Common use of Additional Reporting and Delivery Requirements on Completion Date Clause in Contracts

Additional Reporting and Delivery Requirements on Completion Date. On or prior to the Completion Date, the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT E or in such other form as is satisfactory to the Agent, in its commercially reasonable discretion, specifying (a) the address for the Property, (b) the Completion Date, (c) the Property Cost and (d) that every representation and warranty of each Credit Party contained in the Operative Agreements to which it is a party is true and correct on and as of the Completion Date in all material respects, except for any representation or warranty that is qualified by materiality or references Material Adverse Effect, which such representation or warranty shall be true and correct in all respects (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or references Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date). The Agent shall have the right to reasonably contest the information contained in such Officer’s Certificate. Furthermore, on or prior to the Completion Date, the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Property, each of which shall be in form and substance acceptable to the Agent, in its commercially reasonable discretion: (v) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost and, if endorsed, the endorsement shall not include a title change or exception that has or could reasonably be expected to have a Material Adverse Effect; (w) an as‑built survey for the Property; (x) insurance certificates respecting the Property as required hereunder and under the Lease; (y) at the Lessor’s prior written request, an Appraisal regarding the Property; and (z) with respect to any Advances not contemplated in the original applicable Construction Budget, including by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the applicable Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary to conform to statutory recording requirements and customary practice under Applicable Law). In addition, on the Completion Date, the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall have been paid in an amount required by Applicable Law, subject, however, to the obligations of the Lessor, the Mortgage Lenders and the Credit Lenders to fund such costs to the extent required pursuant to Section 7.1.

Additional Reporting and Delivery Requirements on Completion Date. On or prior (a) As the Property nears Completion, the Construction Agent shall coordinate with the Agent regarding the date to be designated as the Completion Date, and no later than the Completion Date, the Construction Agent shall notify the Agent of the exact date of the Completion Date. (b) Within three Business Days after the Completion Date, the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT E F- 1 or in such other form as is satisfactory acceptable to the Agent, in its commercially reasonable discretion, specifying Agent attaching the temporary certificate of occupancy for the Property and specifying: (ai) the address for the Property, ; (bii) the Completion Date, ; (ciii) the aggregate Property Cost and Cost; and (div) that every representation all representations and warranty warranties of the Credit Parties in each Credit Party contained in of the Operative Agreements to which it is a party is true and correct on and as of the Completion Date in all material respects, except for any representation or warranty that is qualified by materiality or references Material Adverse Effect, which such representation or warranty shall be true and correct in all respects (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain each certificate delivered pursuant thereto are true and correct in all material respects as of the Completion Date (except representations and warranties which (i) expressly relate solely to an earlier date or time, in which case such representations and warranties were true and correct as of such earlier date, except for any representation and warranty that is date or time or (ii) are qualified by materiality or references to Material Adverse Effect, which such representation representations and warranty warranties shall be true and correct in all respects as of such earlier date). The Agent shall have the right to reasonably contest the information contained in such Officer’s Certificate. Furthermore, on or prior to . (c) Within thirty (30) days after the Completion Date: (i) the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F‑2 or in such other form as is acceptable to the Agent attaching: (A) detailed, itemized documentation supporting the asserted Property Cost figures; and (B) unconditional waivers of Lien covering all work and materials regarding the Property by the applicable general contractor or any subcontractors or suppliers; (ii) the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Property, each of which shall be in form and substance acceptable to the Agent, in its commercially reasonable discretion: : (vA) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost and, if endorsed, the endorsement shall not include a title change or exception that has or could would reasonably be expected to have a Material Adverse Effect; ; (wB) an as‑built survey for the Property; ; (xC) insurance certificates respecting the Property as required hereunder and under the Lease; ; (yD) at the Lessor’s prior written request, an Appraisal regarding the Property; and and (zE) with respect to any Lessor Advances not contemplated in the original applicable Construction Budget, including by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the