Mortgage Amendments. As soon as practicable and in no event later than 30 days after the Amendment Effective Date, the U.S. Borrower shall deliver to the Administrative Agents and the Administrative Agents shall have received from the U.S. Borrower, a Mortgage Amendment for each of the Original Mortgages, duly executed and delivered by the U.S. Borrower, together with: (a) legal opinions of local counsel reasonably satisfactory to the Administrative Agents with respect of each of the Mortgage Amendments to the Original Mortgages identified as items 1 through 5 on Schedule IV hereto, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative Agents; (b) evidence satisfactory to the Administrative Agents that such action (including, without limitation, the filing of appropriately completed Uniform Commercial Code financing statements and the recording of the Mortgage Amendments) as may be necessary or as the Administrative Agents shall have reasonably requested to perfect the Liens created pursuant to the Mortgage Amendments, and to continue the perfection of the Liens created pursuant to the Original Mortgages, shall have been taken, or that arrangements therefor satisfactory to the Administrative Agents shall have been made; (c) updated policies of title insurance (or endorsements issued in connection with the Existing Title Policies) with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 1, 2 and 3 on Schedule IV attached hereto, in form and substance satisfactory to the Administrative Agents and issued by the Title Company, insuring the perfection, enforceability and priority of the Liens on each applicable Amended Mortgage Property created under the applicable Mortgage Amendments in amounts as are satisfactory to the Administrative Agents, subject only to such exceptions as are reasonably satisfactory to the Administrative Agents, containing such endorsements as have been previously delivered pursuant to the Existing Title Policies or such endorsements as shall be otherwise satisfactory to the Administrative Agents; (d) nothing further certificates," or such other equivalent document issued by the Title Company with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 4 and 5 on Schedule IV attached hereto, in each case in form and substance satisfactory to the Administrative Agents and issued by the Title Company, showing the priority of the Liens of each applicable Amended Mortgage Property created under the applicable Mortgage Amendments and showing no Liens (other than Liens permitted hereunder) of record with respect to each applicable Amended Mortgaged Property since the date of the applicable Existing Title Policy; (e) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company all expenses and premiums of the Title Company in connection with the issuance of such policies and in addition shall have paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company an amount equal to the recording and stamp taxes payable in connection with recording the Mortgage Amendments in the appropriate county land offices; and (f) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay all other costs, fees and expenses (including, without limitation, mortgage recording, intangibles or documentary stamp or similar taxes, reasonable legal fees and expenses) payable to the Administrative Agents with respect to the Mortgage Amendments.
Appears in 3 contracts
Samples: Credit Agreement (Associated Materials Inc), Credit Agreement (AMH Holdings, Inc.), Credit Agreement (AMH Holdings, Inc.)
Mortgage Amendments. As soon as practicable and in no event later than 30 Within one hundred fifty (150) days after the Amendment No. 8 Effective Date, the U.S. Borrower shall deliver to unless waived or extended by the Administrative Agents and Agent in its sole discretion, with respect to each Mortgaged Property, the Administrative Agents Agent shall have received from either the U.S. Borrower, a Mortgage Amendment for each of items listed in paragraph (a) or the Original Mortgages, duly executed and delivered by the U.S. Borrower, together withitems listed in paragraph (b) as follows:
(a) legal opinions of local counsel a favorable opinion or email confirmation, in form and substance reasonably satisfactory to the Administrative Agents Agent, from local counsel in the jurisdiction in which each Mortgaged Property is located substantially to the effect that:
(i) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Loan Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; and
(ii) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Loan Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; or
(b) with respect of to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent:
(i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law;
(ii) a favorable opinion, addressed to the Administrative Agent and the Secured Parties covering, among other things, the due authorization, execution, delivery and enforceability of the applicable Mortgage Amendments as amended by the Mortgage Amendment (such opinion may take assumptions for any matters addressed in the local counsel opinion originally delivered in connection with the Mortgage);
(iii) a date down endorsement to the Original Mortgages identified as items 1 through 5 on Schedule IV heretoexisting title policy, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative AgentsAgent and reasonably assure the Administrative Agent as of the date of such endorsement that the real property subject to the lien of such Mortgage is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage;
(biv) evidence satisfactory to of payment by the Administrative Agents that such action (includingBorrower of all search and examination charges escrow charges and related charges, without limitationmortgage recording taxes, the filing of appropriately completed Uniform Commercial Code financing statements fees, charges, costs and expenses required for the recording of the Mortgage Amendments) as may be necessary or as the Administrative Agents shall have reasonably requested Amendment referred to perfect the Liens created pursuant to the Mortgage Amendments, and to continue the perfection of the Liens created pursuant to the Original Mortgages, shall have been taken, or that arrangements therefor satisfactory to the Administrative Agents shall have been made;
(c) updated policies of title insurance (or endorsements issued in connection with the Existing Title Policies) with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 1, 2 and 3 on Schedule IV attached hereto, in form and substance satisfactory to the Administrative Agents and issued by the Title Company, insuring the perfection, enforceability and priority of the Liens on each applicable Amended Mortgage Property created under the applicable Mortgage Amendments in amounts as are satisfactory to the Administrative Agents, subject only to such exceptions as are reasonably satisfactory to the Administrative Agents, containing such endorsements as have been previously delivered pursuant to the Existing Title Policies or such endorsements as shall be otherwise satisfactory to the Administrative Agents;
(d) nothing further certificates," or such other equivalent document issued by the Title Company with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 4 and 5 on Schedule IV attached hereto, in each case in form and substance satisfactory to the Administrative Agents and issued by the Title Company, showing the priority of the Liens of each applicable Amended Mortgage Property created under the applicable Mortgage Amendments and showing no Liens (other than Liens permitted hereunder) of record with respect to each applicable Amended Mortgaged Property since the date of the applicable Existing Title Policy;
(e) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company all expenses and premiums of the Title Company in connection with the issuance of such policies and in addition shall have paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company an amount equal to the recording and stamp taxes payable in connection with recording the Mortgage Amendments in the appropriate county land officesabove; and
(fv) evidence satisfactory such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the Administrative Agents that title policy contemplated in this Section 14 and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the U.S. Borrower has paid or made arrangements satisfactory issuance of the endorsement to the Administrative Agents to pay all other costs, fees and expenses (including, without limitation, mortgage recording, intangibles or documentary stamp or similar taxes, reasonable legal fees and expenses) payable to the Administrative Agents with respect to the Mortgage Amendmentstitle policy contemplated in this Section 14.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement (Western Digital Corp)
