Common use of Post-Closing Requirements Clause in Contracts

Post-Closing Requirements. Within ninety (90) days after the 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, 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, 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).

Post-Closing Requirements. Within ninety (90) days after the Sixth Incremental Amendment and Restatement 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 Sixth Amended and Restated Credit Agreementthis 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 Sixth Amended and Restated Credit Agreementthis 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 validity, perfection and perfection priority of the lien of the Mortgage 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 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 opinionopinion or opinions, addressed to the Administrative Agent and the Secured Parties (as defined in the Security Agreement) covering, among other things, the enforceability enforceability, due authorization, execution and delivery of the applicable Mortgage 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)Amendment; (iii) a date down endorsement to the existing title policypolicy (or other title product where a date down endorsement is not available in the applicable jurisdiction), 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 (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 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)Permitted Liens; (iv) evidence of payment by the Borrower of all search and examination charges 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 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 contemplated in this Section 6(b(or other title product) 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).

Post-Closing Requirements. Within ninety (90) days after the Sixth 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 Sixth Fifth Amended and Restated Credit Agreement, 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 Fifth Amended and Restated Credit 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 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(b8(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(b8(b).

Post-Closing Requirements. (a) Within ninety (90) 21 days after the Sixth Amendment and Restatement Closing Date, unless waived or extended by the Administrative Agent Credit Parties shall deposit $5 million into the Cash Collateral Account, which deposit shall be in its sole discretion, with respect addition to each real property encumbered by a Mortgagethe deposit required pursuant to Section 5.1(q). (b) Within 30 days after the Closing Date, the Administrative Agent shall have receivedcompleted a field examination (whether through internal or third party appraisers or both), at the Borrower's expense, with respect to the existing MortgagesBorrower's accounts receivable and inventory, the followingresults of which demonstrate that the margined value of the Borrower's accounts receivable and inventory, in each case in form and substance reasonably acceptable together with the value attributed to the Administrative AgentExecutive Buildings (such value not to exceed $7 million), either:when added to the amount of cash in the Cash Collateral Account is at least equal to $112.5 million. (ac) email correspondence provided Within 30 days after the Closing Date, the Borrower shall deliver to the Administrative Agent in form (i) copies of certificates of good standing, existence or their equivalent with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of incorporation or organization and substance reasonably satisfactory to the Administrative Agent, from local counsel in the each other jurisdiction in which the real property encumbered failure to so qualify and be in good standing would have a Material Adverse Effect on the business or operations of a Credit Party in such jurisdiction and (ii) copies of the articles or certificates of incorporation or other charter documents of each Credit Party certified to be true and complete as of a recent date by a Mortgage is located substantially to the effect that:appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization. (xd) Within 30 days after 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, 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 limitationClosing Date, 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, 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 Borrower shall deliver to the Administrative Agent, as shall confirm Agent 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 Agentfollowing: (i) an amendment searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each New Subsidiary (and each other Credit Party which the Administrative Agent deems appropriate) and each jurisdiction where any Collateral is located or where a filing would need to be made (and has not previously been made) in order to perfect the existing Mortgage (Administrative Agent's security interest in the “Mortgage Amendment”) to reflect Collateral, copies of the matters set forth financing statements on file in this Amendmentsuch jurisdictions, duly executed evidence that no Liens exist other than Permitted Liens and acknowledged such payoff letters and UCC termination statements as required 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 Administrative Agent in connection with the recording or filing thereof under applicable lawsuch UCC search results; (ii) a favorable opinionduly executed UCC financing statements (or amendments to UCC financing statements) for each appropriate jurisdiction as is necessary, addressed to in the Administrative Agent and Agent's sole discretion, to perfect the Secured Parties (as defined Administrative Agent's security interest 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)Collateral; (iii) a date down endorsement to searches of ownership of the existing title policy, intellectual property of each New Subsidiary (and each other Credit Party which shall be the Administrative Agent deems appropriate) in form and substance reasonably satisfactory to the appropriate governmental offices as requested by the Administrative Agent and reasonably assure such patent, trademark and copyright filings as requested by 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)connection therewith; (iv) evidence of payment the transfer of all assets of Maxim Industries (other than immaterial assets not to exceed $1000 in the aggregate) to a Credit Party, such evidence to be in form and substance satisfactory to the Administrative Agent; (v) copies of insurance policies or certificates of insurance of the New Subsidiaries evidencing liability and casualty insurance meeting the requirements set forth in the Credit Documents, including, but not limited to, naming the Administrative Agent as additional insured or loss payee on behalf of the Lenders; (vi) to the extent not previously delivered to the Administrative Agent, evidence of any merger of a Credit Party under the Prior Credit Agreement with and into another Credit Party under the Prior Credit Agreement, in form and substance satisfactory to the Administrative Agent; (vii) with respect to each leased location of a Credit Party (i) on which such Credit Party maintains in excess of $400,000 of inventory and (ii) for which the Administrative Agent in its sole discretion determines that a landlord consent is required, receipt by the Borrower Administrative Agent of all search a landlord consent from the respective landlord in form and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for substance satisfactory to the recording of the Mortgage Amendment referred to aboveAdministrative Agent; and (viii) all original executed note receivables owing to a Credit Party, together with duly executed allonges, in form and substance acceptable to the Administrative Agent, attached thereto. (e) Within 30 days after the Closing Date (or such later date as the Administrative Agent may agree), the Borrower shall deliver to the Administrative Agent, with respect to the Real Property on which each of the Executive Buildings is located, (i) a deed to secure debt and security agreement executed by the Borrower in favor of the Administrative Agent, in form and substance satisfactory to the Administrative Agent, (ii) duly executed UCC fixture financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent's sole discretion, to perfect the Administrative Agent's security interest in the Collateral described therein, (iii) an opinion of counsel to the Borrower in form and substance satisfactory to the Administrative Agent, (iv) a mortgagee title policy, in form and substance satisfactory to the Administrative Agent, together with such title endorsements as the Administrative Agent may require, (v) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement an appraiser from a qualified appraiser satisfactory to the title policy contemplated in this Section 6(bAdministrative Agent, (vi) 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 an environmental site assessment from an environmental consultant satisfactory to the title policy contemplated Administrative Agent, (viii) an ALTA survey, in this Section 6(b)form and substance satisfactory to the Administrative Agent and (ix) such other real estate collateral documentation as the Administrative Agent may require.

