Real Estate Mortgages and Filings Sample Clauses

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (subject to no liens other than Permitted Liens) against the properties purported to be covered thereby; (2) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereon; (3) with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to...

Real Estate Mortgages and Filings. With respect to the Mortgaged Real Properties, within 90 days of the Issue Date (or within 90 days of the acquisition of Qualified After-Acquired Real Property or in each case before such later date as agreed to by the administrative agent or the lenders under the Credit Agreement): (a) the Company shall deliver to the Collateral Agent a Mortgage with respect to each Mortgaged Real Property, each dated as of the Issue Date (or such later date on which such Mortgage is delivered in accordance with the requirements of this Indenture and/or the Collateral Documents), duly executed by the Company or the applicable Guarantor, together with evidence of recording (or satisfactory arrangements for the recording) of each such Mortgage (and payment of any taxes or fees in connection therewith) as necessary to create a valid, perfected at least second-priority Lien (subject to Permitted Liens); (b) the Collateral Agent shall have received ALTA title insurance policies in favor of the Collateral Agent, as mortgagee or beneficiary (as applicable) under each of the Mortgages, in the form necessary to insure that the Liens created by each Mortgage constitute valid and at least second-priority Liens on the Mortgaged Real Property (subject only to Permitted Liens), amounts satisfactory to the Collateral Agent assuring the Collateral Agent that the Mortgages on such Real Property Collateral are valid and enforceable second-priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the policies otherwise shall be in form and substance satisfactory to the Collateral Agent, and each such policy to include such legally available endorsements and affirmative coverages as included in the policies delivered in connection with the Credit Agreement, if applicable, and to the extent available at commercially reasonable rates; and (c) the Company shall deliver to the Collateral Agent, with respect to each Mortgaged Real Property, such evidence of filings, surveys (or affidavits of no change to survey that the title company may reasonably require as necessary to issue such title insurance policy), local counsel opinions, and fixture filings (if applicable), along with such other documents, instruments, certificates and agreements, to create, evidence or perfect a valid and at least second-priority Lien in connection with the execution and delivery of the Mortgages, together with the delivery to the Trustee of an O...

Real Estate Mortgages and Filings. Within 150 days after (i) the Issue Date with respect to any Material Real Property that exists on the Issue Date and (ii) the date of acquisition of any Material Real Property acquired after the Issue Date (each, a “Mortgaged Property” and collectively, the “Mortgaged Properties”) (in each case, or such later date as the First Lien Collateral Agent, may have agreed under the New Notes Indenture, or if the New Notes Indenture is not then in effect, such later date as the Second Lien Collateral Agent may have agreed (acting at the direction of Holders of a majority of the Notes)): (a) the Issuer or such Guarantor shall deliver to the Second Lien Collateral Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself, the Trustee and the Holders, fully executed counterparts of mortgages, deeds of trust, security deeds or deeds to secured debt (each, a “Mortgage”) in accordance with the requirements of this Indenture and/or the Security Documents, duly executed and acknowledged by the Issuer or such Guarantor, and otherwise in form suitable for filing and recording in all appropriate local filing or recording offices of each applicable political subdivision where each Material Real Property is situated in order to create a valid and subsisting perfected Lien on the property described therein in favor of the Second Lien Collateral Agent for the ratable benefit of itself, the Trustee and the Holders and that all filing and recording taxes and fees have been paid or otherwise provided for; (b) the Second Lien Collateral Agent shall have received fully paid American Title Association Lender’s title insurance policies or marked up unconditional binder of such insurance (the “Mortgage Policies”) in favor of the Second Lien Collateral Agent, and its successors and/or assigns, with respect to the Material Real Property to be covered by the applicable Mortgages, which shall insure that the interests created by the Mortgages constitute valid Liens on the applicable Material Real Property, with the priority required by this Indenture and the Security Documents, free and clear of all Liens, defects and encumbrances, other than Permitted Liens. All such Mortgage Policies to be in amounts equal to the estimated Fair Market Value of the Material Real Property covered thereby, and such policies shall also include, to the extent available, endorsements as shall be reasonably requested in transactions of similar size and purpose and shall be accompanied...

Real Estate Mortgages and Filings. Within 90 days (or such longer period as Agent may agree) after the acquisition by any Note Party of any fee-owned property (together with fixtures thereon) located in the United States of America that is owned by any Note Party with a fair market value (as reasonably determined by Borrower) that exceeds $500,000, the Note Parties will deliver such documents as the Agent may reasonably request to perfect the Agent’s security interest in such real property and other documents reasonably related thereto, including, without limitation, mortgages, title insurance, surveys, legal opinions, and fixture filings.

