Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. (b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien. (c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with: (i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders; (ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders; (iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and (v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 5 contracts
Samples: Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.)
Additional Material Real Estate Assets. (a) In Subject to the provisions of Section 5.17(b), in the event that any Credit Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Restatement Date becomes a Material Real Estate Asset, in each case (other than with respect to Asset as a Foreign Credit Party), located in the United Statesresult of improvements upon such property, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), such Credit Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in Section 5.11(c)5.11(b) with respect to each such Material Real Estate Asset, that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest Lien in such Material Real Estate Assets.
(b) ; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The Borrower shallinability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. Borrower, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a LienLien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.
(cb) In order to create in favor of the case Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in a Material Real Estate Asset referred to in as required by Section 5.11(a), the applicable Credit Loan Party shall provide promptly take such actions, and execute and deliver, or cause to be executed and delivered the Collateral Agent with Mortgages with respect following, in each case, to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed extent reasonably requested by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withAdministrative Agent:
(i) evidence that counterparts of any such Mortgage has been duly executeda fully executed and notarized Mortgage, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory applicable jurisdictions, encumbering such Material Real Estate Asset, subject to the Requisite Lendersproviso in the first sentence of Section 5.11(a);
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state jurisdiction in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state jurisdiction and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one Chicago Title Insurance Company or more another title companies company reasonably satisfactory acceptable to the Requisite Lenders Collateral Agent (the “Title Company”) with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than as reasonably agreed by the Fair Market Value Collateral Agent and the Borrower Representative insuring the fee simple title to or leasehold interest in, as applicable (and available), each of the Material Real Estate Assets vested in the applicable Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien on such Material Real Estate Asset encumbered thereby, each Mortgaged Propertywhich Title Policy, (A) shall include all endorsements reasonably requested by the Collateral Agent and available in each respective jurisdiction and (B) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence satisfactory to the Collateral Agent that the applicable Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (ii) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages with respect to such Material Real Estate Asset in the applicable real property records; together with a title report issued by a title company with respect thereto thereto, dated not more than thirty (30) days prior to the date of the creation of the Mortgage on such Material Real Estate Asset and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;Collateral Agent; and
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall (xi) be addressed to the Collateral Agent Agent, (ii) be completed by a company which has guaranteed the accuracy of the information contained therein, and (yiii) otherwise comply in all material respects with the Flood Program; (B) evidence describing whether the community in which each such Material Real Estate Asset is located participates in the Flood Program; (C) if the any Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the applicable Borrower’s written acknowledgment acknowledgement of receipt of written notification from the Collateral Agent (xi) as to the existence of each such Mortgaged Property Material Real Estate Asset, and (yii) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (CD) if any such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower applicable Loan Party has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements regulations of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestBoard of Governors.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Fmsa Holdings Inc), Credit and Guaranty Agreement (Fmsa Holdings Inc), Credit and Guaranty Agreement (Fmsa Holdings Inc)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material certain Real Estate Assets.
, within seventy-five (b75) The Borrower shall, at days following the request Closing Date (or such longer period of the Requisite Lenders, deliver, from time to time, acceptable to the Collateral Agent), Collateral Agent shall have received from Borrowers and the Lenders such appraisals as are required each applicable Guarantor, unless waived by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.in its reasonable discretion:
(ci) In the case of any Material fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset referred to listed in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset Schedule 5.11 (each, a “Mortgaged Property”); provided that with respect to Leasehold Property, as the case may be, within sixty (60) days (or mortgagor will only be required to use its commercially reasonable efforts to obtain such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite LendersMortgages;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii) in the case of each Leasehold Property, at the Administrative Agent’s reasonable discretion: (1) (A) a Landlord Consent and Estoppel (or an equivalent document in any non-U.S. jurisdiction) and (B) evidence that such Leasehold Property is a Recorded Leasehold Interest; or (2) a Landlord Personal Property Collateral Access Agreement; provided that the Credit Parties will only be required to use commercially reasonable efforts to obtain such Landlord Consent and Estoppel (or an equivalent document in any non-U.S. jurisdiction) or Landlord Personal Property Collateral Access Agreement;
(a) recent ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;; and
(ivv) (A) a completed Flood Certificate flood certifications with respect to all Mortgaged Properties and evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood Program; andBoard of Governors, in form and substance reasonably satisfactory to Collateral Agent.