Post-Closing Requirements. Within ninety (90) days after the Sixth Amendment and Restatement 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 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).

Post-Closing Requirements. Within ninety one hundred twenty (90120) days after the Sixth 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 Sixth Fourth Amended and Restated Credit Agreement, 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 Sixth Fourth Amended and Restated Credit Agreement, 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 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 6(b4(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(b4(b).

Post-Closing Requirements. (a) Within ninety 120 days following the Closing Date (90) days after the Sixth Amendment and Restatement 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 Sixth Amended and Restated Credit Agreement, this 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 Sixth Amended and Restated Credit Agreement, this 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) 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:below; (iii) an An amendment to the existing Mortgage on each Real Property listed on Schedule 7.11 hereto (the “Mortgage Amendment”) in each case, as security for the Secured Obligations, subject only to reflect Permitted Encumbrances. Such Mortgage Amendments shall be granted substantially in the matters set forth in this Amendment, duly executed and acknowledged form to be reasonably agreed to by the applicable Credit PartyBorrower 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 form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as connection therewith shall be required paid in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion, addressed 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 the Secured Parties (as defined in the Security Agreement) covering, among other things, the enforceability priority of the applicable Lien of each such Mortgage as amended by Amendment on such Real Property (including delivery to the Administrative Agent of a datedown endorsement to the Mortgage Amendment (such opinion may take assumptions for any matters addressed in the Policy, and a 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 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 as of in its sole discretion), the date of such endorsement that the real property subject Company shall (or shall cause its Subsidiaries to), to the lien of such Mortgage is free and clear of extent required under the Security Agreement, deliver to the Administrative Agent 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 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 indemnification as shall be required to induce the title insurance company to issue the endorsement transfer or assignment in blank, 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 extent not delivered on the issuance of the endorsement to the title policy contemplated in this Section 6(b)Closing Date after commercially reasonable efforts.

Post-Closing Requirements. Within ninety (90) days after the Sixth Incremental Amendment and Restatement 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 Sixth Amended and Restated Credit Agreementthis 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 Sixth Amended and Restated Credit Agreementthis 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 validity, perfection and perfection priority of the lien of the Mortgage 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 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 opinionopinion or opinions, addressed to the Administrative Agent and the Secured Parties (as defined in the Security Agreement) covering, among other things, the enforceability enforceability, due authorization, execution and delivery of the applicable Mortgage 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)Amendment; (iii) a date down endorsement to the existing title policypolicy (or other title product where a date down endorsement is not available in the applicable jurisdiction), 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 (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 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)Permitted Liens; (iv) evidence of payment by the Borrower of all search and examination charges 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 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 contemplated in this Section 6(b(or other title product) 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).