Real Estate Mortgages and Filings. With respect to any real property mortgaged under the Mortgages (individually and collectively, the “Premises”) owned by the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value of greater than $100,000 and with respect to any such property to be acquired by the Company or a Domestic Subsidiary after the Issue Date with a purchase price of greater than $100,000 (within 90 days of the acquisition thereof): (1) The Company shall deliver to the Collateral Agent, as mortgagee, fully executed counterparts of Mortgages and Mortgage Instruments, duly executed by the Company or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; and (2) The Company shall deliver to the Collateral Agent an opinion from local counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering such matters as Collateral Agent may reasonably request, including without limitation, the enforceability of the relevant Mortgages.

Real Estate Mortgages and Filings. With respect to any real property other than a leasehold (individually and collectively, the "Premises") acquired by the Company or any Domestic Restricted Subsidiary after the date hereof with a fair market value of greater than $1.0 million on the date of acquisition, if requested by the Lender: (a) the Company shall deliver to the Lender, as mortgagee, fully-executed counterparts of Mortgages, each dated as of the date of acquisition of such property, duly executed by the Company or the applicable Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (b) the Lender shall have received mortgagee's title insurance policies in favor of the Lender, in amounts and in form and substance and issued by insurers reasonably acceptable to the Lender, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens, and such policies shall also include, to the extent available, a revolving credit endorsement and such other endorsements as necessary and shall be accompanied by evidence of the payment in full of all premiums thereon; and (c) the Company shall deliver to the Lender, with respect to each of the covered Premises, filings, surveys, local counsel opinions and fixture filings, along with such other documents, instruments, certificates and agreements as the Lender and its counsel shall reasonably request.

Real Estate Mortgages and Filings. With respect to any fee interest in any Premises owned by the Issuer or a Guarantor organized in a U.S. jurisdiction on the Issue Date or acquired by the Issuer or a Guarantor organized in a U.S. jurisdiction after the Issue Date that forms a part of the Collateral (but specifically excluding Excluded Assets), the Issuer shall, subject to the terms of the First Lien and Third Lien Intercreditor Agreement:

Real Estate Mortgages and Filings. With respect to any fee interest in any real property that constitutes Second Lien Collateral (the “Mortgaged Property”), the Issuers and/or the Company shall use commercially reasonable efforts to deliver to the Collateral Agent each of the following items, within 60 days of the Issue Date or, with respect to any Mortgaged Property acquired by the Issuers or any Guarantors after the Issuer Date, within 60 days of the date of acquisition thereof: (1) fully executed counterparts of Mortgages, each dated within 60 days after the Issue Date or the date of acquisition of such property, as the case may be, duly executed by the applicable Issuer or Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien, with the priority required by this Indenture and the Security Documents, subject to Permitted Liens, against the properties purported to be covered thereby; and (2) such further information, opinions, certificates, instruments and documents evidencing or relating to the Mortgaged Property or required to effect the foregoing including, without limitation, any information, certificates, opinions, instruments and documents substantially similar in form and substance to those delivered to the administrative agent under the Revolving Credit Facility in connection with such Mortgaged Property.

Real Estate Mortgages and Filings. (a) With respect to any Material Real Property owned by the Company or a Guarantor in the United States on the Issue Date or acquired by the Company or a Guarantor in the United States after the Issue Date that forms a part of the Collateral (individually and collectively, the “Premises”), within 90 days of the Issue Date or the date of acquisition (or such longer period as may be permitted under the Superpriority Credit Facility), as applicable:

Real Estate Mortgages and Filings. (a) With respect to any real property acquired by the Issuer or a Guarantor after the Issue Date, in each case with an individual Fair Market Value (measured at the time of acquisition) in excess of $8 million (each such owned real property, a “Premises”), the Issuer or such Guarantor, as applicable, will deliver to the Collateral Trustee, within 90 days of the date of acquisition of such Premises or the date the owner of such Premises becomes a Guarantor, as applicable: (i) a mortgage, deed of trust or other instrument customarily recognized in the applicable jurisdiction for the purpose of granting a consensual Lien in real property in favour of the Collateral Trustee, as mortgagee or beneficiary, as applicable, in respect of such Premises, duly executed by the Issuer or applicable Guarantor, together with evidence of the completion (or arrangements for the completion) of all recordings and filings of such mortgage, deed of trust or other instrument as may be necessary to create a valid, perfected Lien to secure the Obligations of the Issuer and the Guarantors pursuant to the Notes and the Security Documents (subject to any Permitted Liens) against such Premises, including payment of any taxes and fees in connection therewith, and if such taxes or fees are based on the amount secured, such amount shall be the lesser of (a) 110% of the Fair Market Value (measured at the time of acquisition) or (b) the amount of the Obligations of the Issuer and the Guarantors pursuant to the Notes and the Security Documents; and (ii) with respect to such Premises, customary local counsel opinions and such other documents, instruments, certificates and agreements as may be necessary to create, evidence or perfect a valid Lien on such Premises. For the avoidance of doubt, it is understood that neither the Trustee nor the Collateral Trustee shall have an affirmative duty to ascertain the sufficiency of any such mortgage, deed of trust or other documents, instruments, certificates or agreements or any other documents or instruments related thereto.