Post-Closing Requirements. Within ninety (90) days after the Incremental Term Loan Closing Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent, 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 real property encumbered by a Mortgage is located substantially to the effect that: (x) 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 Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (y) 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 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 Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or
Appears in 1 contract
Post-Closing Requirements. Within ninety (90a) days after The Borrowers shall, and shall cause each applicable Loan Party to, on or prior to September 30, 2013, deliver to the Incremental Term Loan Closing DateAdministrative Agent (and with respect to the Mortgages referenced in this §9.19, to record to the extent required) each of the following (unless waived or such period is extended by the Administrative Agent in its sole reasonable discretion, with respect to each real property encumbered by ):
(i) a Mortgage, Mortgage in favor of the Administrative Agent shall have receivedencumbering the fee, with respect to leasehold or other interest, as the existing Mortgages, the followingcase may be, in each case Mortgaged Property, duly executed and acknowledged by the Borrowers or applicable Loan Party that is the owner or holder of the fee, leasehold or other interest constituting each such Mortgaged Property, in form for recording in the appropriate recording office of the political subdivision where such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof and such financing statements and other similar statements as are contemplated in respect of each such Mortgage by the local counsel opinion referred to in subparagraph (v) below, and any other instruments necessary to grant the interests purported to be granted by each such Mortgage under the laws of any applicable jurisdiction, which Mortgages and financing statements and other instruments shall be effective to create a Lien on such Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties, subject to Permitted Liens; provided that Mortgages shall not be recorded in any states that the Administrative Agent and the Borrowers agree that there are limits on the ability to record, or that there is an unreasonable administrative burden in connection with, commercial revolving credit Mortgages;
(ii) certificates of insurance covering the Mortgaged Property, which certificates reflect the Administrative Agent for the benefit of the Secured Parties, as additional insured and loss payee, as applicable, and mortgagee, all in form and substance reasonably acceptable to the Administrative Agent, either:;
(aiii) email correspondence provided checks or wire transfers to the Administrative Agent title insurance company in form respect of amounts in payment of required mortgage recording taxes, recording costs and substance reasonably satisfactory to other fees and charges due in respect of or in connection with the Administrative Agentexecution, from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that:
(x) the delivery or recording of the existing Mortgage is Mortgages (other than in Recording Tax States unless required by the only filing or recording necessary to give constructive notice to third parties last sentence of the lien created this §9.19), financing statements and other instruments contemplated by such Mortgage as security for the Secured Obligations clause (a)(i) of this §9.19;
(iv) copies of all Leases (as defined in the Mortgage), including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant Mortgages) and memoranda of leases with respect to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage)each Mortgaged Property with respect to which a Borrower or any Loan Party holds a leasehold interest; and
(yv) no upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other documentsSecured Parties, instrumentsof counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to other matters as the Administrative Agent may reasonably request. Neither the Borrowers nor any Loan Party shall be required to obtain any title insurance or surveys with respect to any Mortgaged Properties identified on Schedule 7(a) of the Perfection Certificate, filingsCanadian Perfection Certificate or any Perfection Certificate Supplement as track assets. Each Lender agrees that neither the Administrative Agent, recordingsthe Co-Lead Arrangers, rerecordingsthe Borrowers (and their Subsidiaries) nor any of their officers, re-filings directors, agents, attorneys or other actions, including, without limitation, the payment of representatives shall have any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order liability to maintain the continued enforceability, validity or priority any Lender as a result of the Lien created foregoing. Notwithstanding the foregoing, no Mortgage will be granted by a Loan Party if third party consent would be required for such Mortgage as security nor will Mortgages be recorded in Recording Tax State unless the Total Leverage Ratio for the Secured Obligations, including last four fiscal quarters at the Secured Obligations evidenced by end of which financial statements under §9.4 were required to have been delivered rises above the Credit Agreement, as amended pursuant to this Incremental Amendmentthen applicable Total Leverage Ratio set forth in §11.1 minus 0.25, and the other documents executed Administrative Agent shall have provided notice of its intent to record such Mortgages at least five Business Days in connection therewithadvance of such recording, for the benefit at which time each Loan Party shall cause, within 60 days, such Mortgages to be recorded.
