Common use of Mortgage Amendments Clause in Contracts

Mortgage Amendments. The Administrative Agent shall have received within 120 days of the Amendment No. 2 Closing Date (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) the following: either: (A) email correspondence provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording required under the applicable law of the jurisdiction to give constructive notice to third parties of the Lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; and (ii) no other documents, instruments, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are required under the applicable law of the jurisdiction in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (B) if local counsel in the applicable jurisdiction advises that the email correspondence described in paragraph (A) above is not sufficient under the circumstances to confirm the continued enforceability, validity and priority of the Lien created by the Mortgage for the benefit of the Secured Parties, such other documentation with respect to the Mortgaged Property, in each case in form and substance reasonably satisfactory to the Administrative Agent, as shall confirm the continued enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if determined to be required under the applicable law of the jurisdiction by the Administrative Agent: (i) an amendment to the existing Mortgage (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party in form and substance reasonably satisfactory to the Administrative Agent, submitted to be duly recorded or filed in such manner and in such places as are required under the applicable law of the jurisdiction to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent, with all taxes, fees and other charges payable in connection therewith paid in full; (ii) a datedown endorsement to the existing Mortgage Policy insuring the applicable Mortgage as amended by the Mortgage Amendment to be a valid first and subsisting Lien on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents; (iii) with respect to each Mortgage Amendment, a local counsel opinion in form and substance substantially the same as the local counsel opinion initially delivered in respect of the applicable Mortgage.

Mortgage Amendments. The Administrative Agent shall have received within 120 days (i) With respect to each Mortgage encumbering Mortgaged Property described in clauses (a) and (b) of the Amendment No. 2 Closing Date definition thereof, an amendment thereof (or such longer period as may be agreed to by the Administrative Agent in its sole discretioneach a “Mortgage Amendment”) the following: either: (A) email correspondence provided to the Administrative Agent in form and substance reasonably satisfactory acceptable to the Administrative Agent, from local counsel duly executed and acknowledged by the applicable Credit Party, and in form for recording in the jurisdiction recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in which the Mortgaged Property is located substantially to the effect that: (i) connection with the recording of the existing Mortgage is the only or filing or recording required thereof under the applicable law of the jurisdiction to give constructive notice to third parties of the Lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; and (ii) no other documents, instruments, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are required under the applicable law of the jurisdiction in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (B) if local counsel in the applicable jurisdiction advises that the email correspondence described in paragraph (A) above is not sufficient under the circumstances to confirm the continued enforceability, validity and priority of the Lien created by the Mortgage for the benefit of the Secured Parties, such other documentation with respect to the Mortgaged Propertylaw, in each case in form and substance reasonably satisfactory to the Administrative Agent; (ii) with respect to each Mortgage Amendment, a copy of the existing Title Policy relating to the Mortgage encumbering such Mortgaged Property assuring the Administrative Agent that the Mortgage, as shall confirm amended by the continued enforceability, validity Mortgage Amendment is a valid and perfection of the enforceable first priority lien on such Mortgaged Property in favor of the Secured Parties, including, if determined to be required under Administrative Agent for the applicable law benefit of the jurisdiction Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by subsection 8.2 of the Original Credit Agreement or by the Administrative Agent: (i) an amendment to the existing Mortgage (each a “Mortgage Amendment”) duly executed , and acknowledged by the applicable Loan Party such Title Policy shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent, submitted to be duly recorded or filed in such manner and in such places as are required under the applicable law of the jurisdiction to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent, with all taxes, fees and other charges payable in connection therewith paid in full; (ii) a datedown endorsement to the existing Mortgage Policy insuring the applicable Mortgage as amended by the Mortgage Amendment to be a valid first and subsisting Lien on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents;; and (iii) with respect to each Mortgage Amendment, a opinions of local counsel opinion to the Credit Parties, which opinions (x) shall be addressed to each Agent and each of the Lenders, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance substantially reasonably satisfactory to the same as the local counsel opinion initially delivered in respect of the applicable MortgageAgents.

