Common use of Post-Closing Real Property Matters Clause in Contracts

Post-Closing Real Property Matters. To the extent not delivered on or prior to the Closing Date pursuant to Section 4.01(a)(iv), then not later than the date that is 30 days after the Closing Date (which date may be extended by an additional 30 days by the Administrative Agent in its discretion) the Borrower will deliver each of the following to the Administrative Agent with respect to each of the Mortgaged Properties listed on Schedule 4.01(a)(iv): (a) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties, excepting only Liens permitted under the Loan Documents, and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid (or the Borrower has made arrangements satisfactory to the Administrative Agent for payment thereof); (b) a Mortgagee Policy, with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens 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 Liens permitted under the Loan Documents; (c) evidence that all premiums in respect of the Mortgagee Policies have been paid; (d) evidence that no such Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided, and evidence of any such flood insurance; (e) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens (excepting only Liens permitted under the Loan Documents) on the property described in the Mortgages has been taken; and (f) to the extent applicable to any Mortgaged Property and the documents being delivered in connection therewith, a favorable opinion of (i) Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, local Ohio counsel to certain of the Loan Parties, and (ii) Xxxxxxx Xxxxxx Winter & Stennis, P.A., local Mississippi counsel to certain of the Loan Parties, in each case addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders and addressing such matters concerning the relevant Loan Parties, Loan Documents and Mortgaged Properties as the Required Lenders may reasonably request. Notwithstanding anything to the contrary contained in this Article VI, nothing in this Article VI shall prohibit the consummation of any one or more individual transactions entered into in connection with the Spinoff in accordance with and subject to compliance with each of the conditions set forth in the definition of “Spinoff”.

Post-Closing Real Property Matters. To the extent not delivered on or prior to the Closing Date pursuant to Section 4.01(a)(iv), then not later than the date that is 30 Within 60 days after the Closing Date Date: (which date may be extended a) Deliver to the Administrative Agent a Mortgage with respect to each Mortgaged Property, executed by a duly authorized officer of each party thereto. (b) If requested by the Administrative Agent, furnish (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage and is located in a special flood hazard area, (2) is written in an additional 30 days amount not less than the outstanding principal amount of the Indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not earlier than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board. (c) Furnish to the Administrative Agent in its discretionrespect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) the Borrower will deliver each of the following or marked up unconditional binder for such insurance. Each such policy shall (i) be in an amount satisfactory to the Administrative Agent with respect to each of the Mortgaged Properties listed on Schedule 4.01(a)(iv): Agent; (aii) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices be issued at ordinary rates; (iii) insure that the Administrative Agent may deem necessary or desirable in order to create Mortgage insured thereby creates a valid first and subsisting Lien on the property described therein in favor such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (iv) name the Administrative Agent for the benefit of the Secured Parties, excepting only Liens permitted under Lenders as the insured thereunder; (v) be in the form of ALTA Loan Documents, Policy - 1970 (Amended 10/17/70 and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid 10/17/84) (or equivalent policies); (vi) contain such endorsements and affirmative coverage as the Borrower has made arrangements Administrative Agent may reasonably request and (vii) be issued by title companies satisfactory to the Administrative Agent for payment thereof); (b) a Mortgagee Policyincluding any such title companies acting as co-insurers or reinsurers, with endorsements and in amounts acceptable to at the option of the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable ). The Administrative Agent shall have received evidence satisfactory to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens 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 Liens permitted under the Loan Documents; (c) evidence it that all premiums in respect of the Mortgagee Policies each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid;. (d) evidence that no such To the extent reasonably available, furnish to the Administrative Agent a copy of (i) all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (a) above and (ii) all other material documents affecting the Mortgaged Property is located in a special flood hazard area as designated by any federal Governmental Authority other than those for which flood insurance has been provided, and evidence of any such flood insurance;Properties. (e) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens (excepting only Liens permitted under the Loan Documents) on the property described in the Mortgages has been taken; and (f) to the extent applicable to any Mortgaged Property and the documents being delivered in connection therewith, a favorable opinion of (i) Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, local Ohio counsel to certain of the Loan Parties, and (ii) Xxxxxxx Xxxxxx Winter & Stennis, P.A., local Mississippi counsel to certain of the Loan Parties, in each case addressed Deliver to the Administrative Agent and each Lenderlegal opinions relating to the matters described above, which opinions shall be in form and substance substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Lenders and addressing such matters concerning the relevant Loan Parties, Loan Documents and Mortgaged Properties as the Required Lenders may reasonably request. Notwithstanding anything to the contrary contained in this Article VI, nothing in this Article VI shall prohibit the consummation of any one or more individual transactions entered into in connection with the Spinoff in accordance with and subject to compliance with each of the conditions set forth in the definition of “Spinoff”Agent.