(b) The Borrowers shall, and shall cause each applicable Loan Party to deliver each of the Secured Parties; oritems listed on Schedule 9.19 within the time periods provided therein (unless such time period is extended by the Administrative Agent in its reasonable discretion).
Appears in 1 contract
Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)
Post-Closing Requirements. Within ninety (90) days after the Incremental Term Loan Closing Amendment No. 5 Effective Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, received the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either:
: (a) Written confirmation (which may be in the form of email correspondence 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 real property encumbered by a Mortgage is located substantially to the effect that:
: (xi) 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 Secured Obligations (as defined in the Mortgage)Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties Parties; and (as defined in the Mortgage); and
(yii) 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 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 Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; oror (b) such other documentation as shall confirm the enforceability, validity, perfection and priority of the lien of the Mortgage in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the 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 or opinions, addressed to the Agent and the Secured Parties covering, among other things, the enforceability, due authorization, execution and delivery of the applicable Mortgage, as amended by the Mortgage Amendment; (iii) a date down endorsement to the existing title policy (or other title product where a date down endorsement is not available in the applicable jurisdiction), which shall reasonably assure the Agent as of the date of such endorsement (or as of the date of such other title product) that the real property subject to the lien of such Mortgage, as amended by the Mortgage Amendment, is free and clear of all title defects and encumbrances except for Permitted Liens;
Appears in 1 contract
Samples: Incremental Facility Amendment to Credit Agreement (Clean Harbors Inc)
Post-Closing Requirements. Within ninety (90a) On or prior to the date that is 90 days after following the Incremental Term Loan Closing Date, unless waived or Date (as such period may be extended by the Administrative Agent in its sole discretion), with respect to each real property encumbered by a any lender’s title insurance policy insuring an Existing Mortgage, the Administrative Agent shall have received, a mortgage modification endorsement with respect to the existing Mortgagessuch mortgaged property, the following, in each case in form and substance executed by a title company reasonably acceptable satisfactory to the Administrative Agent, either:
(a) email correspondence provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, from local counsel insuring that the validity, enforceability and priority of the applicable Mortgage, and the effectiveness of such title policy, shall remain unchanged following recordation of the related modification contemplated by Section 4.01(a)(iii).
(b) On or prior to the date that is sixty (60) days following the Closing Date (as such period may be extended by the Administrative Agent in the jurisdiction in which the its sole discretion), with respect to any real property encumbered (other than any Excluded Real Property) owned by a Mortgage is located substantially each of Targa Pipeline and each of its Subsidiaries (other than the Excluded TPL Subsidiaries and those Subsidiaries of Targa Pipeline that are deemed to be Included Unrestricted Subsidiaries pursuant to the effect thatdefinition thereof), deliver to the Administrative Agent and the Collateral Agent:
(xi) deeds of trust, mortgages, leasehold deeds of trust and leasehold mortgages, duly executed by the recording appropriate Loan Party, together with:
(A) evidence that counterparts of the existing Mortgage is the only such Post-Closing 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 and Collateral Agent may deem necessary or desirable in order to give constructive notice to third parties create a valid first and subsisting Lien on the property described therein in favor 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 Incremental Amendment, and the other documents executed in connection therewith, Collateral Agent for the benefit of the Secured Parties (as defined in the Mortgage)and that all filing, documentary, stamp, intangible and recording taxes and fees have been or will be paid upon recording; and
(yB) no evidence that all other documents, instruments, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, action that the payment of any mortgage recording taxes or similar taxes, are Administrative Agent and Collateral Agent may deem necessary or appropriate under applicable law desirable in order to maintain create valid first and subsisting Liens on the continued enforceability, validity or priority of property described in such Post-Closing Mortgages has been taken;
(C) evidence that arrangements reasonably satisfactory to the Lien created by such Mortgage as security Administrative Agent have been made for the Secured Obligationsissuance of a fully paid title insurance policy in respect of such properties subject to such Post-Closing Mortgages as the Administrative Agent, including in consultation with the Secured Obligations evidenced Borrower, shall reasonably require as being subject to title insurance, in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent and Collateral Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Credit AgreementAdministrative Agent and Collateral Agent, as amended pursuant insuring such Mortgages in respect of such property to this Incremental Amendmentbe 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, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable;
(D) local counsel opinions regarding the due authorization, execution, delivery, and enforceability of such Post-Closing Mortgages and such other documents executed in connection therewithmatters concerning the Loan Parties, for the benefit of Post-Closing Mortgages and the Secured Parties; orLoan Documents as the Administrative Agent may reasonably request.