Mortgage Amendments. The Administrative Agent shall have received within 120 Within ninety (90) days of after the Amendment No. 2 Closing Date (3 Effective Date, unless waived or such longer period as may be agreed to extended by the Administrative Agent in its sole discretion, with respect to each Mortgaged Property, the Administrative Agent shall have received either the items listed in paragraph (a) or the following: eitheritems listed in paragraph (b) as follows: (Aa) a favorable opinion or email correspondence provided to the Administrative Agent confirmation, in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the each Mortgaged Property is located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording required under the applicable law of the jurisdiction necessary to give constructive notice to third parties of the Lien lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage)Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, 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, rerecordingsre-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are required necessary or appropriate under the applicable law of the jurisdiction in order to maintain the continued enforceability, validity or priority of the Lien lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, Loan Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (Bb) if local counsel in the applicable jurisdiction advises that the email correspondence described in paragraph (A) above is not sufficient under the circumstances to confirm the continued enforceability, validity and priority of the Lien created by the Mortgage for the benefit of the Secured Parties, such other documentation with respect to the Mortgaged Propertyexisting Mortgages, the following, in each case in form and substance reasonably satisfactory acceptable to the Administrative Agent, as shall confirm the continued enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if determined to be required under the applicable law of the jurisdiction by the Administrative Agent: (i) an amendment to the existing Mortgage (each a the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party 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 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 existing title policy, which shall be in form and substance reasonably satisfactory to the Administrative Agent, submitted to be duly recorded or filed in such manner Agent and in such places reasonably assure the Administrative Agent as are required under the applicable law of the jurisdiction to establish, perfect, preserve and protect date of such endorsement that the Liens in favor of the Administrative Agent, with all taxes, fees and other charges payable in connection therewith paid in full; (ii) a datedown endorsement real property subject to the existing lien of such Mortgage Policy insuring the applicable Mortgage as amended by the Mortgage Amendment to be a valid first and subsisting Lien on the property described therein, is free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other encumbrances except those Liens permitted under the Loan Documentssuch Mortgage; (iiiiv) with respect to each Mortgage Amendmentevidence of payment by the Borrower of all search and examination charges escrow charges and related charges, a local counsel opinion in form mortgage recording taxes, fees, charges, costs and substance substantially expenses required for the same as the local counsel opinion initially delivered in respect recording of the Mortgage Amendment referred to above; and (v) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the title policy contemplated in this Section 14 and evidence of payment of all applicable Mortgagetitle insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the title policy contemplated in this Section 14.

Mortgage Amendments. The Administrative Agent shall have received within 120 Within ninety (90) days of after the Amendment No. 2 Closing Date (7 Effective Date, unless waived or such longer period as may be agreed to extended by the Administrative Agent in its sole discretion, with respect to each Mortgaged Property, the Administrative Agent shall have received either the items listed in paragraph (a) or the following: eitheritems listed in paragraph (b) as follows: (Aa) a favorable opinion or email correspondence provided to the Administrative Agent confirmation, in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the each Mortgaged Property is located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording required under the applicable law of the jurisdiction necessary to give constructive notice to third parties of the Lien lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage)Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, 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, rerecordingsre-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are required necessary or appropriate under the applicable law of the jurisdiction in order to maintain the continued enforceability, validity or priority of the Lien lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, Loan Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (Bb) if local counsel in the applicable jurisdiction advises that the email correspondence described in paragraph (A) above is not sufficient under the circumstances to confirm the continued enforceability, validity and priority of the Lien created by the Mortgage for the benefit of the Secured Parties, such other documentation with respect to the Mortgaged Propertyexisting Mortgages, the following, in each case in form and substance reasonably satisfactory acceptable to the Administrative Agent, as shall confirm the continued enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if determined to be required under the applicable law of the jurisdiction by the Administrative Agent: (i) an amendment to the existing Mortgage (each a the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party 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 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 existing title policy, which shall be in form and substance reasonably satisfactory to the Administrative Agent, submitted to be duly recorded or filed in such manner Agent and in such places reasonably assure the Administrative Agent as are required under the applicable law of the jurisdiction to establish, perfect, preserve and protect date of such endorsement that the Liens in favor of the Administrative Agent, with all taxes, fees and other charges payable in connection therewith paid in full; (ii) a datedown endorsement real property subject to the existing lien of such Mortgage Policy insuring the applicable Mortgage as amended by the Mortgage Amendment to be a valid first and subsisting Lien on the property described therein, is free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other encumbrances except those Liens permitted under the Loan Documentssuch Mortgage; (iiiiv) with respect to each Mortgage Amendmentevidence of payment by the Borrower of all search and examination charges escrow charges and related charges, a local counsel opinion in form mortgage recording taxes, fees, charges, costs and substance substantially expenses required for the same as the local counsel opinion initially delivered in respect recording of the Mortgage Amendment referred to above; and (v) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the title policy contemplated in this Section 21 and evidence of payment of all applicable Mortgagetitle insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the title policy contemplated in this Section 21.