Mortgage Amendments. As soon as practicable and in no event later than 30 Within 90 days after the Amendment Effective DateDate (which time period may be extended in the sole discretion of the Administrative Agent), the U.S. Borrower shall, and shall deliver cause each relevant Subsidiary to, as the case may be, furnish to the Administrative Agents and Agent:
(i) Evidence that mortgage amendments (the Administrative Agents shall "MORTGAGE AMENDMENTS") with respect to the mortgages covering the Previously Mortgaged Properties (each such mortgage, an "EXISTING MORTGAGE") have received from the U.S. Borrowerbeen duly executed, a Mortgage Amendment for each of the Original Mortgages, duly executed acknowledged and delivered by a duly authorized officer of each party thereto on or before such date and are in form suitable for filing and recording in all filing or recording offices that the U.S. Borrower, together with:Administrative Agent may reasonably deem necessary;
(aii) legal opinions of local counsel Title searches by a title insurer reasonably satisfactory acceptable to the Administrative Agents Agent with respect to the property encumbered by the Existing Mortgages showing (x) no Liens of each record other than those created by or permitted under the terms of the applicable Existing Mortgage Amendments and (y) that title to the Original Mortgages identified as items 1 through 5 on Schedule IV hereto, which legal opinions shall be applicable property remains vested in form and substance reasonably satisfactory to the Administrative Agentsappropriate Loan Party;
(biii) evidence satisfactory to the Administrative Agents that such action (including, without limitation, the filing of appropriately completed Uniform Commercial Code financing statements and the recording of the Mortgage Amendments) as may be necessary or as the Administrative Agents shall have reasonably requested to perfect the Liens created pursuant to the Mortgage Amendments, and to continue the perfection of the Liens created pursuant to the Original Mortgages, shall have been taken, or that arrangements therefor satisfactory to the Administrative Agents shall have been made;
(c) updated policies of title insurance (or endorsements issued in connection with the Existing Title Policies) Flood hazard determinations with respect to each of the Mortgage Amendments Previously Mortgaged Properties to the Original Mortgages determine whether any portion of each Previously Mortgaged Property is located in an area identified as items 1, 2 and 3 on Schedule IV attached hereto, in form and substance satisfactory to the Administrative Agents and issued by the Title Company, insuring the perfection, enforceability and priority of the Liens on each applicable Amended Mortgage Property created under the applicable Mortgage Amendments in amounts Federal Emergency Management Agency as are satisfactory to the Administrative Agents, subject only to such exceptions as are reasonably satisfactory to the Administrative Agents, containing such endorsements as have been previously delivered pursuant to the Existing Title Policies or such endorsements as shall be otherwise satisfactory to the Administrative Agentsan area having special flood hazards;
(div) nothing further certificates," or such other equivalent document issued Such advice, as may be reasonably required by the Title Company with respect to each of the Administrative Agent, from local counsel in any jurisdiction that may assess documentary stamp, mortgage, intangible or other similar taxes on any Mortgage Amendments to the Original Mortgages identified as items 4 and 5 on Schedule IV attached heretoAmendment, in each case in form and substance satisfactory to the Administrative Agents and issued which local counsel shall be retained by the Title Company, showing the priority of the Liens of each applicable Amended Mortgage Property created under the applicable Mortgage Amendments and showing no Liens (other than Liens permitted hereunder) of record with respect to each applicable Amended Mortgaged Property since the date of the applicable Existing Title PolicyBorrower;
(ev) evidence satisfactory to Such other consents, agreements and confirmations of lessors and third parties as the Administrative Agents Agent may reasonably deem necessary to effectuate the Mortgage Amendments; and
(vi) Evidence that the U.S. Borrower has all fees, costs and expenses have been paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company all expenses and premiums of the Title Company in connection with the issuance preparation, execution, filing and recordation of such policies and in addition shall have paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company an amount equal to the recording and stamp taxes payable in connection with recording the Mortgage Amendments in the appropriate county land offices; and
(f) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay all other costsAmendments, fees and expenses (including, without limitation, mortgage recordingreasonable attorneys' fees, intangibles filing and recording fees, title insurance company coordination fees, documentary stamp, mortgage, intangible or documentary stamp or other similar taxes, reasonable legal fees taxes and expenses) payable to title search charges and other charges incurred in connection with the Administrative Agents with respect to recordation of the Mortgage AmendmentsAmendments and the other matters described in this Section 5.01(t) and as otherwise required to be paid in connection therewith under Section 8.04 hereof.
Appears in 1 contract
Samples: Credit Agreement (Building Materials Corp of America)
Mortgage Amendments. As soon as practicable and in no event later than 30 days after the Amendment Effective Date, the U.S. Borrower shall deliver to the Administrative Agents and the Administrative Agents shall have received from the U.S. Borrower, a Mortgage Amendment for each of the Original Mortgages, duly executed and delivered by the U.S. Borrower, together with:
(a) legal opinions of local counsel reasonably satisfactory to the Administrative Agents with respect of each of the Mortgage Amendments to the Original Mortgages identified as items 1 through 5 on Schedule IV hereto, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative Agents;
(b) evidence satisfactory to the Administrative Agents that such action (including, without limitation, the filing of appropriately completed Uniform Commercial Code financing statements and the recording of the Mortgage Amendments) as may be necessary or as the Administrative Agents shall have reasonably requested to perfect the Liens created pursuant to the Mortgage Amendments, and to continue the perfection of the Liens created pursuant to the Original Mortgages, shall have been taken, or that arrangements therefor satisfactory to the Administrative Agents shall have been made;
(c) updated policies of title insurance (or endorsements issued in connection with the Existing Title Policies) with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 1, 2 and 3 on Schedule IV attached hereto, in form and substance satisfactory to the Administrative Agents and issued by the Title Company, insuring the perfection, enforceability and priority of the Liens on each applicable Amended Mortgage Property created under the applicable Mortgage Amendments in amounts as are satisfactory to the Administrative Agents, subject only to such exceptions as are reasonably satisfactory to the Administrative Agents, containing such endorsements as have been previously delivered pursuant to the Existing Title Policies or such endorsements as shall be otherwise satisfactory to the Administrative Agents;
(d) nothing further certificates," or such other equivalent document issued by the Title Company with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 4 and 5 on Schedule IV attached hereto, in each case in form and substance satisfactory to the Administrative Agents and issued by the Title Company, showing the priority of the Liens of each applicable Amended Mortgage Property created under the applicable Mortgage Amendments and showing no Liens (other than Liens permitted hereunder) of record with respect to each applicable Amended Mortgaged Property since the date of the applicable Existing Title Policy;
(e) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company all expenses and premiums of the Title Company in connection with the issuance of such policies and in addition shall have paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company an amount equal to the recording and stamp taxes payable in connection with recording the Mortgage Amendments in the appropriate county land offices; and
(f) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay all other costs, fees and expenses (including, without limitation, mortgage recording, intangibles or documentary stamp or similar taxes, reasonable legal fees and expenses) payable to the Administrative Agents with respect to the Mortgage Amendments.