applicable Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary to conform to statutory recording requirements and customary practice under Applicable Law). In addition, on the Completion Date, ; and (iii) the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall have been paid in an amount required by Applicable Law, subject, however, to the obligations of the Lessor, the Mortgage Lenders and the Credit Lenders Lessor Parties to fund such costs to the extent required pursuant to Section 7.1. (d) The Agent shall have the right to contest the information contained in either of the foregoing Officer’s Certificate (to be delivered pursuant to Sections 5.5(b) and 5.5(c)(i), as applicable), with any such determination made by the Agent in good faith being determinative, absent manifest error; provided that, the Agent and the Construction Agent shall work in good faith to resolve any such contest and, to the extent that the Agent contests the information contained in either such Officer’s Certificate and the Credit Parties are diligently working in good faith with the Agent to resolve any such contest, notwithstanding anything contained herein or in any other Operative Agreement to the contrary, no Event of Default shall be created solely by any such contest for a period not to exceed thirty (30) days from the date the Agent provides written notice to the Construction Agent of such contest; provided, further, that notwithstanding that any such particular contest has not been resolved in such period of thirty (30) days, if it is reasonable to expect that such contest may be subsequently resolved with additional diligent effort by the Credit Parties and the Agent, and to the extent the Credit Parties continue to work diligently in good faith with the Agent to resolve such contest, then the Credit Parties may continue to work with the Agent to resolve such contest for a period of an additional fifteen (15) days; provided, further, if such contest has not been resolved in the period of the additional fifteen (15) days, then the contested information shall constitute a breach of the Construction Agent’s obligation to have delivered such information to the Agent in accordance with the terms of this Agreement.

Additional Reporting and Delivery Requirements on Completion Date. Respecting Each Property. ------------------------- On or prior to the Completion DateDate for each Property, the Construction Agent shall deliver to the Agent (with a copy to counsel for the Agent) an Officer’s 's Certificate in the form attached hereto as EXHIBIT E or in such other form as is satisfactory to the Agent, in its commercially reasonable discretion, Exhibit B specifying (a) the address --------- Completion Date for the Property, construction of Improvements at the Property and (b) the Completion Date, (c) the aggregate Property Cost for the Property. Such Officer's Certificate shall also include, in form reasonably acceptable to the Agent, detailed, itemized documentation supporting the asserted Property Cost figures and (d) a certification to the effect that every representation all Improvements have been made in accordance with all applicable material Legal Requirements, in a good and warranty of each Credit Party contained workmanlike manner in accordance with the Operative Agreements to which it is a party is true Plans and correct on Specifications and as otherwise in full compliance with the standards and practices of the Completion Date in all material respects, except for any representation or warranty that is qualified Construction Agent with respect to properties and improvements owned by materiality or references Material Adverse Effect, which such representation or warranty shall be true and correct in all respects (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or references Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date)the Construction Agent. The Agent shall have the right to reasonably contest the information contained in such Officer’s 's Certificate. Furthermore, on or prior to the Completion DateDate for each Property, the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Propertyfollowing, each of which shall be in form and substance reasonably acceptable to the Agent, in its commercially reasonable discretion: (v) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost and, if endorsed, the endorsement shall not include a title change or exception that has or could reasonably be expected to have a Material Adverse Effect; (wu) an as‑built as-built survey for the applicable Property; (xv) insurance certificates respecting the Property as required hereunder and under the LeaseLease Agreement; (w) a Lease Supplement, (x) a memorandum of the Lease and such Lease Supplement (in form suitable for recording), and (y) at Lessor Financing Statements executed by the Lessee and the Lessor’s prior written request, an Appraisal regarding the Property; and (z) with respect to any Advances not contemplated in the original applicable Construction Budget, including by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the applicable Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary to conform to statutory recording requirements and customary practice under Applicable Law). In addition, on as of the Completion Date, Date for such Property the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall be paid (or shall have been paid paid) in an amount required by Applicable Law, subject, however, to the obligations of the Lessor, the Mortgage Lenders and the Credit Lenders to fund such costs to the extent required pursuant to Section 7.1applicable law.