Post-Closing Requirements. Within ninety one-hundred fifty (90150) days after the 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 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 Sixth Amended and Restated Credit Agreement, 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 Sixth Amended and Restated Credit Agreement, Agreement and the other documents executed in connection therewith, for the benefit of the Secured PartiesParties (as defined in the Security Agreement); orand (bii) such other documentation with respect a title search to each the applicable real property encumbered by a MortgageMortgage 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, 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 6(b) 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(b)6.

Post-Closing Requirements. Within ninety (90a) On or prior to the date that is 90 days after following the Sixth Amendment and Restatement Date, unless waived or Closing 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 Sixth Amended and Restated Credit Agreement, 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, 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, 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 action that the Administrative Agent and Collateral Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the Secured Parties (as defined property described 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)Post-Closing Mortgages has been taken; (iiiC) a date down endorsement to the existing title policy, which shall be in form and substance evidence that arrangements reasonably satisfactory to the Administrative Agent have been made for the issuance of a fully paid title insurance policy in respect of such properties subject to such Post-Closing Mortgages as the Administrative Agent, in consultation with the Borrower, shall reasonably require as being subject to title insurance, in form and substance, with endorsements and in amounts reasonably assure acceptable to the Administrative Agent as of and Collateral Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the date Administrative Agent and Collateral Agent, insuring such Mortgages in respect of such endorsement that property to be valid first and subsisting Liens on the real property subject to the lien of such Mortgage is described therein, free and clear of all defects (including, but not limited to, mechanics’ and encumbrances except those materialmen’s Liens) and encumbrances, excepting only Liens permitted under the Loan Documents, and providing for such Mortgage other affirmative insurance (including endorsements for future advances under the avoidance of doubt, Loan Documents and for title policies related to real property in Texas, mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the form T-38 endorsement and a title search shall satisfy this requirement)Administrative Agent may deem necessary or desirable; (ivD) evidence local counsel opinions regarding the due authorization, execution, delivery, and enforceability of payment by such Post-Closing Mortgages and such other matters concerning the Borrower of all search Loan Parties, the Post-Closing Mortgages and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of Loan Documents as 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)Administrative Agent may reasonably request.

Post-Closing Requirements. Within ninety (90) days after the Sixth Amendment and Restatement 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 Sixth Amended and Restated Credit Agreementthis 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 Sixth Amended and Restated Credit Agreementthis Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or 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 validity, perfection and perfection priority of the lien of the Mortgage 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 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 opinionopinion or opinions, addressed to the Administrative Agent and the Secured Parties (as defined in the Security Agreement) covering, among other things, the enforceability enforceability, due authorization, execution and delivery of the applicable Mortgage 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); Amendment; (iii) a date down endorsement to the existing title policypolicy (or other title product where a date down endorsement is not available in the applicable jurisdiction), 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 (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 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)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 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).

Post-Closing Requirements. Within ninety (90) 30 days after the Sixth Amendment and Restatement 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 of the lien created by Disclosure Letter or (ii) the Credit Parties’ non-affiliation with the debtor listed on such Mortgage as security for 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 Secured Obligations (as defined Disclosure Letter which is registered in the Mortgage), including the Secured Obligations evidenced by the Sixth Amended and Restated Credit Agreement, and the other documents executed name of a predecessor in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage)interest to Parent; and (yd) no other documentsevidence, 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, 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 satisfactory to the Administrative Agent, as shall confirm that each Credit Party has filed applications and taken any and all other actions reasonably necessary to register the enforceability, validity and perfection set or collection 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 Copyrights (as defined in the Security Agreement) covering, among other things, the enforceability relating to each item of the applicable Mortgage Software (as amended by the Mortgage Amendment (such opinion may take assumptions for any matters addressed defined in the local counsel opinion originally delivered Security Agreement), and each new major release of such Software, of such Credit Party constituting the Required Library (as defined in connection with the Mortgage); (iiiSecurity Agreement) 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 Closing Date, in good faith and in accordance with the procedures and regulations of the United States Copyright Office and in a manner sufficient to impart constructive notice 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)Credit Party’s ownership thereof.