Common use of Post-Effective Date Requirements Clause in Contracts

Post-Effective Date Requirements. (a) Within 60 days after the Ninth Amendment Effective Date (or such later date acceptable to the Administrative Agent in its sole discretion in writing), the Borrower shall deliver to the Administrative Agent: (i) Mortgage amendments reflecting the amendment of the Obligations contemplated hereby (the “Mortgage Amendments”), each in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Mortgaged Property located in Alabama and Florida, each duly executed and delivered by an authorized officer of each party thereto and in form suitable for filing and recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable unless Administrative Agent is satisfied in its reasonable discretion (based on advice reasonably satisfactory to the Administrative Agent of local counsel in the state in which the applicable Mortgaged Property is located) that Mortgage Amendments are not required in order to secure the Borrower’s Obligations as modified hereby. (ii) To the extent reasonably requested by Administrative Agent, title searches with respect to each Mortgaged Property and, in connection with any Mortgage Amendment delivered pursuant to clause (i) above and to the extent available at commercially reasonable rates in the jurisdiction in which the applicable Mortgaged Property is located, date-down, modification, so-called “non-impairment” or other endorsements reasonably satisfactory to the Administrative Agent with respect to the applicable title insurance policy, each in form and substance reasonably satisfactory to Administrative Agent. (iii) Advice of local counsel to the Borrower with respect to each Mortgage Amendment, in form (which may be by email) and substance reasonably satisfactory to the Administrative Agent. (iv) Evidence that the reasonable fees, costs and expenses have been paid, to the extent invoiced, in connection with the preparation, execution, filing and recordation of the items delivered pursuant to this paragraph (a), including, without limitation, reasonable attorneys’ fees, title insurance premiums, filing and recording fees, title insurance company coordination fees, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection herewith. (b) Within 30 days after the Ninth Amendment Effective Date (or such later date acceptable to the Administrative Agent in its sole discretion in writing), the Borrower shall deliver to the Administrative Agent an opinion of Xxxxxxxxx Xxxx LLP, special United Kingdom counsel to the Borrower, or another firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated as of the date of delivery thereof.

Post-Effective Date Requirements. (a) Within 60 days after the Ninth Eighth Amendment Effective Date (or such later date acceptable to the Administrative Agent in its sole discretion in writing), the Borrower shall deliver to the Administrative Agent: (i) Mortgage amendments reflecting the amendment of the Obligations contemplated hereby (the “Mortgage Amendments”), each in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Mortgaged Property located in Alabama and Florida, each duly executed and delivered by an authorized officer of each party thereto and in form suitable for filing and recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable unless Administrative Agent is satisfied in its reasonable discretion (based on advice reasonably satisfactory to the Administrative Agent of local counsel in the state in which the applicable Mortgaged Property is located) that Mortgage Amendments are not required in order to secure the Borrower’s Obligations as modified hereby. (ii) To the extent reasonably requested by Administrative Agent, title searches with respect to each Mortgaged Property and, in connection with any Mortgage Amendment delivered pursuant to clause (i) above and to the extent available at commercially reasonable rates in the jurisdiction in which the applicable Mortgaged Property is located, date-down, modification, so-called “non-impairment” or other endorsements reasonably satisfactory to the Administrative Agent with respect to the applicable title insurance policy, each in form and substance reasonably satisfactory to Administrative Agent. (iii) Advice of local counsel to the Borrower with respect to each Mortgage Amendment, in form (which may be by email) and substance reasonably satisfactory to the Administrative Agent. (iv) Evidence that the reasonable fees, costs and expenses have been paid, to the extent invoiced, in connection with the preparation, execution, filing and recordation of the items delivered pursuant to this paragraph (a), including, without limitation, reasonable attorneys’ fees, title insurance premiums, filing and recording fees, title insurance company coordination fees, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection herewith. (b) Within 30 days after the Ninth Eighth Amendment Effective Date (or such later date acceptable to the Administrative Agent in its sole discretion in writing), the Borrower shall deliver to the Administrative Agent an opinion of Xxxxxxxxx Xxxx LLP, special United Kingdom counsel to the Borrower, or another firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated as of the date of delivery thereof.