Appears in 1 contract
Mortgage Amendments. As soon as practicable and in no event later than 30 days after the Amendment Effective Date, the U.S. The Borrower shall deliver to the Administrative Agents and the Administrative Agents shall have received from the U.S. Borrowerduly authorized, a Mortgage Amendment for each of the Original Mortgages, duly executed and delivered by amendments in appropriate form for recording, with respect to the U.S. BorrowerMortgages encumbering the properties located in Omaha, Nebraska, Xxxxxx Lake, Iowa and Marshfield, Wisconsin, providing that each such Mortgage shall secure payment of all of the Loans, together with:
(a) legal opinions of local counsel reasonably satisfactory funds sufficient to the Administrative Agents pay any filing or recording tax or fee in connection with respect of each of the Mortgage Amendments to the Original Mortgages identified as items 1 through 5 on Schedule IV hereto, which legal opinions shall be in form any and substance reasonably satisfactory to the Administrative Agentsall UCC-1 financing statements and such amendments;
(b) evidence with respect to each Mortgaged Property, an ALTA Loan Policy 1970 (10-17-70) (or other form acceptable to the Collateral Agent and the Lenders) mortgagee policy of title insurance or a binder issued by a title insurance company satisfactory to the Administrative Agents that such action (including, without limitation, the filing of appropriately completed Uniform Commercial Code financing statements Collateral Agent and the recording Lenders insuring (or undertaking to infoUSA Amended and Restated Credit Agreement insure, in the case of a binder) that the Mortgage, as amended, creates and constitutes a valid first Lien against the Mortgaged Property in favor of the Mortgage Amendments) as may be necessary or Collateral Agent, subject only to exceptions acceptable to the Collateral Agent and the Lenders, with such endorsements and affirmative insurance as the Administrative Agents shall have Collateral Agent or any Lender may reasonably requested to perfect the Liens created pursuant to the Mortgage Amendments, and to continue the perfection of the Liens created pursuant to the Original Mortgages, shall have been taken, or that arrangements therefor satisfactory to the Administrative Agents shall have been maderequest;
(c) updated evidence that the Collateral Agent has been named as lender loss payee under all policies of title insurance (or endorsements issued in connection with the Existing Title Policies) with respect to each casualty insurance, and as additional insured under all policies of the Mortgage Amendments to the Original Mortgages identified as items 1liability insurance, 2 and 3 on Schedule IV attached hereto, in form and substance satisfactory to the Administrative Agents and issued required by the Title Company, insuring the perfection, enforceability and priority of the Liens on each applicable Amended Mortgage Property created under the applicable Mortgage Amendments in amounts as are satisfactory to the Administrative Agents, subject only to such exceptions as are reasonably satisfactory to the Administrative Agents, containing such endorsements as have been previously delivered pursuant to the Existing Title Policies or such endorsements as shall be otherwise satisfactory to the Administrative AgentsMortgages;
(d) nothing further certificates," or such other equivalent document issued evidence that the Mortgaged Properties are covered by the Title Company with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 4 flood insurance and 5 earthquake insurance on Schedule IV attached hereto, in each case in form and substance terms satisfactory to the Administrative Agents Collateral Agent and issued by the Title Company, showing the priority of the Liens of each applicable Amended Mortgage Property created under the applicable Mortgage Amendments and showing no Liens (other than Liens permitted hereunder) of record with respect to each applicable Amended Mortgaged Property since the date of the applicable Existing Title PolicyLenders;
(e) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid proof of payment of all title insurance premiums, documentary stamp or made arrangements satisfactory to the Administrative Agents to pay to the Title Company all expenses intangible taxes, recording fees and premiums of the Title Company in connection with the issuance of such policies and in addition shall have paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company an amount equal to the recording and stamp mortgage taxes payable in connection with the recording of the Mortgage Amendments amendments to the Mortgages or the issuance of the title insurance policies (whether due on the Second Closing Date or in the appropriate county land officesfuture) including sums due in connection with any future advances;
(f) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Collateral Agent shall be granted a Lien for the benefit of the Lenders, as requested by the Collateral Agent or any Lender; and
(fg) evidence satisfactory that all other actions necessary or, in the opinion of the Collateral Agent or the Lenders, desirable to perfect and protect the first priority Lien created by the Mortgages, and to enhance the Collateral Agent's ability to preserve and protect its interests in and access to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay all other costsCollateral, fees and expenses (including, without limitation, mortgage recording, intangibles or documentary stamp or similar taxes, reasonable legal fees and expenses) payable to the Administrative Agents with respect to the Mortgage Amendments.have been taken;
Appears in 1 contract
Samples: Credit Agreement (Infousa Inc)
Mortgage Amendments. As soon (A) Fully executed counterparts of an amendment to each Canadian mortgage, debenture, deed of trust or deed to secure debt by the Pledgor delivered to the Collateral Agent for the benefit of the Notes Secured Parties (as practicable defined in the Canadian Existing Mortgage (as defined below)) and evidencing the Liens on each Mortgaged Property located in no event later than 30 days after the Amendment Effective DateCanada (each, a “Canadian Existing Mortgage” and collectively, the U.S. Borrower “Canadian Existing Mortgages”), in each case, with such schedules and including such provisions as shall deliver be necessary to conform such documents to applicable local law or as shall be customary under applicable local law (the “Mortgage Amendments,” the Canadian Existing Mortgages, as amended by the Mortgage Amendments, the “Amended Mortgages”) which Amended Mortgages shall cover each Mortgaged Property, as applicable, and (B) evidence that counterparts of each Mortgage Amendment have been delivered to the Administrative Agents Title Company for recording in all places to the extent necessary to effectively create a valid and enforceable Second Priority Lien on the Administrative Agents shall have received from the U.S. Borrower, a Mortgage Amendment for each Mortgaged Property encumbered thereby in favor of the Original Mortgages, duly executed and delivered by Collateral Agent for the U.S. Borrower, together with:
(a) legal opinions of local counsel reasonably satisfactory to the Administrative Agents with respect of each benefit of the Notes Secured Parties, such Mortgage Amendments and recordings to the Original Mortgages identified as items 1 through 5 on Schedule IV hereto, which legal opinions shall be in form and substance reasonably satisfactory acceptable to the Administrative Agents;
Collateral Agent; provided, however, with respect to the Canadian Existing Mortgage, no Mortgage Amendment shall be required if the Pledgor causes Canadian counsel to deliver to the Collateral Agent an opinion stating that the (a) recording of the Canadian Existing Mortgage with respect to the Mortgaged Property encumbered thereby is the only filing or recording necessary to give constructive notice to third parties of the Lien created by the Canadian Existing Mortgage as security for the Indebtedness (as defined in the Canadian Existing Mortgage), including the Obligations evidenced by the Indenture, the Add-On Notes, the related Note Guarantees and the other documents in connection therewith, for the benefit of the Notes Secured Parties and (b) evidence satisfactory no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions are necessary under applicable law in order to maintain the Administrative Agents that such action (including, without limitation, the filing of appropriately completed Uniform Commercial Code financing statements and the recording of the Mortgage Amendments) as may be necessary continued validity or as the Administrative Agents shall have reasonably requested to perfect the Liens created pursuant to the Mortgage Amendments, and to continue the perfection priority of the Liens created pursuant to by the Original MortgagesCanadian Existing Mortgage as security for the Indebtedness (as defined in the Canadian Existing Mortgage), shall have been takenincluding the Obligations evidenced by the Indenture, or that arrangements therefor satisfactory to the Administrative Agents shall have been made;
