This excerpt taken from the XIDE 8-K filed Mar 25, 2005.
Post Closing Matters
Within 90 days after the Closing Date with respect to paragraphs (i), (ii), (iii), (iv), (v) and (vii) below and within 120 days after the Closing Date with respect to paragraph (vi) below, the Initial Purchasers shall have received:
(i) fully executed counterparts of Mortgages (as defined in the Indenture) as appropriate, in form and substance reasonably satisfactory to the Initial Purchasers, which Mortgages shall cover the Mortgaged Property owned or leased by the Company as are designated on Annex A hereto, together with evidence that counterparts of the Mortgages, have been delivered to the title insurance company insuring the Lien (as defined in the Indenture) of such Mortgages for recording in all places to the extent necessary or, in the reasonable opinion of the Initial Purchasers, desirable to effectively create a valid and enforceable junior-priority mortgage Lien on each Mortgaged Property in favor of the Collateral Agent for the benefit of the Trustee and the holders of the Notes, securing the Obligations under the Indenture, the Notes and the Security Documents (provided that in jurisdictions that impose mortgage recording taxes, such Mortgages shall not secure indebtedness in an amount exceeding 100% of the fair market value of such Real Property, as reasonably determined, in good faith, by the Company and reasonably acceptable to the Initial Purchasers), subject to (i) those Liens, created by the Security Documents, (ii) those Liens, encumbrances, hypothecs and other matters affecting title to such Mortgaged Property and found reasonably acceptable by the Initial Purchasers, (iii) as to any particular Real Property at any time, such easements, encroachments, covenants, rights of way, minor defects, irregularities or encumbrances on title which could not reasonably be expected to materially impair such Mortgaged Property for the purpose for which it is held by the mortgagor or grantor thereof, or the Lien or hypothec held by the Collateral Agent, (iv) zoning and other municipal ordinances which are not violated in any material respect by the existing improvements and the present use made by the mortgagor or grantor thereof of the premises, (v) general real estate taxes and assessments not yet delinquent, (vi) such other similar items as the Initial Purchasers may consent to (such consent not to be unreasonably withheld), (vii) Permitted Exceptions (as such term is defined in the Credit Agreement) and (viii) the PBGC Liens (as defined in the Indenture);
(ii) with respect to each Mortgage intended to encumber a Mortgaged Property, a policy of title insurance (or commitment to issue
such a policy having the effect of a policy) having the effect of a policy in an amount not less than 100% of the fair market value of such Mortgaged Property as reasonably determined, in good faith, by the Company and reasonably acceptable to the Initial Purchasers, (such policies collectively, the Mortgage Policies) issued by such title insurers, which reasonably assures the Collateral Agent that the Mortgages, as the case may be, on such Mortgaged Properties are valid and enforceable junior priority mortgage Liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except the encumbrances described in clauses (i) through (vii) of subparagraph (i) above and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Initial Purchasers and shall include, as appropriate, to the extent available at commercially reasonably rates, an endorsement for future advances and for any and all other matters that the Collateral Agent may reasonably request, shall not include an exception for mechanics liens or creditors rights, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Initial Purchasers may reasonably request;
(iii) surveys, in form and substance reasonably satisfactory to the Initial Purchasers, of each Mortgaged Property designated as a Surveyed Property on Annex B hereto, dated a date acceptable to the Collateral Agent and certified in a manner reasonably satisfactory to the Initial Purchasers by a licensed professional surveyor reasonably satisfactory to the Initial Purchasers; it being understood that any surveys delivered in connection with requirements of the Credit Agreement shall be satisfactory to the extent such surveys shall be acceptable by the title insurance company to issue the coverage required pursuant to clause (ii) above;
(iv) duly authorized, fully executed, acknowledged and delivered subordination, nondisturbance and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates and such other documents relating to the Mortgages that the Initial Purchasers may reasonably request, it being understood that the foregoing shall be required to the extent the same was delivered in connection with the requirements in the Credit Agreement.
(v) proper fixture filings under the UCC on Form UCC-1 or the equivalent fully executed for filing under the UCC in the appropriate jurisdiction in which the Mortgaged Properties are located, desirable to perfect the security interests purported to be created by the Mortgage in favor of the Trustee for its benefits and for the benefit of the holders of the Notes; and
(vi) the opinions, addressed to the Initial Purchasers, of (1) Kirkland & Ellis LLP, special counsel to the Company or other special counsel or in-house counsel, as to the due authorization, execution and delivery of the Mortgages by the Company, and (2) local counsel in each jurisdiction where Mortgaged Property is located, each in form and substance reasonably satisfactory to the Initial Purchasers.
(vii) a pledge agreement under the law of the Netherlands providing for the pledge of 65% of the shares of Exide Global Holding Netherlands C.V. to the Trustee for the benefit of the Trustee and holders of the Notes and opinion of the Netherlands counsel with respect to such pledge agreement, in each case, inform and substance reasonably satisfactory to the Trustee.