Common use of Mortgage Modifications Clause in Contracts

Mortgage Modifications. As a condition precedent to the Borrower’s incurrence of additional Indebtedness pursuant to Section 2.25 (other than pursuant to clause (a)(2) thereof) or 2.26 and to the extent applicable additional Indebtedness is required by its terms to be secured by a first priority Lien pursuant to Section 6.01(p), 6.01(y) or 6.01(z)(vi)(y) on Mortgaged Properties as provided for herein, the Borrower shall satisfy the following requirements: (a) the Subsidiary Guarantors shall enter into, and deliver to the Administrative Agent and the Collateral Trustee, at the direction and in the sole discretion of the Administrative Agent and/or the Collateral Trustee (i) in the case of additional Indebtedness incurred pursuant to Section 2.25 or 2.26, a mortgage modification or new Mortgage, and (ii) in the case of additional Indebtedness secured by a first priority Lien incurred pursuant to Section 6.01(p), 6.01(y) or 6.01(z)(vi)(y), a new Mortgage; in each case in proper form for recording in the relevant jurisdiction and in a form reasonably satisfactory to the Administrative Agent; (b) the Borrower shall deliver a local counsel opinion in form and substance as set forth in Section 4.02(a)(ii) of this Agreement; (c) the Borrower shall have caused a title company approved by the Administrative Agent to have delivered to the Administrative Agent and the Collateral Trustee an endorsement to the title insurance policy delivered pursuant to Section 4.01(i) of the Existing Credit Agreement or Section 5.09(b)(ii)(A), as applicable, date down(s) or other evidence reasonably satisfactory to the Administrative Agent and/or the Collateral Trustee insuring that (i) the priority of the liens evidenced by insuring the continuing priority of the Lien of the Mortgage as security for such Indebtedness has not changed and (ii) confirming and/or insuring that (a) since the immediately prior incurrence of such additional Indebtedness, there has been no change in the condition of title and (b) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the Mortgage, other than the Permitted Liens (without adding any additional exclusions or exceptions to coverage); (d) with respect to each Mortgaged Property required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder, because it is located in an area which has been identified by the Secretary of Housing and Urban Development as a “special flood hazard area,” the Borrower or the applicable Subsidiary Guarantor shall deliver to the Administrative Agent (i) a policy of flood insurance that (A) covers such Mortgaged Property and (B) is written in an amount reasonably satisfactory to the Administrative Agent, (ii) a “life of loan” standard flood hazard determination with respect to such Collateral and (iii) a confirmation that the Borrower or such Subsidiary Guarantor has received the notice requested pursuant to Section 208(e)(3) of Regulation H of the Board; and (e) the Borrower shall, upon the request of the Administrative Agent and/or the Collateral Trustee, deliver to the approved title company, the Collateral Trustee, the Administrative Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the Mortgage as security for such Indebtedness.

Mortgage Modifications. As a condition precedent to the Borrower’s incurrence of additional Indebtedness pursuant to Section 2.24 or 2.25 (other than pursuant to clause (a)(2) thereof) or 2.26 and to the extent applicable additional Indebtedness is required by its terms to be secured by a first priority Lien pursuant to Section 6.01(p), 6.01(yclause (a) or 6.01(z)(vi)(y) on Mortgaged Properties as provided for herein, of the definition of “Permitted Liens,” the Borrower shall satisfy the following requirements: (a) the Subsidiary Guarantors shall enter into, and deliver to the Administrative Agent and the Collateral Trustee, at the direction and in the sole discretion of the Administrative Agent and/or the Collateral Trustee (i) in the case of additional Indebtedness incurred pursuant to Section 2.25 2.24 or 2.262.25, a mortgage modification or new Mortgage, and (ii) in the case of additional Indebtedness required by its terms to be secured by a first priority Lien incurred pursuant to Section 6.01(p), 6.01(yclause (a) or 6.01(z)(vi)(y), of the definition of “Permitted Liens,” a new Mortgage; in each case in proper form for recording in the relevant jurisdiction and in a form reasonably satisfactory to the Administrative Agent; (b) the Borrower shall deliver a local counsel opinion in form and substance as set forth in Section 4.02(a)(ii) of this Agreement[reserved]; (c) the Borrower shall have caused a title company approved by the Administrative Agent to have delivered to the Administrative Agent and the Collateral Trustee an endorsement to the title insurance policy delivered pursuant to Section 4.01(i5.09(b)(ii)(A) of the Existing Credit Agreement or Section 5.09(b)(ii)(A), as applicable, date down(s) or other evidence reasonably satisfactory to the Administrative Agent and/or the Collateral Trustee insuring that (i) the priority of the liens evidenced by insuring the continuing priority of the Lien of the Mortgage as security for such Indebtedness has not changed and (ii) confirming and/or insuring that (aA) since the immediately prior incurrence of such additional Indebtedness, there has been no change in