Common use of Security Deeds Clause in Contracts

Security Deeds. To secure the Borrower’s Obligations under (and as defined in) this Agreement and the Borrower’s obligations under the Unsecured Revolver Agreement, no later than the date that is thirty-five (35) days after the Amendment No. 2 Effective Date, each Borrower owning an Eligible Unencumbered Property included in the Unencumbered Pool shall execute and deliver a Security Deed to the Collateral Agent (the Agent hereby being authorized by the Lenders to enter into such collateral agent arrangements with the Collateral Agent as the Agent deems necessary or appropriate, including, in any event, to provide for the pari passu application of the proceeds of any foreclosure of the Security Deeds to the outstanding Obligations under and as respectively defined in the Unsecured Revolver Agreement and this Agreement), such Security Deeds to be held in escrow by the Collateral Agent until the Collateral Agent elects to (a) record the same, as directed by the Majority Lenders and/or the “Majority Lenders” (as such term is defined in the Unsecured Revolver Agreement), in each case in their sole discretion, or (b) release the same, as directed by both the Majority Lenders and the “Majority Lenders” (as such term is defined in the Unsecured Revolver Agreement), in each case in their sole discretion. The Borrower hereby authorizes the Collateral Agent, upon such direction, to record (at any time after such direction) one or more of the Security Deeds in the applicable land records and, at the Collateral Agent’s election, to obtain appraisals, title insurance policies insuring the first priority of the Security Deeds and, as applicable, endorsements to the owner’s title policies, and such other diligence, documents, evidence of insurance and the like as the Collateral Agent may require, in each case at such time as the Collateral Agent may determine, in the Collateral Agent’s sole discretion, and satisfactory to the Collateral Agent. In connection with the foregoing delivery and, if applicable, recording of the Security Deeds, the Agent is hereby authorized by the Lenders to (i) take such steps as it deems appropriate to minimize the taxes and other third party costs associated with the Security Deeds, including, without limitation, with respect to Eligible Unencumbered Properties located in the State of Maryland, by converting the status under the Loan Documents of any owners of such properties (other than FPLP) from a Borrower to a secondary obligor Guarantor on such conditions and subject to such documentation (including, without limitation, if requested by the Agent, equity pledges of the direct and indirect equity interests in such Guarantors) as the Agent shall deem appropriate in its sole discretion and (ii) subject to the second, third and fourth paragraphs of §28, enter into such conforming amendments to the Loan Documents and additional collateral documents with the Borrower as may be appropriate, in each case in the Agent’s sole discretion, to effect the foregoing; provided, however, if the Unsecured Revolver Agent takes any such steps or enters into any such conforming amendments to the documents evidencing the Unsecured Revolver and/or additional collateral documents to effect the foregoing with respect to the Unsecured Revolver, the Agent is hereby directed to take the same steps as may be necessary to effect the foregoing and enter into such conforming amendments to the Loan Documents and/or additional collateral documents with the Borrower on substantially the same terms as those conforming amendments and/or additional collateral documents entered into by the Unsecured Revolver Agent in connection with the Unsecured Revolver. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, the definition of Secured Indebtedness and the provisions of §§9.1 and 9.2, the Obligations and the obligations under the Unsecured Revolver Agreement shall be treated for all purposes as unsecured Indebtedness and the Security Deeds shall be Liens that are permitted under §9.2.”