(vb) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such surveysinterest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, abstractsfor the benefit of Secured Parties, then such Credit Party shall within sixty days following the date of such acquisition (or such longer period of time acceptable to the Collateral Agent), take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates (to the extent applicable in the relevant jurisdiction) similar to those described in Section 5.1(a) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. In addition to the foregoing, Borrowers shall, at the request of Collateral Agent, deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien, subject to the agreed upon Security Principles set forth on Schedule 1.1A.
(c) Notwithstanding the foregoing, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance with respect to, particular assets if, and other documents as for so long as, shall not be required if in the Requisite reasonable judgment of the Administrative Agent, the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent and Lenders further agree to use commercially reasonable efforts to assist the Credit Parties in minimizing any recording taxes that may reasonably requestbe payable with respect to any Mortgage.
Appears in 2 contracts
Samples: First Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.), First Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased by a Credit Party on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at including the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withfollowing:
(i) evidence that counterparts of any such Mortgage has been duly executedwith respect to owned Material Real Estate Assets,
(1) fully executed and notarized Mortgages, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lendersapplicable jurisdictions;
(ii2) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other customary matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiiA) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property Collateral Agent (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto in form and substance reasonably satisfactory to Collateral Agent, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
(iv4) (A) a completed Flood Certificate with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property Material Real Estate Asset and (y) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (C) if such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program;
(5) Administrative Agent shall have received reports and other information, in form, scope and substance satisfactory to Administrative Agent, regarding environmental matters relating to such Material Real Estate Asset; and
(v6) an ALTA survey of such surveysMaterial Real Estate Asset, abstractscertified to Collateral Agent; and
(ii) with respect to Leasehold Properties that are Material Real Estate Assets (unless otherwise agreed by Administrative Agent),
(1) a Landlord Consent and Estoppel; and
(2) evidence that such Leasehold Property is a Recorded Leasehold Interest. In addition to the foregoing, Borrower shall, at the request of Collateral Agent, deliver, from time to time, to Collateral Agent such appraisals and other documents as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. For the Requisite Lenders may reasonably requestavoidance of doubt, this Section 5.11 shall not apply with respect to real property owned by Non-Recourse Subsidiaries.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Terraform Global, Inc.), Credit and Guaranty Agreement (TerraForm Power, Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect Asset due to a Foreign Credit Party), located in the United States, material renovation of or addition to such Real Estate Assets and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then such Credit Loan Party shall promptly take all provide notice to the Administrative Agent of such actions and acquisition or event and, to the extent requested by the Administrative Agent or the Required Lenders, shall promptly (i) execute and deliverdeliver a first priority Mortgage, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the ratable benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
Parties, covering such real property, (ii) upon if requested by the reasonable request Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent (at the direction in connection with such Mortgage, each of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case foregoing in form and substance reasonably satisfactory to the Requisite Lenders;
Administrative Agent, and (iii) mortgagee title insurance policies or unconditional commitments therefor issued if requested by one or more title companies the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in Administrative Agent. In connection with the issuance of each Title Policy foregoing, no later than three (3) Business Days prior to the date on which a Mortgage is executed and all recording and stamp taxes (including mortgage recording and intangible taxes) payable delivered pursuant to this Section 5.11, in connection order to comply with recording the Mortgages for each Mortgaged Property in Flood Laws, the appropriate real estate records;
(iv) Administrative Agent shall have received the following documents: (A) a completed Flood Certificate with respect to each Mortgaged Propertystandard “life of loan” flood hazard determination form, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (“Loan Party Notice”) and (if applicable) notification to the applicable Loan Party that flood insurance coverage under the National Flood ZoneInsurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Borrowerapplicable Loan Party’s written acknowledgment of receipt of written notification from the Collateral Agent Loan Party Notice (xe.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) as if the Loan Party Notice is required to be given and, to the existence extent flood insurance is required by any applicable Requirement of such Mortgaged Property Law or any Lenders’ written regulatory or compliance procedures and (y) as to whether flood insurance is available in the community in which each Mortgaged Property the property is located is participating in located, a copy of one of the Flood Program; and (C) if following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, other evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of reasonably satisfactory to the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestAdministrative Agent.