(c) updated policies of title insurance (or endorsements issued Add-On Notes, the related Note Guarantees and the other documents executed in connection with therewith, for the Existing Title Policies) with respect to each benefit of the Mortgage Amendments to the Original Mortgages identified as items 1Notes Secured Parties, 2 and 3 on Schedule IV attached hereto, all in form and substance satisfactory reasonably acceptable to the Administrative Agents and issued by the Title Company, insuring the perfection, enforceability and priority of the Liens on each applicable Amended Mortgage Property created under the applicable Mortgage Amendments in amounts as are satisfactory to the Administrative Agents, subject only to such exceptions as are reasonably satisfactory to the Administrative Agents, containing such endorsements as have been previously delivered pursuant to the Existing Title Policies or such endorsements as shall be otherwise satisfactory to the Administrative Agents;
(d) nothing further certificates," or such other equivalent document issued by the Title Company with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 4 and 5 on Schedule IV attached hereto, in each case in form and substance satisfactory to the Administrative Agents and issued by the Title Company, showing the priority of the Liens of each applicable Amended Mortgage Property created under the applicable Mortgage Amendments and showing no Liens (other than Liens permitted hereunder) of record with respect to each applicable Amended Mortgaged Property since the date of the applicable Existing Title Policy;
(e) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company all expenses and premiums of the Title Company in connection with the issuance of such policies and in addition shall have paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company an amount equal to the recording and stamp taxes payable in connection with recording the Mortgage Amendments in the appropriate county land offices; and
(f) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay all other costs, fees and expenses (including, without limitation, mortgage recording, intangibles or documentary stamp or similar taxes, reasonable legal fees and expenses) payable to the Administrative Agents with respect to the Mortgage AmendmentsCollateral Agent.
Appears in 1 contract
Samples: Canadian Second Lien Security Agreement (Norcraft Holdings, L.P.)
Mortgage Amendments. As soon as practicable and in no event later than 30 Within 120 days after the Amendment Effective DateDate (as such time frame may be extended by the Administrative Agent in its sole discretion), the U.S. Borrower shall deliver to the Administrative Agents and the Administrative Agents Agent shall have received from the U.S. Borrower, a Mortgage Amendment for each of the Original Mortgages, duly executed and delivered by the U.S. Borrower, together withreceived:
(a) legal opinions of with respect to each Remaining Mortgage, if local counsel in the applicable jurisdiction reasonably satisfactory recommends to, or reasonably advises the Borrower or the Administrative Agent to, record an amendment to such Remaining Mortgage in order to continue to secure the obligations under the Amended Credit Agreement or to reflect the changes under the Amended Credit Agreement or to maintain the perfection and priority of the security interests and liens granted under the applicable Remaining Mortgage to secure the obligations under the Amended Credit Agreement, or if any Remaining Mortgage has a maturity date prior to the Administrative Agents with respect Latest Maturity Date after giving effect to this Amendment, a fully executed counterpart of an amendment to each of the such Remaining Mortgage Amendments to the Original Mortgages identified as items 1 through 5 on Schedule IV hereto, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative AgentsAgent and the Borrower (each a “Mortgage Amendment”), together with evidence that counterparts of each Mortgage Amendment have been delivered to the Title Company or other service company for recording in all places where such Mortgage Amendments should be recorded;
(b) evidence satisfactory with respect to each Remaining Mortgage in respect of which a Mortgage Amendment is executed and delivered to the Administrative Agents that such action Agent pursuant to clause (includinga) above, without limitationif reasonably requested by the Administrative Agent, a title search showing no Liens other than Liens permitted by the filing Amended Credit Agreement and otherwise in form and substance reasonably acceptable to Administrative Agent; and
(c) evidence reasonably acceptable to the Administrative Agent of appropriately completed Uniform Commercial Code financing statements payment by the Borrower of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendments) as may be necessary or as Amendments and fees and expenses of counsel referred to above. The Administrative Agent and the Lenders party hereto hereby agree that, if reasonably requested by the Administrative Agents shall have reasonably requested to perfect the Liens created pursuant to the Mortgage AmendmentsAgent, and to continue the perfection of the Liens created pursuant to the Original Mortgages, shall have been taken, or that arrangements therefor satisfactory to the Administrative Agents shall have been made;
(c) updated policies of a title insurance (or endorsements issued in connection with the Existing Title Policies) search with respect to each Remaining Mortgage in respect of the which a Mortgage Amendments Amendment is executed and delivered to the Original Mortgages identified as items 1, 2 Administrative Agent showing no Liens other than Liens permitted by the Amended Credit Agreement and 3 on Schedule IV attached hereto, otherwise in form and substance satisfactory reasonably acceptable to Administrative Agent shall be delivered in lieu of the documents described in Section V(b) of the Sixth Amendment, dated as of November 28, 2017, to the Administrative Agents and issued by the Title Company, insuring the perfection, enforceability and priority of the Liens on each applicable Amended Mortgage Property created under the applicable Mortgage Amendments in amounts as are satisfactory to the Administrative Agents, subject only to such exceptions as are reasonably satisfactory to the Administrative Agents, containing such endorsements as have been previously delivered pursuant to the Existing Title Policies or such endorsements as shall be otherwise satisfactory to the Administrative Agents;
(d) nothing further certificates," or such other equivalent document issued by the Title Company with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 4 and 5 on Schedule IV attached hereto, in each case in form and substance satisfactory to the Administrative Agents and issued by the Title Company, showing the priority of the Liens of each applicable Amended Mortgage Property created under the applicable Mortgage Amendments and showing no Liens (other than Liens permitted hereunder) of record with respect to each applicable Amended Mortgaged Property since the date of the applicable Existing Title Policy;
(e) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company all expenses and premiums of the Title Company in connection with the issuance of such policies and in addition shall have paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company an amount equal to the recording and stamp taxes payable in connection with recording the Mortgage Amendments in the appropriate county land offices; and
(f) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay all other costs, fees and expenses (including, without limitation, mortgage recording, intangibles or documentary stamp or similar taxes, reasonable legal fees and expenses) payable to the Administrative Agents with respect to the Mortgage AmendmentsCredit Agreement.