Additional Reporting and Delivery Requirements on Completion Date. On or prior to Within ten (10) days after the Completion DateDate for the Property, the Construction Agent shall deliver to the Agent and the Primary Financing Parties an Officer’s 's Certificate in the form attached hereto as EXHIBIT E Exhibit I or in such other form as is satisfactory reasonably acceptable to the Agent, in its commercially reasonable discretion, Agent specifying (a) the address Completion Date for the Property and the aggregate Property Cost for the Property, (b) and that all representations and warranties of the Completion Date, (c) the Property Cost Construction Agent and (d) that every representation and warranty Lessee in each of each Credit Party contained in the Operative Agreements to which it is a party is true and correct on and as of the Completion Date in all material respects, except for any representation or warranty that is qualified by materiality or references Material Adverse Effect, which such representation or warranty shall be true and correct in all respects (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain each certificate delivered pursuant thereto are true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or references Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date)the Completion Date. The Agent shall have the right to reasonably contest the information contained in such Officer’s 's Certificate. Furthermore, on or prior to the Completion DateDate for the Property, the Construction Agent shall deliver or cause to be delivered to the Agent and the Primary Financing Parties (unless previously delivered to the AgentAgent and the Primary Financing Parties) originals of the following relating to the Propertyfollowing, each of which shall be in form and substance acceptable to the Agent, in its commercially reasonable discretion: (v) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost (divided between such policy in favor of the Tranche A Note Purchasers and the other policy in favor of the Tranche B Lenders based on the percentages for Advances as set forth in Section 5.2(c)) and, if endorsed, the endorsement shall not include a title change or exception that has or could reasonably be expected objectionable to have a Material Adverse Effectthe Agent; (w) an as‑built as-built survey for the Property; , (x) insurance certificates respecting the such Property as required hereunder and under the Lease; Lease and (y) at the Lessor’s prior written request, an Appraisal regarding the Property; and (z) with respect to any Advances not contemplated in the original applicable Construction Budget, including if reasonably requested by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the applicable Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary amendments to conform to statutory recording requirements and customary practice under Applicable Law)the Lessor Financing Statements executed by the appropriate parties. In addition, on the Completion Date, the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument Instruments shall have been paid in an amount required by Applicable Lawapplicable law, subject, however, to the obligations of the Lessor, the Mortgage Lenders and the Credit Lenders to fund obligation that such costs be funded from Tranche A Proceeds or Tranche B Loans to the extent required pursuant to Section 7.1.

Additional Reporting and Delivery Requirements on Completion Date. On or prior to Within thirty (30) days after the Completion DateDate for the Property, the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT E I or in such other form as is satisfactory reasonably acceptable to the Agent, in its commercially reasonable discretion, Agent specifying (a) the address Completion Date for the Property, (b) that the Completion DateProperty is capable of operation in a commercially reasonable manner as a Permitted Facility, (c) the aggregate Property Cost Cost, and (d) that every representation all representations and warranty warranties of the Construction Agent and Lessee in each Credit Party contained in of the Operative Agreements to which it is a party is true and correct on and as of the Completion Date in all material respects, except for any representation or warranty that is qualified by materiality or references Material Adverse Effect, which such representation or warranty shall be true and correct in all respects (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain each certificate delivered pursuant thereto are true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or references Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date)the Completion Date. The Agent shall have the right to reasonably contest the information contained in such Officer’s Certificate. Furthermore, on or prior to the Completion DateDate for the Property, the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Propertyfollowing, each of which shall be in form and substance acceptable to the Agent, in its commercially reasonable discretion: (v) a title insurance endorsement regarding the title insurance policy policies delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost and, if endorsed, the endorsement shall not include a title change or exception that has or could reasonably be expected objectionable to have a Material Adverse Effectthe Agent; (w) an as‑built ALTA survey for the Property; Property as built, (x) insurance certificates respecting the Property as required hereunder and under the Lease; Lease and (y) at the Lessor’s prior written request, an Appraisal regarding the Property; and (z) with respect to any Advances not contemplated in the original applicable Construction Budget, including if reasonably requested by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the applicable Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary amendments to conform to statutory recording requirements and customary practice under Applicable Law)the Primary Financing Party Financing Statements executed by the appropriate parties. In addition, on the Completion Date, the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall have been paid in an amount required by Applicable Law, subject, however, to the obligations of the Lessor, the Mortgage Lenders and the Credit Lenders to fund such costs to the extent required pursuant to Section 7.1applicable law.