Security Deeds. To secure the Borrower’s Obligations under (and as defined in) this Agreement and the Borrower’s obligations under the Unsecured Revolver Agreementdocuments entered into in connection with the 2011 Term Loan, no later than the date that is thirty-five (35) days after the Amendment No. 2 1 Effective Date, each Borrower owning an Eligible Unencumbered Property included in the Unencumbered Pool shall execute and deliver a Security Deed to the Agent, acting in its capacity as collateral agent (in such capacity, the “Collateral Agent Agent”) for the lenders party to the loan agreement evidencing the 2011 Term Loan (the “2011 Term Loan Agreement”) and the Lenders (the Agent, in its capacity as Agent hereunder and as Collateral Agent, hereby being authorized by the Lenders to enter into such collateral agent arrangements with the Collateral Agent administrative agent under the loan agreement evidencing the 2011 Term Loan (the “2011 Term Loan Agreement”) as the Agent deems necessary or appropriate, including, in any event, to provide for the pari passu application of the proceeds of any foreclosure of the Security Deeds to the outstanding Obligations under and as respectively defined in the Unsecured Revolver 2011 Term Loan Agreement and this Agreement), such Security Deeds to be held in escrow by the Collateral Agent until the Collateral Agent elects to (a) record the same, as directed by the Majority Lenders and/or the “Majority Lenders” (as such term is defined in the Unsecured Revolver 2011 Term Loan Agreement), in each case in their sole discretion, or (b) release the same, as directed by both the Majority Lenders and the “Majority Lenders” (as such term is defined in the Unsecured Revolver 2011 Term Loan Agreement), in each case in their sole discretion. The Borrower hereby authorizes the Collateral Agent, upon such direction, to record (at any time after such direction) one or more of the Security Deeds in the applicable land records and, at the Collateral Agent’s election, to obtain appraisals, title insurance policies insuring the first priority of the Security Deeds and, as applicable, endorsements to the owner’s title policies, and such other diligence, documents, evidence of insurance and the like as the Collateral Agent may require, in each case at such time as the Collateral Agent may determine, in the Collateral Agent’s sole discretion, and satisfactory to the Collateral Agent. In connection with the foregoing delivery and, if applicable, recording of the Security Deeds, the Agent is hereby authorized by the Lenders to (i) take such steps as it deems appropriate to minimize the taxes and other third party costs associated with the Security Deeds, including, without limitation, with respect to Eligible Unencumbered Properties located in the State of Maryland, by converting the status under the Loan Documents of any owners of such properties (other than FPLP) from a Borrower to a secondary obligor Guarantor on such conditions and subject to such documentation (including, without limitation, if requested by the Agent, equity pledges of the direct and indirect equity interests in such Guarantors) as the Agent shall deem appropriate in its sole discretion and (ii) subject to the second, second and third and fourth paragraphs of §28, enter into such conforming amendments to the Loan Documents and additional collateral documents with the Borrower as may be appropriate, in each case in the Agent’s sole discretion, to effect the foregoing; provided, however, if the Unsecured Revolver Agent administrative agent under the 2011 Term Loan Agreement takes any such steps or enters into any such conforming amendments to the documents evidencing the Unsecured Revolver 2011 Term Loan and/or additional collateral documents to effect the foregoing with respect to the Unsecured Revolver2011 Term Loan, the Agent is hereby directed to take the same steps as may be necessary to effect the foregoing and enter into such conforming amendments to the Loan Documents and/or additional collateral documents with the Borrower on substantially the same terms as those conforming amendments and/or additional collateral documents entered into by the Unsecured Revolver Agent administrative agent under the 2011 Term Loan Agreement in connection with the Unsecured Revolver2011 Term Loan. Without limitation of §17, any costs and expenses of the Collateral Agent incurred in connection with the taking and recording of the Security Deeds or otherwise implementing the provisions of this §8.22, including, without limitation, any mortgage recording taxes and similar charges or in connection with obtaining any title insurance, shall be payable on demand by the Borrower and, if not so paid, the Borrower shall be deemed to have delivered a Completed Loan Request for a Base Rate Loan pursuant to §2.4 for such amount and such amount shall be advanced by the Lenders as a Revolving Credit Loan hereunder. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, the definition of Secured Indebtedness and the provisions of §§9.1 and 9.2, the Obligations and the obligations under the Unsecured Revolver 2011 Term Loan Agreement shall be treated for all purposes as unsecured Indebtedness and the Security Deeds shall be Liens that are permitted under §9.2.”