Appears in 1 contract
Mortgage Amendments. As soon The Parent Borrower will, as practicable promptly as reasonably practicable, and in no any event later than 30 within 150 days after the SecondThird Amendment Effective Date (or such later date as may be agreed by the Administrative Agent in its sole discretion), cause each Loan Parties to deliver the following with respect to the Mortgages existing as of the SecondThird Amendment Effective Date, the U.S. Borrower shall deliver in each case in form and substance reasonably acceptable to the Administrative Agents and the Administrative Agents shall have received from the U.S. Borrower, a Mortgage Amendment for each of the Original Mortgages, duly executed and delivered by the U.S. Borrower, together withAgent:
(a) legal opinions of an amendment to each Mortgage (each, a “Mortgage Amendment”) to reflect the matters set forth herein, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; provided that such Mortgage Amendment shall not be required if the Administrative Agent shall have received, within such 150 day period, written confirmation from local counsel reasonably (in form satisfactory to the Administrative Agents Agent) that such Mortgage continues to be in full force and effect as enforceable Liens securing the Finance Obligations of the applicable Loan Party, as amended, and having priority as of the date of recordation of the original mortgage, without the necessity of any Mortgage Amendment;
(b) a favorable opinion addressed to the Administrative Agent and the Secured Parties covering, among other things, the enforceability of the applicable Mortgage as amended by the Mortgage Amendment (such opinion may, without limitation, take assumptions for any matters addressed in the local counsel opinion originally delivered in connection with such Mortgage), or if any Mortgage Amendment is not required pursuant to Section 6.19(a) above, written confirmation from local counsel as described in Section 6.19(a);
(c) with respect of each of the to any Mortgage Amendments Amendment required hereunder, a date-down endorsement to the Original Mortgages identified as items 1 through 5 on Schedule IV heretoexisting title policy, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative AgentsAgent and reasonably assure the Administrative Agent as of the date of such endorsement that the real property subject to the Lien of such Mortgage is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage;
(bd) with respect to any Mortgage Amendment required hereunder, evidence satisfactory to the Administrative Agents that such action (includingof payment of all search charges, without limitationmortgage recording taxes, the filing of appropriately completed Uniform Commercial Code financing statements fees, charges, costs and expenses required for the recording of the Mortgage Amendments) as may be necessary or as the Administrative Agents shall have reasonably requested Amendment referred to perfect the Liens created pursuant to the Mortgage Amendments, and to continue the perfection of the Liens created pursuant to the Original Mortgages, shall have been taken, or that arrangements therefor satisfactory to the Administrative Agents shall have been made;above; and
(c) updated policies of title insurance (or endorsements issued in connection with the Existing Title Policiese) with respect to each any Mortgage Amendment required hereunder, such affidavits, certificates, information and instruments of the Mortgage Amendments to the Original Mortgages identified as items 1, 2 and 3 on Schedule IV attached hereto, in form and substance satisfactory to the Administrative Agents and issued by the Title Company, insuring the perfection, enforceability and priority of the Liens on each applicable Amended Mortgage Property created under the applicable Mortgage Amendments in amounts as are satisfactory to the Administrative Agents, subject only to such exceptions as are reasonably satisfactory to the Administrative Agents, containing such endorsements as have been previously delivered pursuant to the Existing Title Policies or such endorsements indemnification as shall be otherwise satisfactory required to induce the title insurance company to issue the endorsement to the Administrative Agents;
(d) nothing further certificates," or such other equivalent document issued by the Title Company with respect to each title policy contemplated in this Section 6.19 and evidence of the Mortgage Amendments to the Original Mortgages identified as items 4 and 5 on Schedule IV attached hereto, in each case in form and substance satisfactory to the Administrative Agents and issued by the Title Company, showing the priority payment of the Liens of each all applicable Amended Mortgage Property created under the applicable Mortgage Amendments and showing no Liens (other than Liens permitted hereunder) of record with respect to each applicable Amended Mortgaged Property since the date of the applicable Existing Title Policy;
(e) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company all expenses and title insurance premiums of the Title Company in connection with required for the issuance of such policies and in addition shall have paid or made arrangements satisfactory the endorsement to the Administrative Agents to pay to the Title Company an amount equal to the recording and stamp taxes payable title policy contemplated in connection with recording the Mortgage Amendments in the appropriate county land offices; and
(f) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay all other costs, fees and expenses (including, without limitation, mortgage recording, intangibles or documentary stamp or similar taxes, reasonable legal fees and expenses) payable to the Administrative Agents with respect to the Mortgage Amendmentsthis Section 6.19.
Appears in 1 contract
Samples: Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.)