Appears in 1 contract
Samples: Second Amendment and Restatement Agreement (Targa Resources Partners LP)
Post-Closing Requirements. (a) Within ninety 120 days following the Closing Date (90) days after the Incremental Term Loan Closing Date, unless waived or extended such longer period as may be agreed to by the Administrative Agent in its sole discretion), with respect the Company shall, or shall cause the applicable Loan Party, to each real property encumbered by a Mortgage, deliver to the Administrative Agent shall have received, with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either:
(ai) email correspondence provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, Written or e-mail confirmation from local counsel in the jurisdiction in which the real property encumbered by a Mortgage Mortgaged Property is located substantially to the effect that:
: (xi) the recording of the existing Mortgage (and any related fixture filing) 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 Secured Obligations (as defined in the Mortgage)Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, Agreement and the other documents executed in connection therewithherewith, for the benefit of the Secured Parties Parties, and (as defined in the Mortgage); and
(yii) 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, taxes are necessary or appropriate under applicable law 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 Incremental Amendment, Agreement and the other documents executed in connection therewithherewith, for the benefit of the Secured Parties, unless any such mortgage recording taxes are payable in connection with the transactions contemplated by this Agreement, in which case such written confirmation shall so state; or, for any Mortgage recorded in a jurisdiction in which local counsel is unable to provide the foregoing written or email confirmation, with respect to such Mortgage, the deliverables listed in clause (b) below;
(ii) An amendment to the Mortgage on each Real Property listed on Schedule 7.11 hereto (“Mortgage Amendment”) in each case, as security for the Secured Obligations, subject only to Permitted Encumbrances. Such Mortgage Amendments shall be granted substantially in the form to be reasonably agreed to by the Borrower and Administrative Agent. Such Mortgage Amendments shall be submitted to be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, continue, preserve and protect the Liens in favor of the Administrative Agent, and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require to confirm the validity, continuation, perfection and priority of the Lien of each such Mortgage Amendment on such Real Property (including delivery to the Administrative Agent of a datedown endorsement to the Mortgage Policy, and a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent) in respect of such Mortgage Amendment).
(b) Within 20 Business Days following the Closing Date (or such longer period as may be agreed to by the Administrative Agent in its sole discretion), the Company shall (or shall cause its Subsidiaries to), to the extent required under the Security Agreement, deliver to the Administrative Agent all certificates, agreements or instruments representing or evidencing the Securities Collateral (as defined in the Security Agreement) in existence on the Closing Date in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, to the extent not delivered on the Closing Date after commercially reasonable efforts.
Appears in 1 contract
Post-Closing Requirements. Within ninety (90) days after the Incremental Term Loan Closing Sixth Amendment and Restatement Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent, 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 real property encumbered by a Mortgage is located substantially to the effect that:
(x) 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 Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Sixth Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and
(y) 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 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 Secured Obligations, including the Secured Obligations evidenced by the Sixth Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or
(b) such other documentation with respect to each real property encumbered by a Mortgage, in each case in form and substance reasonably acceptable to the Administrative Agent, as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by 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 Credit 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 (as defined in the Security Agreement) covering, among other things, the 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 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 (for the avoidance of doubt, for title policies related to real property in Texas, the form T-38 endorsement and a title search shall satisfy this requirement);
(iv) evidence of payment by the Borrower of all search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the 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 6(b) and evidence of payment of all applicable title 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 6(b).