Additional Reporting and Delivery Requirements on Completion Date. On or prior (a) As the Property nears Completion, the Construction Agent shall coordinate with the Agent regarding the date to be designated as the Completion Date, and no later than the Completion Date, the Construction Agent shall notify the Agent of the exact date of the Completion Date. (b) Within three Business Days after the Completion Date, the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT E F- 1 or (c) Within thirty (30) days after the Completion Date: (i) the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F-2 or in such other form as is satisfactory acceptable to the AgentAgent attaching: (A) detailed, in its commercially reasonable discretion, specifying itemized documentation supporting the asserted Property Cost figures; and (aB) the address for the Property, (b) the Completion Date, (c) unconditional waivers of Lien covering all work and materials regarding the Property Cost and by the applicable general contractor or any subcontractors or suppliers; (dii) that every representation and warranty of each Credit Party contained in the Operative Agreements to which it is a party is true and correct on and as of the Completion Date in all material respects, except for any representation or warranty that is qualified by materiality or references Material Adverse Effect, which such representation or warranty shall be true and correct in all respects (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or references Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date). The Agent shall have the right to reasonably contest the information contained in such Officer’s Certificate. Furthermore, on or prior to the Completion Date, the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Property, each of which shall be in form and substance acceptable to the Agent, in its commercially reasonable discretion: (vA) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost and, if endorsed, the endorsement shall not include a title change or exception that has or could would reasonably be expected to have a Material Adverse Effect; (wB) an as‑built as-built survey for the Property; (xC) insurance certificates respecting the Property as required hereunder and under the Lease; (yD) at the Lessor’s prior written request, an Appraisal regarding the Property; and (z) with respect to any Advances not contemplated in the original applicable Construction Budget, including by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the applicable Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary to conform to statutory recording requirements and customary practice under Applicable Law). In addition, on the Completion Date, the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall have been paid in an amount required by Applicable Law, subject, however, to the obligations of the Lessor, the Mortgage Lenders and the Credit Lenders to fund such costs to the extent required pursuant to Section 7.1.and

Additional Reporting and Delivery Requirements on Completion Date. On or prior to Within thirty (30) days after the Completion DateDate for the Property (but in no event later than the Completion Date for the Property), the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT E I or in such other form as is satisfactory reasonably acceptable to the Agent, in its commercially reasonable discretion, Agent specifying (a) the address Completion Date for the Property, (b) that the Completion DateProperty is capable of operation in a commercially reasonable manner as a Permitted Facility, (c) the aggregate Property Cost Cost, and (d) that every representation all representations and warranty warranties of the Construction Agent and Lessee in each Credit Party contained in of the Operative Agreements to which it is a party is true and correct on and as of the Completion Date in all material respects, except for any representation or warranty that is qualified by materiality or references Material Adverse Effect, which such representation or warranty shall be true and correct in all respects (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain each certificate delivered pursuant thereto are true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or references Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date)the Completion Date. The Agent shall have the right to reasonably contest the information contained in such Officer’s Certificate. Furthermore, on or prior to the Completion DateDate for the Property, the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Propertyfollowing, each of which shall be in form and substance acceptable to the Agent, in its commercially reasonable discretion: (v) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost (divided between such policy in favor of the Lenders and the Lessor based on the percentages for Advances as set forth in Section 5.2(c)) and, if endorsed, the endorsement shall not include a title change or exception that has or could reasonably be expected objectionable to have a Material Adverse Effectthe Agent; (w) an as‑built ALTA survey for the Property; Property as built, (x) insurance certificates respecting the Property as required hereunder and under the Lease; Lease and (y) at the Lessor’s prior written request, an Appraisal regarding the Property; and (z) with respect to any Advances not contemplated in the original applicable Construction Budget, including if reasonably requested by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the applicable Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary amendments to conform to statutory recording requirements and customary practice under Applicable Law)the Primary Financing Party Financing Statements executed by the appropriate parties. In addition, on the Completion Date, the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall have been paid in an amount required by Applicable Law, subject, however, to the obligations of the Lessor, the Mortgage Lenders and the Credit Lenders to fund such costs to the extent required pursuant to Section 7.1applicable law.