Mortgage Amendments. As soon as practicable The Administrative Agent (or Special Counsel) shall have received (i) from any Credit Party party to any Existing Mortgage, a counterpart of a Mortgage Amendment signed on behalf of such Credit Party and amending such Mortgage and (ii) commitments for title insurance policies or endorsements to existing title insurance policies in no event later than 30 days after the Amendment Effective Date, the U.S. Borrower shall deliver a form acceptable to the Administrative Agents and the Administrative Agents shall have received from the U.S. Borrower, a Mortgage Amendment for each of the Original Mortgages, duly executed and delivered by the U.S. Borrower, together with:
(a) legal opinions of local counsel reasonably satisfactory to the Administrative Agents with respect of each of the Mortgage Amendments to the Original Mortgages identified as items 1 through 5 on Schedule IV hereto, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative Agents;
(b) evidence satisfactory to the Administrative Agents that such action (including, without limitation, the filing of appropriately completed Uniform Commercial Code financing statements and the recording of the Mortgage Amendments) as may be necessary or as the Administrative Agents shall have reasonably requested to perfect the Liens created pursuant to the Mortgage Amendments, and to continue the perfection of the Liens created pursuant to the Original Mortgages, shall have been taken, or that arrangements therefor satisfactory to the Administrative Agents shall have been made;
(c) updated policies of title insurance (or endorsements issued in connection with the Existing Title Policies) with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 1, 2 and 3 on Schedule IV attached hereto, in form and substance satisfactory to the Administrative Agents and issued by the Title Company, Agent insuring the perfection, enforceability validity and priority of the Liens on each applicable Amended Mortgage Property created under each of the applicable Existing Mortgages (as amended by the Mortgage Amendments Amendments) for and in amounts as are satisfactory to the Administrative AgentsAgent, subject only to such exceptions as are reasonably satisfactory to the Administrative Agents, Agent and containing such affirmative coverage and endorsements as have been previously delivered pursuant the Lenders may require and, to the Existing Title Policies or such endorsements as shall be otherwise satisfactory to extent necessary under applicable law, for filing in the Administrative Agents;
(d) nothing further certificates," or such other equivalent document issued by the Title Company with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 4 appropriate county and 5 on Schedule IV attached heretooffices, Uniform Commercial Code financing statements covering fixtures, in each case appropriately completed and duly Credit Agreement executed. In addition, the applicable Credit Parties shall have (x) caused to be delivered to the applicable title companies such affidavits and other documents required by such title companies, including, if required by the respective title companies in order to provide title insurance coverage acceptable to the Administrative Agent, a re-certification by a registered surveyor acceptable to the applicable title company of as-built surveys of each of the facilities covered by the Existing Mortgages, which surveys shall be in form and substance satisfactory content acceptable to the applicable title company and certified to the Administrative Agents Agent and issued by the Title Company, showing the priority of the Liens of each applicable Amended Mortgage Property created under the applicable Mortgage Amendments title insurance company, necessary to omit from the title insurance policies or endorsements thereto the standard survey exception and showing no Liens (other than Liens permitted hereundery) of record with respect caused to each applicable Amended Mortgaged Property since the date of be paid to the applicable Existing Title Policy;
(e) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company title insurance company all expenses and premiums of the Title Company in connection with the issuance of such policies the title insurance and in addition shall have paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company an amount equal to the recording and stamp taxes payable in connection with recording the each Mortgage Amendments Amendment in the appropriate county land offices; and
(f) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay all other costs, fees and expenses (including, without limitation, mortgage recording, intangibles or documentary stamp or similar taxes, reasonable legal fees and expenses) payable to the Administrative Agents with respect to the Mortgage Amendmentsoffice.
Appears in 1 contract
Samples: Credit Agreement (Nl Industries Inc)
Mortgage Amendments. As soon as practicable and in no event later than 30 Within ninety (90) days after the Amendment No. 4 Effective Date, the U.S. Borrower shall deliver to unless waived or extended by the Administrative Agents and Agent in its sole discretion, with respect to each Mortgaged Property, the Administrative Agents Agent shall have received from either the U.S. Borrower, a Mortgage Amendment for each of items listed in paragraph (a) or the Original Mortgages, duly executed and delivered by the U.S. Borrower, together withitems listed in paragraph (b) as follows:
(a) legal opinions of local counsel a favorable opinion or email confirmation, in form and substance reasonably satisfactory to the Administrative Agents Agent, from local counsel in the jurisdiction in which each Mortgaged Property is located substantially to the effect that:
(i) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Loan Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; and
(ii) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Loan Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; or
(b) with respect of to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent:
(i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law;
(ii) a favorable opinion, addressed to the Administrative Agent and the Secured Parties covering, among other things, the due authorization, execution, delivery and enforceability of the applicable Mortgage Amendments as amended by the Mortgage Amendment (such opinion may take assumptions for any matters addressed in the local counsel opinion originally delivered in connection with the Mortgage);
(iii) a date down endorsement to the Original Mortgages identified as items 1 through 5 on Schedule IV heretoexisting title policy, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative AgentsAgent and reasonably assure the Administrative Agent as of the date of such endorsement that the real property subject to the lien of such Mortgage is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage;
(biv) evidence satisfactory to of payment by the Administrative Agents that such action (includingBorrower of all search and examination charges escrow charges and related charges, without limitationmortgage recording taxes, the filing of appropriately completed Uniform Commercial Code financing statements fees, charges, costs and expenses required for the recording of the Mortgage Amendments) as may be necessary or as the Administrative Agents shall have reasonably requested Amendment referred to perfect the Liens created pursuant to the Mortgage Amendments, and to continue the perfection of the Liens created pursuant to the Original Mortgages, shall have been taken, or that arrangements therefor satisfactory to the Administrative Agents shall have been made;
(c) updated policies of title insurance (or endorsements issued in connection with the Existing Title Policies) with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 1, 2 and 3 on Schedule IV attached hereto, in form and substance satisfactory to the Administrative Agents and issued by the Title Company, insuring the perfection, enforceability and priority of the Liens on each applicable Amended Mortgage Property created under the applicable Mortgage Amendments in amounts as are satisfactory to the Administrative Agents, subject only to such exceptions as are reasonably satisfactory to the Administrative Agents, containing such endorsements as have been previously delivered pursuant to the Existing Title Policies or such endorsements as shall be otherwise satisfactory to the Administrative Agents;
(d) nothing further certificates," or such other equivalent document issued by the Title Company with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 4 and 5 on Schedule IV attached hereto, in each case in form and substance satisfactory to the Administrative Agents and issued by the Title Company, showing the priority of the Liens of each applicable Amended Mortgage Property created under the applicable Mortgage Amendments and showing no Liens (other than Liens permitted hereunder) of record with respect to each applicable Amended Mortgaged Property since the date of the applicable Existing Title Policy;
(e) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company all expenses and premiums of the Title Company in connection with the issuance of such policies and in addition shall have paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company an amount equal to the recording and stamp taxes payable in connection with recording the Mortgage Amendments in the appropriate county land officesabove; and
(fv) evidence satisfactory such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the Administrative Agents that title policy contemplated in this Section 14 and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the U.S. Borrower has paid or made arrangements satisfactory issuance of the endorsement to the Administrative Agents to pay all other costs, fees and expenses (including, without limitation, mortgage recording, intangibles or documentary stamp or similar taxes, reasonable legal fees and expenses) payable to the Administrative Agents with respect to the Mortgage Amendmentstitle policy contemplated in this Section 14.