Post-Effective Date Requirements. (a) 5.1. Within 60 120 days after the Ninth Seventh Amendment Effective Date (or such later date acceptable to the Administrative Agent in its sole discretion in writing), the Borrower shall deliver to the Administrative Agent: (ia) Mortgage amendments reflecting the amendment of the Obligations contemplated hereby (the “Mortgage Amendments”), each in form and substance reasonably satisfactory to the Administrative Agent, with respect to each the Mortgaged Property located in Alabama and FloridaProperty, each duly executed and delivered by an authorized officer of each party thereto and in form suitable for filing and recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable unless Administrative Agent is satisfied in its reasonable discretion (based on advice reasonably satisfactory to the Administrative Agent of local counsel in the state in which the applicable Mortgaged Property is located) that Mortgage Amendments are not required in order to secure the Borrower’s Obligations as modified hereby. (iib) To the extent reasonably requested by Administrative Agent, title searches with respect to each Mortgaged Property and, in connection with any Mortgage Amendment delivered pursuant to clause (i) above and Date-down endorsements to the extent available at commercially reasonable rates in the jurisdiction in which the applicable Mortgaged Property is located, date-down, modification, so-called “non-impairment” or other endorsements reasonably satisfactory to the Administrative Agent title insurance policies with respect to the applicable title insurance policyMortgaged Property reflecting the amendment contemplated hereby, each in form and substance reasonably satisfactory to Administrative Agent, or other endorsements acceptable to the Administrative Agent, to the extent available in each state jurisdiction in which the relevant Mortgaged Property is located, in the form of the ALTA 11 or Texas P9b(3) mortgage modification endorsement or local equivalent, insuring against the invalidity, unenforceability or loss of priority of the existing Mortgages as a result of this Agreement or of the Mortgage Amendments. (iiic) Advice of An opinion with respect to each Mortgage Amendment from local counsel to the Borrower with respect addressed to the Administrative Agent and each of the Lenders and dated the date of the Mortgage AmendmentAmendments, in form (which may be by email) and substance reasonably satisfactory to the Administrative Agent. (ivd) Evidence that the reasonable fees, costs and expenses have been paid, to the extent invoiced, in connection with the preparation, execution, filing and recordation of the items delivered pursuant to this paragraph (a)Mortgage Amendments, including, without limitation, reasonable attorneys’ fees, title insurance premiums, filing and recording fees, title insurance company coordination fees, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection herewithwith the recordation of the Mortgage Amendments and the other matters described in this Section 5.1. (b) 5.2. Within 30 days after the Ninth Seventh Amendment Effective Date (or such later date acceptable to the Administrative Agent in its sole discretion in writing), the Borrower shall deliver to the Administrative Agent an opinion of Xxxxxxxxx Xxxx LLP, special United Kingdom counsel to the Borrower, or another firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated as of the date of delivery thereof.

Post-Effective Date Requirements. (a) 5.1. Within 60 120 days after the Ninth Amendment Effective Date (or such later date acceptable to the Administrative Successor Agent in its sole discretion in writing), the Borrower shall deliver to the Administrative Successor Agent: (ia) Mortgage amendments reflecting the amendment appointment of the Obligations contemplated hereby Successor Agent as Administrative Agent, Collateral Agent and UK Security Trustee, as applicable (the “Mortgage Amendments”), each in form and substance reasonably satisfactory to the Administrative Successor Agent, with respect to each the Mortgaged Property located in Alabama and FloridaProperty, each duly executed and delivered by an authorized officer of each party thereto and in form suitable for filing and recording in all filing or recording offices that the Administrative Successor Agent may deem necessary or desirable unless Administrative Agent is satisfied in its reasonable discretion (based on advice reasonably satisfactory to the Administrative Agent of local counsel in the state in which the applicable Mortgaged Property is located) that Mortgage Amendments are not required in order to secure the Borrower’s Obligations as modified herebydesirable. (iib) To the extent reasonably requested by Administrative Agent, title searches with respect to each Mortgaged Property and, in connection with any Mortgage Amendment delivered pursuant to clause (i) above and Date-down endorsements to the extent available at commercially reasonable rates in the jurisdiction in which the applicable Mortgaged Property is located, date-down, modification, so-called “non-impairment” or other endorsements reasonably satisfactory to the Administrative Agent title insurance policies with respect to the applicable title insurance policyMortgaged Real Property reflecting the appointment of the Successor Agent as Administrative Agent, Collateral Agent and UK Security Trustee, as applicable, each in form and substance reasonably satisfactory to Administrative the Successor Agent. (iiic) Advice of An opinion with respect to each Mortgage Amendment from local counsel to the Borrower with respect addressed to the Successor Agent and each of the Lenders and dated the date of the Mortgage AmendmentAmendments, in form (which may be by email) and substance reasonably satisfactory to the Administrative Successor Agent. (ivd) Evidence that the reasonable fees, costs and expenses have been paid, to the extent invoiced, in connection with the preparation, execution, filing and recordation of the items delivered pursuant to this paragraph (a)Mortgage Amendments, including, without limitation, reasonable attorneys’ fees, title insurance premiums, filing and recording fees, title insurance company coordination fees, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection herewithwith the recordation of the Mortgage Amendments and the other matters described in this Section 5.1. (b) 5.2. Within 30 90 days after the Ninth Amendment Effective Date (or such later date acceptable to the Administrative Successor Agent in its sole discretion in writing), the Borrower shall deliver to the Administrative Successor Agent an a Perfection Certificate in form and substance reasonably satisfactory to the Successor Agent and dated as of the date of delivery thereof. 5.3. Within 30 days after the Amendment Effective Date (or such later date acceptable to the Successor Agent in its sole discretion in writing), the Borrower shall deliver to the Successor Agent: (a) An opinion of Xxxxxxxxx Xxxx LLP, special United Kingdom counsel to the Borrower, or another firm reasonably acceptable to the Administrative Successor Agent, in form and substance reasonably satisfactory to the Administrative Successor Agent, addressed to the Administrative Successor Agent and each of the Lenders and dated as of the date of delivery thereof. (b) An opinion of Xxxxxx and Xxxxxx, special railcar counsel to the Borrower, or another firm reasonably acceptable to the Successor Agent, in form and substance reasonably satisfactory to the Successor Agent, addressed to the Successor Agent and each of the Lenders and dated as of the date of delivery thereof.