Appears in 1 contract
Samples: Term Loan Credit Agreement (Kindred Healthcare, Inc)
Post-Closing Requirements. The parties agree that the Borrower and Guarantors shall satisfy the following requirements within the time specified below; provided, however, that failure to satisfy each requirement within the time specified therefor shall constitute an Event of Default under the Credit Documents:
(a) Within ninety (90) 60 days after following the Incremental Term Loan Closing Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent Bank shall have received, with respect in form and substance reasonably satisfactory to the existing MortgagesBank:
(i) in the case of each leasehold Real Estate of the Borrower or any Guarantor, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Bank and which, with the use of commercially reasonable efforts, the followingBorrower and the Guarantors are able to obtain, which estoppel letters shall be in the form and substance reasonably satisfactory to the Bank.
(b) Within 90 days following the Closing Date, the Bank shall have received, in form and substance reasonably satisfactory to the Bank:
(i) ALTA mortgagee title insurance policies (the "Mortgage Policies"), in amounts not less than the respective appraised amounts of each of the Mortgaged Properties, assuring the Bank that each of the Mortgages creates a valid and enforceable first priority mortgage Lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens and any other defects reasonably acceptable to the Bank, which Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Bank and shall include such endorsements as are reasonably requested by the Bank.
(c) Within 30 days following the Closing Date, the Bank shall have received, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent, eitherBank:
(ai) email correspondence provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, from a legal opinion of special local counsel for each Guarantor oraganized in Canada (which shall cover among other things, authority, due authorization, enforceability, as well as the jurisdiction attachment, perfection and validity of the Liens required by this Agreement);
(ii) a legal opinion of special local counsel for the Borrower and the Guarantors for each state in which any Mortgaged Property is located;
(iii) evidence as to (A) whether any Mortgaged Property is in an area designated by the real property encumbered by Federal Emergency Management Agency as having special flood or mud slide hazards (a Mortgage "Flood Hazard Property") and (B) if any Mortgaged Property is located substantially to the effect that:
a Flood Hazard Property, (x) whether the recording of the existing Mortgage community in which such Mortgaged Property 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 Secured Obligations (as defined located is participating in the Mortgage)National Flood Insurance Program, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and
(y) 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 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 Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; orapplicable
Appears in 1 contract
Samples: Amendment and Waiver Agreement (Source Interlink Companies Inc)
Post-Closing Requirements. Within ninety (90) days after the Incremental Term Loan Closing Amendment Effective Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, received the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either:
: (a) Written confirmation (which may be in the form of email correspondence 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 real property encumbered by a Mortgage is located substantially to the effect that:
(xi) 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 Secured Obligations (as defined in the Mortgage)Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage)Parties; and
(yii) 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 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 Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or
(b) such other documentation as shall confirm the enforceability, validity, perfection and priority of the lien of the Mortgage in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the 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 or opinions, addressed to the Agent and the Secured Parties covering, among other things, the enforceability, due authorization, execution and delivery of the applicable Mortgage, as amended by the Mortgage Amendment;
(iii) a date down endorsement to the existing title policy (or other title product where a date down endorsement is not available in the applicable jurisdiction), which shall reasonably assure the Agent as of the date of such endorsement (or as of the date of such other title product) that the real property subject to the lien of such Mortgage, as amended by the Mortgage Amendment, is free and clear of all title defects and encumbrances except for Permitted Liens;
(iv) evidence of payment by the Borrower of all search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above; and
(v) such affidavits, certificates, information and instruments of indemnification as shall be required, and evidence of payment of all title insurance premiums and other charges, to induce the title insurance company to issue the endorsement to the title policy (or other title product) contemplated in this Section 6(b).