Appears in 1 contract
Mortgage Amendments. As soon as practicable and in no event No later than 30 days after two (2) Business Days following the First Amendment Effective Date, the U.S. Borrower shall deliver to the Administrative Agents and the Administrative Agents Collateral Agent shall have received from the U.S. Borrowerdocuments and other instruments required to be delivered pursuant to Section 6(g) of this First Amendment. Reference is made to (a) the Credit Agreement dated as of June 17, 2010 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among XXXXXX S.À X.X., a Mortgage limited liability company (societe a responsabilite limitee) organized under the laws of Luxembourg (the “Borrower”), the Guarantors party thereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and DEUTSCHE BANK AG NEW YORK BRANCH, as L/C Issuer and Swing Line Lender and (b) First Amendment, dated as of February 2, 2011 (“First Amendment”), to the Credit Agreement attached as Exhibit A hereto. Capitalized terms used but not otherwise defined in this Guarantor Consent and Reaffirmation (this “Consent”) are used with the meanings attributed thereto in First Amendment. Each Guarantor hereby consents to the execution, delivery and performance of the First Amendment, including the refinancing of the Refinanced Term Loans and the making of the Replacement Term Loans and the Incremental Term Loans contemplated thereby, and agrees that each reference to the Credit Agreement in the Loan Documents shall, on and after the First Amendment Effective Date, be deemed to be a reference to the Credit Agreement as amended by First Amendment. Each Guarantor hereby acknowledges and agrees that, after giving effect to the First Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party, as such obligations and liabilities have been amended by the First Amendment, are, subject to such Guarantors limitations in accordance with Article XI (Guarantee) of the Credit Agreement, reaffirmed, and remain in full force and effect. After giving effect to the First Amendment, each Guarantor reaffirms each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties under each of the Original MortgagesLoan Documents to which it is a party, duly executed and delivered which Liens were always intended by the U.S. Borrowerparties to secure the Obligations as amended from time to time (including any increases thereof) and shall continue in full force and effect during the term of the Credit Agreement as amended by the First Amendment, together with:
and shall continue to secure the Obligations (a) legal opinions of local counsel reasonably satisfactory after giving effect to the Administrative Agents with respect First Amendment and including any increase of such Obligations), in each case, on and subject to the terms and conditions set forth in the Credit Agreement, as amended by the First Amendment, and the other Loan Documents. Notwithstanding anything to the contrary set out in this Consent, until such time as all required statutory whitewash processes under Section 76(10) of the Mortgage Amendments Companies Act, Chapter 50 of Singapore (the “Whitewash Procedures”) have been completed, each Singapore Subsidiary and each Hong Kong Subsidiary executing this Consent as a Guarantor hereby consents, acknowledges, agrees and reaffirms as to the Original Mortgages identified as items 1 through 5 on Schedule IV hereto, which legal opinions shall be aforesaid matters solely in form and substance reasonably satisfactory to the Administrative Agents;
(b) evidence satisfactory to the Administrative Agents that such action (including, without limitation, the filing of appropriately completed Uniform Commercial Code financing statements and the recording of the Mortgage Amendments) as may be necessary or as the Administrative Agents shall have reasonably requested to perfect the Liens created pursuant to the Mortgage Amendmentsrespect, and to continue the perfection extent only, of the Liens created pursuant replacement of the Refinanced Term Loans by the Replacement Term Loans strictly on the terms, and in accordance with the provisions, of the third full paragraph of Section 10.01 of the Credit Agreement and not also in respect of the making of the Incremental Term Loans, Incremental Upsize Amendment, the Incremental Term Loan Amount, Incremental Credit Extensions, Incremental Amendment, Incremental Term Loan Amendment or otherwise. Nothing in this Consent shall create or otherwise give rise to any right to consent on the part of the Guarantors to the Original Mortgages, shall have been taken, or that arrangements therefor satisfactory to extent not required by the Administrative Agents shall have been made;
(c) updated policies of title insurance (or endorsements issued in connection with the Existing Title Policies) with respect to each express terms of the Mortgage Amendments to Loan Documents. This Consent is a Loan Document and shall be governed by, and construed and interpreted in accordance with, the Original Mortgages identified as items 1, 2 and 3 on Schedule IV attached hereto, in form and substance satisfactory to the Administrative Agents and issued by the Title Company, insuring the perfection, enforceability and priority law of the Liens on each applicable Amended Mortgage Property created under the applicable Mortgage Amendments state of New York (without regard to conflict of laws principles). This Consent may be executed in amounts as are satisfactory to the Administrative Agentscounterparts, subject only to and all such exceptions as are reasonably satisfactory to the Administrative Agents, containing such endorsements as have been previously delivered pursuant to the Existing Title Policies or such endorsements as counterparts taken together shall be otherwise satisfactory deemed to constitute one and the Administrative Agents;
(d) nothing further certificates," or such other equivalent document issued by the Title Company with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 4 and 5 on Schedule IV attached hereto, in each case in form and substance satisfactory to the Administrative Agents and issued by the Title Company, showing the priority of the Liens of each applicable Amended Mortgage Property created under the applicable Mortgage Amendments and showing no Liens (other than Liens permitted hereunder) of record with respect to each applicable Amended Mortgaged Property since the date of the applicable Existing Title Policy;
(e) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company all expenses and premiums of the Title Company in connection with the issuance of such policies and in addition shall have paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company an amount equal to the recording and stamp taxes payable in connection with recording the Mortgage Amendments in the appropriate county land offices; and
(f) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay all other costs, fees and expenses (including, without limitation, mortgage recording, intangibles or documentary stamp or similar taxes, reasonable legal fees and expenses) payable to the Administrative Agents with respect to the Mortgage Amendmentssame instrument.
Appears in 1 contract
Samples: Credit Agreement (Styron Canada ULC)
Mortgage Amendments. As soon as practicable and in no event later than 30 days after the Amendment Effective Date, the U.S. Borrower shall deliver to the Administrative Agents and the Administrative Agents shall have received from the U.S. Borrower, a Mortgage Amendment for each of the Original Mortgages, duly executed and delivered by the U.S. Borrower, together with:
(a) legal opinions The Company and certain Grantors have entered into certain Mortgages (the “Existing Mortgages”) in favor of local counsel reasonably satisfactory the applicable Notes Collateral Agent for the ratable benefit of the Holders of the Existing Notes as security for payment of the Notes Obligations in respect of the Existing Notes. As promptly as practicable after the date hereof and in any event within 90 days of the date hereof, the Company and such Grantors shall provide the applicable Notes Collateral Agent with amendments or amendments and restatements of such Existing Mortgages (the “Mortgage Amendments”), together with evidence that counterparts of such Mortgage Amendments have been recorded or delivered to the Administrative Agents with respect appropriate title insurance company for recording as promptly as practicable after the date of each such delivery (such delivery to occur as promptly as practicable after the date hereof and in any event within 90 days of the Mortgage Amendments date hereof), and such other documents, agreements and instruments as may be contemplated or required by Sections 9.06, 12.03 or 12.05 of the Base Indenture (to the Original Mortgages identified as items 1 through 5 on Schedule IV heretoextent applicable), which legal opinions and shall be in form and substance reasonably satisfactory obtain title insurance endorsements (to the Administrative Agents;extent available) to the existing title insurance policies on such Existing Mortgages, to evidence the extension of the benefit of the first-priority security interests of the Holders of Existing Notes in such Existing Mortgages as of the date hereof to the applicable Notes Collateral Agent for the ratable benefit of the Holders of the April 2020 Additional Notes.