Mortgage Amendments. The Administrative Agent shall have received within 120 Within ninety (90) days of after the Amendment No. 2 Closing Date (6 Effective Date, unless waived or such longer period as may be agreed to extended by the Administrative Agent in its sole discretion, with respect to each Mortgaged Property, the Administrative Agent shall have received either the items listed in paragraph (a) or the following: eitheritems listed in paragraph (b) as follows: (Aa) a favorable opinion or email correspondence provided to the Administrative Agent confirmation, in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the each Mortgaged Property is located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording required under the applicable law of the jurisdiction necessary to give constructive notice to third parties of the Lien lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage)Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, 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, rerecordingsre-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are required necessary or appropriate under the applicable law of the jurisdiction in order to maintain the continued enforceability, validity or priority of the Lien lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, Loan Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (Bb) if local counsel in the applicable jurisdiction advises that the email correspondence described in paragraph (A) above is not sufficient under the circumstances to confirm the continued enforceability, validity and priority of the Lien created by the Mortgage for the benefit of the Secured Parties, such other documentation with respect to the Mortgaged Propertyexisting Mortgages, the following, in each case in form and substance reasonably satisfactory acceptable to the Administrative Agent, as shall confirm the continued enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if determined to be required under the applicable law of the jurisdiction by the Administrative Agent: (i) an amendment to the existing Mortgage (each a the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party 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 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 existing title policy, which shall be in form and substance reasonably satisfactory to the Administrative Agent, submitted to be duly recorded or filed in such manner Agent and in such places reasonably assure the Administrative Agent as are required under the applicable law of the jurisdiction to establish, perfect, preserve and protect date of such endorsement that the Liens in favor of the Administrative Agent, with all taxes, fees and other charges payable in connection therewith paid in full; (ii) a datedown endorsement real property subject to the existing lien of such Mortgage Policy insuring the applicable Mortgage as amended by the Mortgage Amendment to be a valid first and subsisting Lien on the property described therein, is free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other encumbrances except those Liens permitted under the Loan Documentssuch Mortgage; (iiiiv) with respect to each Mortgage Amendmentevidence of payment by the Borrower of all search and examination charges escrow charges and related charges, a local counsel opinion in form mortgage recording taxes, fees, charges, costs and substance substantially expenses required for the same as the local counsel opinion initially delivered in respect recording of the Mortgage Amendment referred to above; and (v) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the title policy contemplated in this Section 16 and evidence of payment of all applicable Mortgagetitle insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the title policy contemplated in this Section 16.

Mortgage Amendments. The Administrative Agent shall have received within 120 Within ninety (90) days of after the Amendment No. 2 Closing Date (5 Effective Date, unless waived or such longer period as may be agreed to extended by the Administrative Agent in its sole discretion, with respect to each Mortgaged Property, the Administrative Agent shall have received either the items listed in paragraph (a) or the following: eitheritems listed in paragraph (b) as follows: (Aa) a favorable opinion or email correspondence provided to the Administrative Agent confirmation, in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the each Mortgaged Property is located substantially to the effect that: (i) the recording of the existing Mortgage is the only filing or recording required under the applicable law of the jurisdiction necessary to give constructive notice to third parties of the Lien lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage)Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, 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, rerecordingsre-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are required necessary or appropriate under the applicable law of the jurisdiction in order to maintain the continued enforceability, validity or priority of the Lien lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, Loan Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (Bb) if local counsel in the applicable jurisdiction advises that the email correspondence described in paragraph (A) above is not sufficient under the circumstances to confirm the continued enforceability, validity and priority of the Lien created by the Mortgage for the benefit of the Secured Parties, such other documentation with respect to the Mortgaged Propertyexisting Mortgages, the following, in each case in form and substance reasonably satisfactory acceptable to the Administrative Agent, as shall confirm the continued enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if determined to be required under the applicable law of the jurisdiction by the Administrative Agent: (i) an amendment to the existing Mortgage (each a the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party 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 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 existing title policy, which shall be in form and substance reasonably satisfactory to the Administrative Agent, submitted to be duly recorded or filed in such manner Agent and in such places reasonably assure the Administrative Agent as are required under the applicable law of the jurisdiction to establish, perfect, preserve and protect date of such endorsement that the Liens in favor of the Administrative Agent, with all taxes, fees and other charges payable in connection therewith paid in full; (ii) a datedown endorsement real property subject to the existing lien of such Mortgage Policy insuring the applicable Mortgage as amended by the Mortgage Amendment to be a valid first and subsisting Lien on the property described therein, is free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other encumbrances except those Liens permitted under the Loan Documentssuch Mortgage; (iiiiv) with respect to each Mortgage Amendmentevidence of payment by the Borrower of all search and examination charges escrow charges and related charges, a local counsel opinion in form mortgage recording taxes, fees, charges, costs and substance substantially expenses required for the same as the local counsel opinion initially delivered in respect recording of the Mortgage Amendment referred to above; and (v) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the title policy contemplated in this Section 14 and evidence of payment of all applicable Mortgagetitle insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the title policy contemplated in this Section 14.