Appears in 1 contract
Samples: Incremental Facility Amendment to Credit Agreement (Clean Harbors Inc)
Post-Closing Requirements. Within ninety one-hundred fifty (90150) days after the Incremental Term Loan Closing Restatement Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to received either the existing Mortgages, items listed in paragraph (a) or the following, items listed in each case in form and substance reasonably acceptable to the Administrative Agent, eitherparagraph (b) as follows:
(a) email correspondence provided (i) a favorable opinion, addressed to the Administrative Agent and each of the Secured Parties (as defined in the Security Agreement), in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that:
(x) 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 Secured Obligations (as defined in the Mortgage)Obligations, including the Secured Obligations evidenced by the Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the MortgageSecurity Agreement); and
(y) no other documents, instruments, filings, recordings, rerecordingsre-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording re-cording taxes or similar taxes, are necessary or appropriate under applicable law 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 Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, Agreement and the other documents executed in connection therewith, for the benefit of the Secured PartiesParties (as defined in the Security Agreement); orand
(ii) a title search to the applicable real property encumbered by a Mortgage demonstrating that such real property is free and clear of all Liens (except those Liens created or permitted under the Amended and Restated Credit Agreement and the Collateral Documents);
(b) with respect 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 Credit 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 (as defined in the Security Agreement) 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 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 (for the avoidance of doubt, for title policies related to real property in Texas, the form T-38 endorsement and a title search shall satisfy this requirement);
(iv) evidence of payment by the Borrower of all search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the 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 6 and evidence of payment of all applicable title 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 6.
Appears in 1 contract
Post-Closing Requirements. Within The Collateral Agent shall have received the following within ninety (90) days after the Incremental Term Loan Closing Date, unless waived or extended by the Administrative Agent in its sole discretiondiscretion for one or two additional periods of not more than thirty (30) days each:
(a) a Mortgage encumbering each Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Laws, and such financing statements and any other instruments necessary to xxxxx x xxxx on such Mortgaged Property and related leases, rents and fixtures under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Collateral Agent;
(b) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; provided that if the grant of a security interest in such Mortgaged Property requires the consent of a landlord, the grant of such security interest shall not be required if such consent shall not have been obtained notwithstanding the use of commercially reasonable efforts (which shall not include the provision of any economic or other material concession to such landlord to secure such consent);
(c) with respect to each Mortgage, a Mortgage Policy;
(d) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the title company to issue the Mortgage Policy/ies and endorsements contemplated above;
(e) evidence reasonably acceptable to the Collateral Agent of payment by Borrower of all Mortgage Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Mortgage Policies referred to above (it being understood that if a mortgage tax will be owed on the entire amount of the Indebtedness evidenced hereby, then the amount secured by such Mortgage shall be limited to 110% of the estimated fair market value of the Mortgaged Property encumbered by such Mortgage, if such limitation results in such mortgage tax being calculated based upon such fair market value);
(f) with respect to each real property encumbered or Mortgaged Property, copies of all leases in which Borrower or any Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Mortgaged Property, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either expressly by its terms or, if reasonably required by the Collateral Agent, pursuant to a Mortgagesubordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Collateral Agent;
(g) an ALTA survey in a form and substance reasonably acceptable to the Collateral Agent shall have receivedor such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Mortgage Policy (or modify such survey exceptions in the manner required in the applicable jurisdiction) related to such Mortgaged Property;
(h) a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto, if any) and if any Mortgaged Property is located in a flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Parties and (ii) certificates of insurance evidencing the insurance required by Section 6.07 in form and substance satisfactory to the Collateral Agent; and
(i) opinion(s) of counsel with respect to the existing Mortgages, which shall include opinions as to (i) the followingenforceability of the Mortgages, in each case (ii) the power and authority of Borrower or the applicable Loan Parties to execute the Mortgages and (iii) the due execution and delivery of the Mortgages and shall otherwise be in form and substance reasonably acceptable to the Administrative Collateral Agent, 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 real property encumbered by a Mortgage is located substantially to the effect that:
(x) 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 Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and
(y) 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 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 Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or.