the condition of title and (bB) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the Mortgage, other than the Permitted Liens (without adding any additional exclusions or exceptions to coverage); (d) with respect to each Mortgaged Property required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder, because it is located in an area which has been identified by the Secretary of Housing and Urban Development as a “special flood hazard area,” the Borrower or the applicable Subsidiary Guarantor shall deliver to the Administrative Agent (i) a policy of flood insurance that (A) covers such Mortgaged Property and (B) is written in an amount reasonably satisfactory to the Administrative Agent, (ii) a “life of loan” standard flood hazard determination with respect to such Collateral and (iii) a confirmation that the Borrower or such Subsidiary Guarantor has received the notice requested pursuant to Section 208(e)(3) of Regulation H of the Board; and (e) the Borrower shall, upon the reasonable request of the Administrative Agent and/or the Collateral Trustee, deliver to the approved title company, the Collateral Trustee, the Administrative Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the Mortgage as security for such Indebtedness.

Mortgage Modifications. As a condition precedent to In connection with the Borrower’s Borrowers’ incurrence of additional Indebtedness pursuant to Section 2.24 or 2.25 (other than pursuant to clause (a)(2) thereof) or 2.26 and to the extent applicable additional Indebtedness is required by its terms to be secured by a first priority Lien pursuant to Section 6.01(p)clause (a) of the definition of “Permitted Liens,” the Borrowers, 6.01(ysolely to the extent reasonably requested by the Administrative Agent and subject to the time requirements to be set forth in the applicable definitive documentation executed in connection with the incurrence of such Indebtedness, shall take (or cause the applicable Subsidiary Guarantor to take) or 6.01(z)(vi)(y) on Mortgaged Properties as provided for herein, the Borrower shall satisfy the following requirementsactions: (a) the Subsidiary Guarantors shall enter into, and deliver to the Administrative Agent and the Collateral Trustee, at the direction and in the sole and reasonable discretion of the Administrative Agent and/or the Collateral Trustee (i) in the case of additional Indebtedness incurred pursuant to Section 2.25 2.24 or 2.262.25, a mortgage modification or new Mortgage, and (ii) in the case of additional Indebtedness required by its terms to be secured by a first priority Lien incurred pursuant to Section 6.01(p), 6.01(yclause (a) or 6.01(z)(vi)(y), of the definition of “Permitted Liens,” a new Mortgage; in each case in proper form for recording in the relevant jurisdiction and in a form reasonably satisfactory to the Administrative Agent; (b) the Borrower shall deliver a local counsel opinion in form and substance as set forth in Section 4.02(a)(ii) of this Agreementreasonably satisfactory to the Administrative Agent and the Collateral Trustee; (c) the Borrower shall have caused cause a title company approved by the Administrative Agent to have delivered to the Administrative Agent and the Collateral Trustee an endorsement to the title insurance policy delivered pursuant to Section 4.01(i) of the Existing Credit Agreement or Section 5.09(b)(ii)(A), as applicableAgreement, date down(s) or other title insurance product evidence 168 US-DOCS\159452469.6 reasonably satisfactory to the Administrative Agent and/or the Collateral Trustee (including, without limitation, a title search) confirming and/or insuring that (i) the priority of the liens evidenced by insuring the continuing priority of the Lien of the Mortgage as security for such Indebtedness has not changed and (ii) confirming and/or insuring that (a) since the immediately prior incurrence of such additional Indebtedness, there has been no change in the condition of title and (b) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the Mortgage, other than the Permitted Liens (without adding any additional exclusions or exceptions to coverage); (d) with respect to each Mortgaged Property required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder, because it is located in an area which has been identified by the Secretary of Housing and Urban Development as a “special flood hazard area,” the Borrower or the applicable Subsidiary Guarantor shall deliver to the Administrative Agent (i) a policy of flood insurance that (A) covers such Mortgaged Property and (B) is written in an amount reasonably satisfactory to the Administrative Agent, (ii) a “life of loan” standard flood hazard determination with respect to such Collateral and (iii) a confirmation that the Borrower Borrowers or such Subsidiary Guarantor has received the notice requested pursuant to Section 208(e)(3) of Regulation H of the Board; and (e) the Borrower shall, upon the reasonable request of the Administrative Agent and/or the Collateral Trustee, deliver to the approved title company, the Collateral Trustee, the Administrative Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the Mortgage as security for such Indebtedness; provided that, commencing on the Sixth Amendment Effective Date, the Administrative Agent may waive the requirements set forth in clauses (a), (b), (c) and (e) of this Section 9.17 in its sole and reasonable discretion.