Appears in 2 contracts
Samples: Revolving Credit and Guaranty Agreement (Fitbit Inc), Revolving Credit and Guaranty Agreement (Fitbit Inc)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured PartiesLenders, then such Credit Party Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, 54 CREDIT AND GUARANTY AGREEMENT agreements, opinions and certificates, certificates (including the items specified any Phase I's that may be requested) similar to those described in Section 5.11(cSECTIONS 3.1(h), and 3.1(i) with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured PartiesLenders, a valid and, subject to any filing and/or recording referred to herein, perfected Landlord/Operator Consent and Waiver (in the case of leased sites) and a First Priority security interest Lien (in the case of owned sites) in such Material Real Estate Assets.
(b) The Borrower . In addition to the foregoing, Company shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Taleo Corp), Credit and Guaranty Agreement (Taleo Corp)
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party Loan Party, no later than 90 days after acquiring such Material Real Estate Asset, or no later than 90 days after a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset (in each case, or such later date as may be agreed by the Collateral Agent), shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all with respect to such mortgagesMaterial Real Estate Asset, (i) a Mortgage, (ii) an opinion of counsel in the jurisdiction where such Material Real Estate Asset is located with respect to the enforceability of such Mortgage and such other reasonable and customary matters as the Collateral Agent may request, (iii) a mortgagee policy of title insurance (or a marked up title insurance commitment having the effect of a mortgagee policy of title insurance) issued by a title company reasonably satisfactory to Collateral Agent, in an amount not less than the fair market value of such Material Real Estate Asset, insuring the Lien of such Mortgage as a valid First Priority security interest on such Material Real Estate Asset, and (iv) such other customary documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), certificates as are reasonably requested by Collateral Agent with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The . In addition to the foregoing, Borrower shall, at the request of the Requisite Required Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In . Notwithstanding anything to the case of contrary set forth in this Agreement or in any Material other Loan Document, in no event shall any Loan Party be required to deliver a Mortgage with respect to any Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes that is not a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Tax, Inc.), Credit Agreement (Liberty Tax, Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in such Material certain Real Estate Assets.
, within seventy-five (b75) The Borrower shall, at days following the request Closing Date (or such longer period of the Requisite Lenders, deliver, from time to time, acceptable to the Collateral Agent), Collateral Agent shall have received from Borrower and the Lenders such appraisals as are required each applicable Guarantor, unless waived by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.in its reasonable discretion:
(ci) In the case of any Material fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset referred to listed in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset Schedule 5.11 (each, a “Mortgaged Property”); provided that with respect to Leasehold Property, as the case may be, within sixty (60) days (or mortgagor will only be required to use its commercially reasonable efforts to obtain such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite LendersMortgages;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii) in the case of each Leasehold Property, at the Administrative Agent’s reasonable discretion: (1) (A) a Landlord Consent and Estoppel and (B) evidence that such Leasehold Property is a Recorded Leasehold Interest; or (2) a Landlord Personal Property Collateral Access Agreement; provided that the Credit Parties will only be required to use commercially reasonable efforts to obtain such Landlord Consent and Estoppel or Landlord Personal Property Collateral Access Agreement;
(a) recent ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;; and
(ivv) (A) a completed Flood Certificate flood certifications with respect to all Mortgaged Properties and evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood Program; andBoard of Governors, in form and substance reasonably satisfactory to Collateral Agent.
(vb) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such surveysinterest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, abstractsfor the benefit of Secured Parties, then such Credit Party shall within sixty days following the date of such acquisition (or such longer period of time acceptable to the Collateral Agent), take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates (to the extent applicable in the relevant jurisdiction) similar to those described in Section 5.1(a) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected Second Priority security interest in such Material Real Estate Assets. In addition to the foregoing, Borrower shall, at the request of Collateral Agent, deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.
(c) Notwithstanding the foregoing, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance with respect to, particular assets if, and other documents as for so long as, shall not be required if in the Requisite reasonable judgment of the Administrative Agent, the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent and Lenders further agree to use commercially reasonable efforts to assist the Credit Parties in minimizing any recording taxes that may reasonably requestbe payable with respect to any Mortgage.