Additional Reporting and Delivery Requirements on Completion Date. On or prior (a) As the Property nears Completion, the Construction Agent shall coordinate with the Agent regarding the date to be designated as the Completion Date, and no later than the Completion Date, the Construction Agent shall notify the Agent of the exact date of the Completion Date. (b) Within three Business Days after the Completion Date, the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT E F- 1 or CHAR1\1917164v13 in such other form as is satisfactory acceptable to the Agent, in its commercially reasonable discretion, specifying Agent attaching the temporary certificate of occupancy for the Property and specifying: (ai) the address for the Property, ; (bii) the Completion Date, ; (ciii) the aggregate Property Cost and Cost; and (div) that every representation all representations and warranty warranties of the Credit Parties in each Credit Party contained in of the Operative Agreements to which it is a party is true and correct on and as of the Completion Date in all material respects, except for any representation or warranty that is qualified by materiality or references Material Adverse Effect, which such representation or warranty shall be true and correct in all respects (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain each certificate delivered pursuant thereto are true and correct in all material respects as of the Completion Date (except representations and warranties which (i) expressly relate solely to an earlier date or time, in which case such representations and warranties were true and correct as of such earlier date, except for any representation and warranty that is date or time or (ii) are qualified by materiality or references to Material Adverse Effect, which such representation representations and warranty warranties shall be true and correct in all respects as of such earlier date). The Agent shall have the right to reasonably contest the information contained in such Officer’s Certificate. Furthermore, on or prior to . (c) Within thirty (30) days after the Completion Date: (i) the Construction Agent shall deliver to the Agent an Officer’s Certificate in the form attached hereto as EXHIBIT F-2 or in such other form as is acceptable to the Agent attaching: (A) detailed, itemized documentation supporting the asserted Property Cost figures; and (B) unconditional waivers of Lien covering all work and materials regarding the Property by the applicable general contractor or any subcontractors or suppliers; (ii) the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Property, each of which shall be in form and substance acceptable to the Agent, in its commercially reasonable discretion: : (vA) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost and, if endorsed, the endorsement shall not include a title change or exception that has or could would reasonably be expected to have a Material Adverse Effect; ; (wB) an as‑built as-built survey for the Property; ; (xC) insurance certificates respecting the Property as required hereunder and under the Lease; ; (yD) at the Lessor’s prior written request, an Appraisal regarding the Property; and CHAR1\1917164v13 (zE) with respect to any Lessor Advances not contemplated in the original applicable Construction Budget, including by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the applicable Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary to conform to statutory recording requirements and customary practice under Applicable Law). In addition, on the Completion Date, ; and (iii) the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall have been paid in an amount required by Applicable Law, subject, however, to the obligations of the Lessor, the Mortgage Lenders and the Credit Lenders Lessor Parties to fund such costs to the extent required pursuant to Section 7.1. (d) The Agent shall have the right to contest the information contained in either of the foregoing Officer’s Certificate (to be delivered pursuant to Sections 5.5(b) and 5.5(c)(i), as applicable), with any such determination made by the Agent in good faith being determinative, absent manifest error; provided that, the Agent and the Construction Agent shall work in good faith to resolve any such contest and, to the extent that the Agent contests the information contained in either such Officer’s Certificate and the Credit Parties are diligently working in good faith with the Agent to resolve any such contest, notwithstanding anything contained herein or in any other Operative Agreement to the contrary, no Event of Default shall be created solely by any such contest for a period not to exceed thirty (30) days from the date the Agent provides written notice to the Construction Agent of such contest; provided, further, that notwithstanding that any such particular contest has not been resolved in such period of thirty (30) days, if it is reasonable to expect that such contest may be subsequently resolved with additional diligent effort by the Credit Parties and the Agent, and to the extent the Credit Parties continue to work diligently in good faith with the Agent to resolve such contest, then the Credit Parties may continue to work with the Agent to resolve such contest for a period of an additional fifteen (15) days; provided, further, if such contest has not been resolved in the period of the additional fifteen (15) days, then the contested information shall constitute a breach of the Construction Agent’s obligation to have delivered such information to the Agent in accordance with the terms of this Agreement.