Mortgage Modifications. As a condition precedent to In connection with the Borrower’s Borrowers’ incurrence of additional Indebtedness pursuant to Section 2.24 or 2.25 (other than pursuant to clause (a)(2) thereof) or 2.26 and to the extent applicable additional Indebtedness is required by its terms to be secured by a first priority Lien pursuant to Section 6.01(p)clause (a) of the definition of “Permitted Liens,” the Borrowers, 6.01(ysolely to the extent reasonably requested by the Administrative Agent and subject to the time requirements to be set forth in the applicable definitive documentation executed in connection with the incurrence of such Indebtedness, shall take (or cause the applicable Subsidiary Guarantor to take) or 6.01(z)(vi)(y) on Mortgaged Properties as provided for herein, the Borrower shall satisfy the following requirementsactions: (a) the Subsidiary Guarantors shall enter into, and deliver to the Administrative Agent and the Collateral Trustee, at the direction and in the sole and reasonable discretion of the Administrative Agent and/or the Collateral Trustee (i) in the case of additional Indebtedness incurred pursuant to Section 2.25 2.24 or 2.262.25, a mortgage modification or new Mortgage, and (ii) in the case of additional Indebtedness required by its terms to be secured by a first priority Lien incurred pursuant to Section 6.01(p), 6.01(yclause (a) or 6.01(z)(vi)(y), of the definition of “Permitted Liens,” a new Mortgage; in each case in proper form for recording in the relevant jurisdiction and in a form reasonably satisfactory to the Administrative Agent; (b) the Borrower shall deliver a local counsel opinion in form and substance as set forth in Section 4.02(a)(ii) of this Agreementreasonably satisfactory to the Administrative Agent and the Collateral Trustee; (c) the Borrower shall have caused cause a title company approved by the Administrative Agent to have delivered to the Administrative Agent and the Collateral Trustee an endorsement to the title insurance policy delivered pursuant to Section 4.01(i) of the Existing Credit Agreement or Section 5.09(b)(ii)(A), as applicableAgreement, date down(s) or other title insurance product evidence reasonably satisfactory to the Administrative Agent and/or the Collateral Trustee (including, without limitation, a title search) confirming and/or insuring that (i) the priority of the liens evidenced by insuring the continuing priority of the Lien of the Mortgage as security for such Indebtedness has not changed and (ii) confirming and/or insuring that (a) since the immediately prior incurrence of such additional Indebtedness, there has been no change in the condition of title and (b) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the Mortgage, other than the Permitted Liens (without adding any additional exclusions or exceptions to coverage); (d) with respect to each Mortgaged Property required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder, because it is located in an area which has been identified by the Secretary of Housing and Urban Development as a “special flood hazard area,” the Borrower or the applicable Subsidiary Guarantor shall deliver to the Administrative Agent (i) a policy of flood insurance that (A) covers such Mortgaged Property and (B) is written in an amount reasonably satisfactory to the Administrative Agent, (ii) a “life of loan” standard flood hazard determination with respect to such Collateral and (iii) a confirmation that the Borrower or such Subsidiary Guarantor has received the notice requested pursuant to Section 208(e)(3) of Regulation H of the Board; and (e) the Borrower shall, upon the request of the Administrative Agent and/or the Collateral Trustee, deliver to the approved title company, the Collateral Trustee, the Administrative Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the Mortgage as security for such Indebtedness.