Appears in 2 contracts
Samples: Second Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.), Second Lien Credit and Guaranty Agreement (Arizona Chemical Ltd.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a any Real Estate Asset owned or leased on the Closing Date or acquired thereafter becomes a Material Real Estate AssetAsset due to the construction of improvements thereon following the Closing Date or the acquisition thereof, in each case (other than with respect to a Foreign Credit Party), located in the United Statesas applicable, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgagesMortgages, documentsdocuments (including environmental reports), instruments, agreements, opinions and certificates, including the items specified those which are similar to those described in Section 5.11(c), 3.01(h) and Section 5.12(d) with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest Lien in such Material Real Estate Assets.
; provided that no such Lien shall be required to be granted as contemplated by this Section 5.11 on any owned Real Estate Asset or fixtures the acquisition of which is financed, or is to be financed in whole or in part through the incurrence of Indebtedness permitted by Section 6.01(n) or Section 6.09 until such Indebtedness is repaid in full (bwithout giving effect to any refinancing thereof) The or, as the case may be, the Borrower determines not to proceed with such financing or refinancing. In addition to the foregoing, the Borrower shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Material Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In Lien to the case extent that Borrower or any other party has a copy of any Material Real Estate Asset referred to in Section 5.11(a), the appraisal and is permitted by the applicable Credit Party shall provide the third party appraisers and/or lenders to deliver a copy to Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestAgent.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Hologic Inc), Credit and Guaranty Agreement (Gen Probe Inc)
Additional Material Real Estate Assets. (a) In the event that that, after the Closing Date, any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then, promptly, and in any event within 45 days (as may be extended by the Collateral Agent in its sole discretion)of such Credit Party acquiring such Material Real Estate Asset, or promptly, and in any event within 45 days (as may be extended by the Collateral Agent in its sole discretion) after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such the following actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request each case with respect to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in each such Material Real Estate Assets.Asset:
(a) (A) a fully duly executed, delivered and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each such Material Real Estate Asset, and (B) such documents, UCC financing statements, certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing of such Mortgage, or the granting of such mortgage Lien, in each case in form and substance reasonably satisfactory to Collateral Agent;
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to (A) the due authorization, execution and delivery of the Mortgage, (B) the enforceability of the form(s) of Mortgages Mortgage to be recorded in such state in respect of such Material Real Estate Asset and (C) such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiiA) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent insuring the Requisite Lenders with respect to Lien of such Mortgage as a valid First Priority Lien on each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with (i) a title report issued by a title company with respect thereto thereto, dated not more than thirty days prior to the date such Material Real Estate Asset was acquired or became a Material Real Estate Asset, as applicable, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, and (ii) such customary endorsements, coinsurance and reinsurance in connection therewith, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all applicable recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
(ivd) (A) a completed Flood Certificate evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent;
(e) ALTA surveys of each such Material Real Estate Asset, certified to Collateral Agent and dated not more than thirty days prior to the date such Real Estate Asset was acquired or became a Material Real Estate Asset, as applicable, sufficient for all standard survey exceptions to be removed under the relevant Title Policy required under clause (c) above (unless the applicable Credit Party is able to obtain a Title Policy in respect of such Material Real Estate Asset and the Collateral Agent otherwise determines (and the Collateral Agent may rely on the decision of the Requisite Lenders in making such determination) that such ALTA survey is not reasonably required); and
(vf) all such surveysother applicable documents, abstractsinstruments, appraisals agreements, opinions and other documents as certificates with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the Requisite Lenders may reasonably requestbenefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected and continuing First Priority security interest in such Material Real Estate Assets.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (fuboTV Inc. /FL), Credit and Guaranty Agreement (FaceBank Group, Inc.)