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Samples: Credit Agreement (Nortek Inc)
Post-Closing Requirements. Within ninety (90) days after the Incremental Term Loan Closing Amendment No. 2 Effective Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, received the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either:
(a) Written confirmation (which may be in the form of email correspondence 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 real property encumbered by a Mortgage is located substantially to the effect that:
(xi) 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 Secured Obligations (as defined in the Mortgage)Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage)Parties; and
(yii) 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 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 Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or
(b) such other documentation as shall confirm the enforceability, validity, perfection and priority of the lien of the Mortgage in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the 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 or opinions, addressed to the Agent and the Secured Parties covering, among other things, the enforceability, due authorization, execution and delivery of the applicable Mortgage, as amended by the Mortgage Amendment;
(iii) a date down endorsement to the existing title policy (or other title product where a date down endorsement is not available in the applicable jurisdiction), which shall reasonably assure the Agent as of the date of such endorsement (or as of the date of such other title product) that the real property subject to the lien of such Mortgage, as amended by the Mortgage Amendment, is free and clear of all title defects and encumbrances except for Permitted Liens;
(iv) evidence of payment by the Borrower of all search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above; and
(v) such affidavits, certificates, information and instruments of indemnification as shall be required, and evidence of payment of all title insurance premiums and other charges, to induce the title insurance company to issue the endorsement to the title policy (or other title product) contemplated in this Section 6(b).
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Post-Closing Requirements. Within ninety one hundred twenty (90120) days after the Incremental Term Loan Closing Fourth Amendment and Restatement Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent, : 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 real property encumbered by a Mortgage is located substantially to the effect that:
(xi) 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 Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Fourth Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and
(yii) 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 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 Secured Obligations, including the Secured Obligations evidenced by the Fourth Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; or
(b) such other documentation with respect to each real property encumbered by a Mortgage, in each case in form and substance reasonably acceptable to the Administrative Agent, as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by 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 Credit 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 (as defined in the Security Agreement) 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 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 (for the avoidance of doubt, for title policies related to real property in Texas, the form T-38 endorsement and/or a title search shall satisfy this requirement);
(iv) evidence of payment by the Borrower of all search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the 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 4(b) and evidence of payment of all applicable title 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 4(b).
Appears in 1 contract
Samples: Fourth Amendment and Restatement Agreement (Kindred Healthcare, Inc)
Post-Closing Requirements. Within ninety (90) No later than 90 days after the Incremental Term Loan Closing Date, unless waived or Date (which 90-day period may be extended by for an additional 60 days in the reasonable discretion of the Administrative Agent in its sole discretion, with respect to each real property encumbered by a MortgageAgent), the Administrative Agent Loan Parties shall have receiveddeliver deeds of trust, trust deeds and mortgages (together with respect the assignments of leases and rents referred to the existing Mortgagestherein and each other deeds of trust, the followingtrust deeds and mortgages delivered pursuant to SECTION 6.12, in each case as amended, the "Mortgages"), in substantially the form of EXHIBIT H (with such changes as may be reasonably satisfactory to the Administrative Agent and its counsel to account for local law matters) and covering the properties listed on SCHEDULE 6.19 (collectively, the "INITIAL MORTGAGED PROPERTIES"), duly executed by the appropriate Loan Party, together with: (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 reasonably deem necessary 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 and that all filing and recording taxes and fees have been paid; (b) fully paid American Land Title Association Lender's (or to the extent available in the applicable jurisdiction, Extended Coverage) title insurance policies (the "MORTGAGE POLICIES") in form and substance substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, either:
issued, coinsured and reinsured by title insurers selected by, or otherwise reasonably 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 material defects (aincluding, but not limited to, mechanics' and materialmen's Liens) email correspondence provided and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary; (c) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated a date reasonably satisfactory to the Administrative Agent, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent; (d) any available engineering, soils and other reports (including, without limitation, any environmental reports) generated within the 3 years prior to the Closing Date as to the properties described in the Mortgages; (e) Phase I environmental site assessment reports prepared in accordance with the standards promulgated by the American Society for Testing and Materials for each of the properties described in the Mortgages, in form and substance and from a professional firm reasonably acceptable to the Administrative Agent; (f) evidence of the insurance required by the terms of the Mortgages; (g) to the extent requested by the Administrative Agent, an appraisal of each of the properties described in the Mortgages complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, which appraisals shall be from a Person reasonably acceptable to the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent; (h) favorable opinions of local counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in and (i) evidence that all other action that the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that:
(x) the recording of the existing Mortgage is the only filing or recording Administrative Agent may reasonably deem necessary 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 Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and
(y) 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 necessary or appropriate under applicable law in order to maintain create valid first and subsisting Liens on the continued enforceability, validity or priority of property described in 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 Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; orMortgages has been taken.
