Common use of Amended and Restated Mortgages, Etc Clause in Contracts

Amended and Restated Mortgages, Etc. With respect to all of the Real Property owned by the Company or any of its Domestic Subsidiaries as designated on Schedule 5(s) and subject to a Mortgage prior to the Restatement Effective Date (each, an “Existing Mortgaged Property” and collectively, the “Existing Mortgaged Properties”), the Collateral Agent shall have received each of the following, in form and substance reasonably satisfactory to the Agent: (i) an amended and restated Mortgage encumbering such Existing Mortgaged Property, duly executed and acknowledged by the applicable Credit Party and in form and substance reasonably satisfactory to the Collateral Agent; (ii) to the extent reasonably requested by the Collateral Agent, a UCC-3 fixture filing amendment with respect to each UCC-1 fixture filing filed with respect to such Existing Mortgaged Property; (iii) date down endorsement to the existing mortgagee’s title insurance policy or, if not available, a new Mortgage Policy, disclosing no additional liens or title exceptions against such Existing Mortgaged Property other than Permitted Encumbrances, extending the date of such mortgagee’s title insurance policy to the date of recordation of such amended and restated Mortgage, and providing assurance reasonably satisfactory to the Collateral Agent that the lien on such Existing Mortgaged Property in favor of the Collateral Agent shall continue to have the enforceability and priority in effect immediately prior to the Restatement Effective Date and shall be in form and substance reasonably acceptable to the Collateral Agent; (iv) evidence of payment of all applicable filing, documentary, stamp, intangible, mortgage and recording taxes, recording and filing fees, and title insurance premiums and fees in connection with the matters set forth in clauses (i), (ii) and (iii) above; (v) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and, for any Existing Mortgaged Property on which improvements are located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Parties and (y) certificates of insurance evidencing the insurance required by Section 7.03(c) in form and substance satisfactory to the Administrative Agent; (vi) copies of, or certificates as to coverage under, the insurance policies required by Section 7.03 naming the Administrative Agent as additional insured, loss payee and mortgagee, as applicable, and otherwise in form and substance satisfactory to the Administrative Agent; and (vii) from local counsel to the Company and its Subsidiaries reasonably satisfactory to the Administrative Agent, opinions addressed to the Administrative Agent, the Collateral Agent and each of the Lenders, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent and shall cover the liens granted pursuant to the amended and restated Mortgages and such other matters incident to the transactions contemplated herein and in the other Credit Documents as the Administrative Agent may reasonably request.

Amended and Restated Mortgages, Etc. With respect to all of the Real Property owned by the Company or any of its Domestic Subsidiaries as designated on Schedule 5(s) and subject to a Mortgage prior to the Restatement Effective Date (each, an “Existing Mortgaged Property” and collectively, the “Existing Mortgaged Properties”), the Collateral Agent shall have received each of the following, in form and substance reasonably satisfactory to the Agent: (i) an amended and restated Mortgage encumbering such Existing Mortgaged Property, duly executed and acknowledged by the applicable Credit Party and in form and substance reasonably satisfactory to the Collateral Agent; (ii) to the extent reasonably requested by the Collateral Agent, a UCC-3 fixture filing amendment with respect to each UCC-1 fixture filing filed with respect to such Existing Mortgaged Property; (iii) date down endorsement to the existing mortgagee’s title insurance policy or, if not available, a new Mortgage Policy, disclosing no additional liens or title exceptions against such Existing Mortgaged Property other than Permitted Encumbrances, extending the date of such mortgagee’s title insurance policy to the date of recordation of such amended and restated Mortgage, and providing assurance reasonably satisfactory to the Collateral Agent that the lien on such Existing Mortgaged Property in favor of the Collateral Agent shall continue to have the enforceability and priority in effect immediately prior to the Restatement Effective Date and shall be in form and substance reasonably acceptable to the Collateral Agent; (iv) evidence of payment of all applicable filing, documentary, stamp, intangible, mortgage and recording taxes, recording and filing fees, and title insurance premiums and fees in connection with the matters set forth in clauses (i), (ii) and (iii) above; (v) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and, for any Existing Mortgaged Property on which improvements are located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Parties and (y) certificates of insurance evidencing the insurance required by Section 7.03(c) in form and substance satisfactory to the Administrative Agent; (vi) copies of, or certificates as to coverage under, the insurance policies required by Section 7.03 naming the Administrative Agent as additional insured, loss payee and mortgagee, as applicable, and otherwise in form and substance satisfactory to the Administrative Agent; and (vii) from local counsel to the Company and its Subsidiaries reasonably satisfactory to the Administrative Agent, opinions addressed to the Administrative Agent, the Collateral Agent and each of the Lenders, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent and shall cover the liens granted pursuant to the amended and restated Mortgages and such other matters incident to the transactions contemplated herein and in the other Credit Documents as the Administrative Agent may reasonably request.Section

Amended and Restated Mortgages, Etc. With respect to all of the Real Property owned by the Company or any of its Domestic Subsidiaries as designated on Schedule 5(s) and subject to a Mortgage prior to the Restatement Effective Date (each, an “Existing Mortgaged Property” and collectively, the “Existing Mortgaged Properties”), the Collateral Agent shall have received each of the following, in form and substance reasonably satisfactory to the Agent:Perfection Certificate. On or prior to the Closing Date the Administrative Agent shall have received a Perfection Certificate executed and delivered by the Company and each Guarantor. (i) an amended and restated Mortgage encumbering such Existing Mortgaged Property, duly executed and acknowledged by the applicable Credit Party and in form and substance reasonably satisfactory to the Collateral Agent; (ii) to the extent reasonably requested by the Collateral Agent, a UCC-3 fixture filing amendment with respect to each UCC-1 fixture filing filed with respect to such Existing Mortgaged Property; (iii) date down endorsement to the existing mortgagee’s title insurance policy or, if not available, a new Mortgage Policy, disclosing no additional liens or title exceptions against such Existing Mortgaged Property other than Permitted Encumbrances, extending the date of such mortgagee’s title insurance policy to the date of recordation of such amended and restated Mortgage, and providing assurance reasonably satisfactory to the Collateral Agent that the lien on such Existing Mortgaged Property in favor of the Collateral Agent shall continue to have the enforceability and priority in effect immediately prior to the Restatement Effective Date and shall be in form and substance reasonably acceptable to the Collateral Agent; (iv) evidence of payment of all applicable filing, documentary, stamp, intangible, mortgage and recording taxes, recording and filing fees, and title insurance premiums and fees in connection with the matters set forth in clauses (i), (ii) and (iii) above; (v) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and, for any Existing Mortgaged Property on which improvements are located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Parties and (y) certificates of insurance evidencing the insurance required by Section 7.03(c) in form and substance satisfactory to the Administrative Agent; (vi) copies of, or certificates as to coverage under, the insurance policies required by Section 7.03 naming the Administrative Agent as additional insured, loss payee and mortgagee, as applicable, and otherwise in form and substance satisfactory to the Administrative Agent; and (vii) from local counsel to the Company and its Subsidiaries reasonably satisfactory to the Administrative Agent, opinions addressed to the Administrative Agent, the Collateral Agent and each of the Lenders, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent and shall cover the liens granted pursuant to the amended and restated Mortgages and such other matters incident to the transactions contemplated herein and in the other Credit Documents as the Administrative Agent may reasonably request.