Additional Reporting and Delivery Requirements on Completion Date. RESPECTING EACH PROPERTY. ------------------------- On or prior to the Completion DateDate for each Property, the Construction Agent shall deliver to the Agent (with a copy to counsel for the Agent) an Officer’s 's Certificate in the form attached hereto as EXHIBIT E or in such other form as is satisfactory to the Agent, in its commercially reasonable discretion, Exhibit B specifying (a) the address --------- Completion Date for the Property, construction of Improvements at the Property and (b) the Completion Date, (c) the aggregate Property Cost for the Property. Such Officer's Certificate shall also include, in form reasonably acceptable to the Agent, detailed, itemized documentation supporting the asserted Property Cost figures and (d) a certification to the effect that every representation all Improvements have been made in accordance with all applicable material Legal Requirements, in a good and warranty of each Credit Party contained workmanlike manner in accordance with the Operative Agreements to which it is a party is true Plans and correct on Specifications and as otherwise in full compliance with the standards and practices of the Completion Date in all material respects, except for any representation or warranty that is qualified Construction Agent with respect to properties and improvements owned by materiality or references Material Adverse Effect, which such representation or warranty shall be true and correct in all respects (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or references Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date)the Construction Agent. The Agent shall have the right to reasonably contest the information contained in such Officer’s 's Certificate. Furthermore, on or prior to the Completion DateDate for each Property, the Construction Agent shall deliver or cause to be delivered to the Agent (unless previously delivered to the Agent) originals of the following relating to the Propertyfollowing, each of which shall be in form and substance reasonably acceptable to the Agent, in its commercially reasonable discretion: (v) a title insurance endorsement regarding the title insurance policy delivered in connection with the requirements of Section 5.3(g), but only to the extent such endorsement is necessary to provide for insurance in an amount at least equal to the maximum total Property Cost and, if endorsed, the endorsement shall not include a title change or exception that has or could reasonably be expected to have a Material Adverse Effect; (wu) an as‑built as-built survey for the applicable Property; (xv) insurance certificates respecting the Property as required hereunder and under the LeaseLease Agreement; (w) a Lease Supplement, (x) a memorandum of the Lease and such Lease Supplement (in form suitable for recording), and (y) at Lessor Financing Statements executed by the Lessee and the Lessor’s prior written request, an Appraisal regarding the Property; and (z) with respect to any Advances not contemplated in the original applicable Construction Budget, including by the Lessor pursuant to Section 5.16, the Lessee shall have caused to be delivered to the Agent an amendment to the applicable Mortgage Instrument (as is acceptable to the Agent, with revisions as necessary to conform to statutory recording requirements and customary practice under Applicable Law). In addition, on as of the Completion Date, Date for such Property the Construction Agent covenants and agrees that the recording fees, documentary stamp taxes or similar amounts required to be paid in connection with the related Mortgage Instrument shall be paid (or shall have been paid paid) in an amount required by Applicable Law, subject, however, to the obligations of the Lessor, the Mortgage Lenders and the Credit Lenders to fund such costs to the extent required pursuant to Section 7.1applicable law.