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Post-Closing Requirements. Within ninety (90) days after the Incremental Term Loan Closing Fifth Amendment and Restatement Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent, 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 real property encumbered by a Mortgage is located substantially to the effect that:
(x) 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 Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Fifth Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and
(y) 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 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 Secured Obligations, including the Secured Obligations evidenced by the Fifth Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or
(b) such other documentation with respect to each real property encumbered by a Mortgage, in each case in form and substance reasonably acceptable to the Administrative Agent, as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by 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 Credit 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 (as defined in the Security Agreement) 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 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 (for the avoidance of doubt, for title policies related to real property in Texas, the form T-38 endorsement and a title search shall satisfy this requirement);
(iv) evidence of payment by the Borrower of all search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the 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 8(b) and evidence of payment of all applicable title 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 8(b).
Appears in 1 contract
Samples: Fifth Amendment and Restatement Agreement (Kindred Healthcare, Inc)
Post-Closing Requirements. Within ninety (90) 30 days after the Incremental Term Loan Closing Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect deliver to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either:
(a) email correspondence provided all original certificates evidencing the Stock of all non-U.S. Subsidiaries of Parent pledged pursuant to the Administrative Agent Security Agreement along with stock powers therefor duly executed in blank and otherwise in form and substance reasonably satisfactory to the Administrative Agent, from local counsel or, to the extent no such certificate is available, evidence of the notation of Agent’s Lien on such Stock in the jurisdiction in which the real property encumbered by a Mortgage is located substantially share registry of such non-U.S. Subsidiary, together with updated Schedules 4.8(c) and 4 to the effect that:Disclosure Letter which are complete and accurate as of such date;
(xb) evidence, in form and substance satisfactory to Agent, of either (i) the recording acknowledgment by the applicable Governmental Authority of the existing Mortgage is the only filing or recording receipt of all documentation and payments necessary to give constructive notice release the tax Liens listed on Schedule 5.20(b) to third parties the Disclosure Letter or (ii) the Credit Parties’ non-affiliation with the debtor listed on such tax Liens, it being understood and agreed that nothing set forth in this Section 5.20(b) shall preclude Agent from imposing any reserve under Section 2.1(b) with respect to such tax Liens;
(c) evidence, in form and substance satisfactory to Agent, that Parent has submitted all filings necessary to register in Parent’s name all intellectual property listed on Schedule 4.15 to the Disclosure Letter which is registered in the name of a predecessor in interest to Parent; and
(d) evidence, in form and substance satisfactory to Agent, that each Credit Party has filed applications and taken any and all other actions reasonably necessary to register the lien created by such Mortgage as security for the Secured Obligations set or collection of Copyrights (as defined in the Mortgage), including the Secured Obligations evidenced by the Credit Security Agreement, as amended pursuant ) relating to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit each item of the Secured Parties Software (as defined in the MortgageSecurity Agreement); and
, and each new major release of such Software, of such Credit Party constituting the Required Library (yas defined in the Security Agreement) 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 necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority as of the Lien created by such Mortgage as security for Closing Date, in good faith and in accordance with the Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, procedures and the other documents executed in connection therewith, for the benefit regulations of the Secured Parties; orUnited States Copyright Office and in a manner sufficient to impart constructive notice of such Credit Party’s ownership thereof.
Appears in 1 contract
Post-Closing Requirements. Within ninety one hundred twenty (90120) days after the Incremental Term Loan Closing Commitment Effective Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent, 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 real property encumbered by a Mortgage is located substantially to the effect that:
(x) 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 Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental AmendmentJoinder, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and
(y) 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 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 Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental AmendmentJoinder, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or
Appears in 1 contract