(b) evidence satisfactory to Notwithstanding the Administrative Agents that such action (including, without limitationforegoing, the filing amount of appropriately completed Uniform Commercial Code financing statements and debt secured by each Existing Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the recording sum of the Mortgage Amendments) Notes Obligations and outstanding Bank Indebtedness so as may be necessary or as the Administrative Agents shall have reasonably requested to perfect the Liens created pursuant to the Mortgage Amendments, and to continue the perfection of the Liens created pursuant to the Original Mortgages, shall have been taken, or that arrangements therefor satisfactory to the Administrative Agents shall have been made;
(c) updated policies of title insurance (or endorsements issued in connection with the Existing Title Policies) with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 1, 2 and 3 on Schedule IV attached hereto, in form and substance satisfactory to the Administrative Agents and issued by the Title Company, insuring the perfection, enforceability and priority of the Liens on each applicable Amended Mortgage Property created under the applicable Mortgage Amendments in amounts as are satisfactory to the Administrative Agents, subject only to such exceptions as are reasonably satisfactory to the Administrative Agents, containing such endorsements as have been previously delivered pursuant to the Existing Title Policies or such endorsements as shall be otherwise satisfactory to the Administrative Agents;
(d) nothing further certificates," or such other equivalent document issued by the Title Company with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 4 and 5 on Schedule IV attached hereto, in each case in form and substance satisfactory to the Administrative Agents and issued by the Title Company, showing the priority of the Liens of each applicable Amended Mortgage Property created under the applicable Mortgage Amendments and showing no Liens (other than Liens permitted hereunder) of record with respect to each applicable Amended Mortgaged Property since the date of the applicable Existing Title Policy;
(e) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company all expenses and premiums of the Title Company in connection with the issuance of such policies and in addition shall have paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company an amount equal to the recording and stamp taxes payable in connection with recording the Mortgage Amendments in the appropriate county land offices; and
(f) evidence satisfactory to the Administrative Agents that the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay all other costs, fees and expenses (including, without limitation, avoid multiple mortgage recording, intangibles or documentary stamp or similar taxes, reasonable legal fees and expenses) payable to the Administrative Agents with respect to the Mortgage Amendmentstax assessments.
Appears in 1 contract
Mortgage Amendments. As soon as practicable and in no event later than 30 days after the Amendment Effective DateThe following documents each of which shall be executed (and, the U.S. Borrower shall deliver where appropriate, acknowledged) by Persons satisfactory to the Administrative Agents Agent:
(i) Mortgage Amendments amending the Mortgages executed and delivered pursuant to the Administrative Agents shall have received from Existing Credit Agreement (the U.S. Borrower"Existing Mortgages"), a Mortgage Amendment for in each of the Original Mortgages, case duly executed and delivered by the U.S. Borrower, together with:owner thereof in recordable form (in such number of copies as the Administrative Agent shall have requested);
(aii) legal opinions if, and to the extent, requested by the Administrative Agent, one or more mortgagee policies of local counsel reasonably title insurance or endorsements to existing title insurance policies on forms of and issued by the applicable Title Companies, insuring the validity and first priority of the Liens created under the Existing Mortgages as amended by the Mortgage Amendments in form and in amounts satisfactory to the Administrative Agents with respect of each of the Mortgage Amendments Agent, subject only to the Original Mortgages identified as items 1 through 5 on Schedule IV hereto, which legal opinions shall be exceptions in form and substance reasonably satisfactory to the Administrative Agents;
(b) evidence satisfactory to the Administrative Agents that such action (including, without limitation, the filing of appropriately completed Uniform Commercial Code financing statements and the recording of the Mortgage Amendments) as may be necessary or as the Administrative Agents shall have reasonably requested to perfect the Liens created pursuant to the Mortgage Amendments, and to continue the perfection of the Liens created pursuant to the Original Mortgages, shall have been taken, or that arrangements therefor satisfactory to the Administrative Agents shall have been made;
(c) updated policies of existing title insurance (or endorsements issued in connection with the Existing Title Policies) with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 1, 2 policies and 3 on Schedule IV attached hereto, in form and substance satisfactory to the Administrative Agents and issued by the Title Company, insuring the perfection, enforceability and priority of the Liens on each applicable Amended Mortgage Property created under the applicable Mortgage Amendments in amounts such other exceptions as are satisfactory to the Administrative AgentsAgent and, subject only to such exceptions as are reasonably satisfactory to the Administrative Agentsextent necessary under applicable law, containing such endorsements as have been previously delivered pursuant to for filing in the Existing Title Policies or such endorsements as shall be otherwise satisfactory to the Administrative Agents;
(d) nothing further certificates," or such other equivalent document issued by the Title Company with respect to each of the Mortgage Amendments to the Original Mortgages identified as items 4 and 5 on Schedule IV attached heretoappropriate county land office(s), Uniform Commercial Code financing statements covering fixtures, in each case appropriately completed and duly executed; and
(iii) if, and to the extent, requested by the Title Companies to provide title insurance coverage acceptable to the Administrative Agent, a recertification by a registered surveyor acceptable to the Title Companies of as-built surveys of each of the facilities covered by the Existing Mortgages, showing such matters as may be required by any Lender, which surveys shall be in form and substance satisfactory content acceptable to the Administrative Agents and issued by Agent. In addition, the Title Company, showing the priority of the Liens of each applicable Amended Mortgage Property created under the applicable Mortgage Amendments and showing no Liens (other than Liens permitted hereunder) of record with respect to each applicable Amended Mortgaged Property since the date of the applicable Existing Title Policy;
(e) evidence satisfactory to the Administrative Agents that the U.S. Borrower has Borrowers shall have paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company Companies all expenses and premiums of the Title Company Companies in connection with the issuance of such policies or endorsements to existing title policies and in addition shall have paid or made arrangements satisfactory to the Administrative Agents to pay to the Title Company Companies an amount equal to the recording and stamp taxes payable in connection with recording the Mortgage Amendments in the appropriate county land offices; and
office(s). If the Administrative Agent does not require delivery of any item referred to in any of the preceding clauses (fii) evidence satisfactory or (iii) on the Restatement Effective Date, the Borrowers shall, if requested by the Administrative Agent on the Restatement Effective Date, deliver or cause to be delivered to the Administrative Agents that Agent such item as promptly as practicable after the U.S. Borrower has paid or made arrangements satisfactory to the Administrative Agents to pay all other costs, fees and expenses (including, without limitation, mortgage recording, intangibles or documentary stamp or similar taxes, reasonable legal fees and expenses) payable to the Administrative Agents with respect to the Mortgage AmendmentsRestatement Effective Date.
Appears in 1 contract
