person executing documents on behalf of each such entity; (vii) Intentionally Omitted; (viii) A copy of the contract to purchase the Property and the related closing statement executed statement, certified as true, correct and complete by Borrower; (ixviii) Evidence indicating whether the Improvements or any part thereof are or will be Property is located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by FEMA, the Federal Emergency Management Agency; and, if so, a flood notification form signed by Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the Improvements building and contents, if applicable, all in form, form and substance and amount satisfactory to Administrative Agent;Lender. (xix) An Appraisal showing the Loan-to-Value Ratio to be no more than sixty-five fifty percent (6550%); (xi) Intentionally Omitted; (xiix) An environmental report with respect to the Property prepared by an environmental consultant acceptable to Administrative AgentLender; (xiii) Intentionally Omitted; (xivxi) Evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xvxii) Evidence that all utilities and municipal services required for the operation of the Improvements are available at the Property; (xvixiii) The most recent available financial statements of Borrower and Guarantor; (xviixiv) Intentionally OmittedCopies of all Leases executed with respect to the Improvements, together with a fully executed subordination, non-disturbance and attornment agreement in form and substance acceptable to Lender for each Major Lease; (xviii) Intentionally Omitted; (xix) Intentionally Omitted; (xxxv) A Certification of Non-Foreign Status; (xxixvi) Satisfactory evidence that Borrower has invested cash equity in the Mortgaged Property in an amount not less than Fourteen Million Two Hundred Thousand Dollars ($14,200,000) (xvii) A signed IRS Form W-8 or W-9 as applicable; (1) At least five (5) days prior to the date hereof, all documentation and other information regarding Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of Borrower at least ten (10) days prior to the date hereof, and (2) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the date hereof, any Lender that has requested, in a written notice to Borrower at least ten (10) days prior to the date hereof, a Beneficial Ownership Certification in relation to Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (2) shall be deemed to be satisfied; and (xxiiixviii) Such other information and documents as Administrative Agent Lender may require.

Additional Closing Deliveries. Administrative Agent, or any Lender as applicable, shall have received the following on the date hereof in form and substance satisfactory to Administrative AgentLender: (i) An opinion or opinions from counsel for Borrower and Guarantor covering such items as Administrative Agent and its counsel may requireGuarantor; (ii) Current UCC, tax and judgment searches made in such places as Administrative Agent Lender may specify, covering Borrower and showing no filings relating to, or which could relate to, the Mortgaged Property other than those made hereunder; (iii) Evidence of the insurance required under Section 7.01 4.1(d) hereof, except that evidence of the Builder’s Risk insurance coverage described in Section II(A) of Exhibit C attached hereto shall be required to be furnished to Lender not later than 45 days after the Effective Date; (iv) A commitment to issue the Title Policy, together with copies of all documentation evidencing exceptions raised therein; (v) An ALTA/NSPS ACSM survey of the Property certified in a manner acceptable to Administrative Agent (the “Survey”)Lender; (vi) Copies A certificate of organizational documents Borrower’s operating member certifying on behalf of Borrower as to (i) the operating or company agreement of Borrower, and (ii) the authorizing member consent or resolution of Borrower’s applicable members, together with (w) a copy of the Certificate of Formation for Borrower, Guarantor and any other entity reasonably requested certified by Administrative Agent based on the organizational chart Delaware Secretary of State as of a recent date, (x) a copy of the certificate of authorization, qualification or registration for Borrower, together with certified by the Texas Secretary of State as of a recent date, (y) a copy of a certificate of existence and good standing certificates, resolutions, incumbency certificates, and such other evidence as of authority to enter into a recent date for Borrower from the Loan Documents as Administrative Agent may reasonably require. (vii) Intentionally Omitted; (viii) A copy Delaware Secretary of the contract to purchase the Property and the related closing statement executed by Borrower; (ix) Evidence indicating whether the Improvements or any part thereof are or will be located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by FEMA, and, if so, a flood notification form signed by Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the Improvements and contents, if applicable, all in form, substance and amount satisfactory to Administrative Agent; (x) An Appraisal showing the Loan-to-Value Ratio to be no more than sixty-five percent (65%); (xi) Intentionally Omitted; (xii) An environmental report with respect to the Property prepared by an environmental consultant acceptable to Administrative Agent; (xiii) Intentionally Omitted; (xiv) Evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance); (xv) Evidence that all utilities and municipal services required for the operation of the Improvements are available at the Property; (xvi) The most recent available financial statements of Borrower and Guarantor; (xvii) Intentionally Omitted; (xviii) Intentionally Omitted; (xix) Intentionally Omitted; (xx) A Certification of Non-Foreign Status; (xxi) A signed IRS Form W-8 or W-9 as applicable; (1) At least five (5) days prior to the date hereof, all documentation and other information regarding Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of Borrower at least ten (10) days prior to the date hereofState, and (2z) to copies of a certificate of fact for Borrower from the extent Texas Secretary of State and a franchise tax status verification for Borrower qualifies as a “legal entity customer” under from the Beneficial Ownership Regulation, at least five (5) days prior to the date hereof, any Lender Texas Comptroller demonstrating that has requested, Borrower is in a written notice to Borrower at least ten (10) days prior to the date hereof, a Beneficial Ownership Certification good standing in relation to Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (2) shall be deemed to be satisfied; and (xxiii) Such other information and documents as Administrative Agent may require.Texas;