|FORTERRA, INC. filed this Form 8-K on 06/11/2018|
typically apply in the underwriting of to-be-acquired real property, and (e) there shall be no Event of Default occurring at the time in question, then Landlord, within thirty (30) days after the submission of all reports and other information required hereunder (such thirty (30) day period is referred to in this Article as the “Consideration Period”) shall approve the substitution of the Replacement Property for the Replaced Property. Subject to the foregoing, in the event that Landlord fails to approve the proposed substitution, Landlord shall deliver to Tenant a written notice within ten (10) days following the expiration of the Consideration Period disapproving the proposed substitution and describing which of Landlord’s and/or Landlord’s Mortgagees’ conditions have not been satisfied. In the event of any such disapproval, Tenant shall have an additional fifteen (15) day period from and after the date Landlord’s disapproval notice is delivered to Tenant to submit any additional information or documentation to Landlord regarding satisfaction of the foregoing conditions. In the event all the foregoing conditions are still not satisfied, then Landlord shall deliver to Tenant a second written notice within ten (10) days following the expiration of such fifteen (15) day period disapproving the proposed substitution and describing which of said conditions have not been satisfied.
In the event Landlord approves the substitution of the Replacement Property for the Replaced Property, Tenant shall execute and deliver to Landlord such instruments and documents as Landlord shall reasonably require in connection therewith, including a registrable transfer, deed of sale or similar document, an amendment to this Lease, and an amended or new notice of lease (or similar instrument) covering the Replacement Property, and Landlord shall convey the Replaced Property to Tenant (or Tenant’s designee) as is, with all faults, without any express or implied warranties. Any substitution of a Replacement Property for a Replaced Property shall not alter any of the other obligations of Tenant under this Lease, including the Base Rent due from Tenant hereunder, except to the extent otherwise agreed by Landlord. Without limitation, Tenant shall be responsible for all Additional Rent (including real property taxes) regarding the Replaced Property up to the date of transfer. Tenant shall pay all reasonable out-of-pocket expenses paid or incurred by Landlord pursuant to this Section, including, (i) Landlord’s, Affiliates of Landlord’s and Landlord’s Mortgagees’ legal fees and expenses, any fees charged by Landlord’s Mortgagees for the release of the Replaced Property, the costs of any title policies (owner’s and/or lender’s) on the Replacement Property, registration costs, and, without limiting any of Tenant’s obligations set forth in Article 3 of this Lease, any sales, transfer, and other taxes and registration fees, and any taxes required to be withheld, which may be payable in connection with the conveyance of Replacement Property by Tenant or Replaced Property to Tenant (including any interest or penalties imposed with respect to the late payment of any such taxes), and (ii) such amount, which, when added to such payment, shall yield to Landlord (after deduction of all expenses payable by Landlord with respect to all such payments) a net amount which Landlord would have realized from such payment had no such expenses been incurred.
Section 32.01 Guarantor shall guaranty Tenant’s obligations under this Lease pursuant to the Guaranty Agreement substantially in the form of Exhibit F, executed and delivered to Landlord as of the Commencement Date (the “Guaranty”). In the event Guarantor shall cease to own, directly or indirectly, substantially all of the assets of Tenant, Guarantor shall deliver a Replacement Guaranty pursuant to Section 32.02 below.
Section 32.02 Notwithstanding anything to the contrary contained herein, including, but not limited to, the fact that Forterra, Inc. is being set forth as the “Guarantor” on the Commencement Date of this Lease (Forterra, Inc., in such capacity, the “Original Guarantor”), if at any time during the Lease Term, any change in the organizational structure of Original Guarantor or any Affiliate thereof shall occur or be contemplated, including, but not limited to, resulting from either (i) the transfer, merger, or other change of
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