Additional Material Real Estate Assets. In the event, and subject to the Agreed Security Principles, that (a) In the event that any Credit Party acquires a Material Real Estate Asset acquired by any Loan Party after the Closing Date or a (b) any Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United StatesMortgaged Properties, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified those which are similar to those described in Section 5.11(c), Schedule 5.14 with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower ; provided that the Collateral Agent and the Borrowers agree to exclude such Material Real Estate Asset from the Collateral and the Borrowers shall not be required to deliver any additional Security Documents if in each case, as reasonably determined by the Collateral Agent in writing, the cost of obtaining or perfecting a security interest is excessive in relation to the benefit afforded to the Lenders thereby or the Term Loan Agent or the Senior Representative determines not to include such Real Estate Assets in the Collateral or to not require delivery of any Mortgages, opinions of counsel, Title Policies or Surveys. In addition to the foregoing, the Borrowers shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders Agent, such appraisals as are required by law or regulation any Requirement of Law of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In . For the case avoidance of doubt, with respect to any Material Real Estate Asset referred acquired after the Closing Date, unless required pursuant to in this Section 5.11(a)5.11, the applicable Credit no Loan Party shall provide the Collateral Agent with Mortgages with respect be required to such Real Estate Asset (each, take any actions to xxxxx x Xxxx or perfect a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date Lien in a Real Estate Asset owned or leased on the Closing Date becomes that is not a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 2 contracts
Samples: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset Asset, or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United StatesMortgaged Properties, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified those which are similar to those described in Section 5.11(c), 3.1(g) with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
; provided that (a) the Collateral Agent and the Borrower agree to exclude such Material Real Estate Asset from the Collateral and the Borrower shall not be required to deliver any additional Collateral Documents if in each case, as reasonably determined by the Collateral Agent in writing, the cost of obtaining or perfecting a security interest is excessive in relation to the benefit afforded to the Lenders thereby (b) The solely in respect of Leasehold Properties that are Material Real Estate Assets, the applicable Credit Party shall only be obligated to use commercially reasonable efforts to meet its obligations under this Section 5.11. In addition to the foregoing, Borrower shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders Agent, such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In . For the case avoidance of doubt, with respect to any Material Real Estate Asset referred acquired or leased after the Closing Date, unless required pursuant to in this Section 5.11(a)5.11, the applicable no Credit Party shall provide the Collateral Agent with Mortgages with respect be required to such Real Estate Asset (each, take any actions to xxxxx x Xxxx or perfect a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date Lien in a Real Estate Asset owned or leased on the Closing Date becomes that is not a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Tronox LTD), Credit and Guaranty Agreement (Tronox LTD)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset Asset, or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United StatesMortgaged Properties, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified (x) those which are similar to those described in Section 5.11(c)3.1(g) with respect to each such Material Real Estate Asset and (y) with respect to any Leasehold Property that is a Material Real Estate Asset located in the United States or in another jurisdiction where the documents set forth in this clause (y) are reasonably customary, a Landlord Consent and Estoppel and evidence that such Leasehold Property is a Recorded Leasehold Interest, that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
; provided that (a) the Collateral Agent and the Borrower agree to exclude such Material Real Estate Asset from the Collateral and the Borrower shall not be required to deliver any additional Collateral Documents if in each case, as reasonably determined by the Collateral Agent in writing, the cost of obtaining or perfecting a security interest is excessive in relation to the benefit afforded to the Lenders thereby (b) The solely in respect of Leasehold Properties that are Material Real Estate Assets, the applicable Credit Party shall only be obligated to use commercially reasonable efforts to meet its obligations under this Section 5.11. In addition to the foregoing, Borrower shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders Agent, such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In . For the case avoidance of doubt, with respect to any Material Real Estate Asset referred acquired or leased after the Second Amendment Effective Date, unless required pursuant to in this Section 5.11(a)5.11, the applicable no Credit Party shall provide the Collateral Agent with Mortgages with respect be required to such Real Estate Asset (each, take any actions to xxxxx x Xxxx or perfect a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date Lien in a Real Estate Asset owned or leased on the Closing Date becomes that is not a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Tronox LTD), Credit and Guaranty Agreement (Tronox LTD)
Additional Material Real Estate Assets. (a) In the event that that, after the Closing Date, any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then, contemporaneously with such Credit Party acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such the following actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request each case with respect to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in each such Material Real Estate Assets.Asset:
(a) a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each such Material Real Estate Asset;
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages Mortgage to be recorded in such state in respect of such Material Real Estate Asset and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiiA) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto thereto, dated not more than thirty days prior to the date such Real Estate Asset was acquired or became a Material Real Estate Asset, as applicable, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all applicable recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
(ivd) (A) a completed Flood Certificate evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent;
(e) ALTA surveys of each such Material Real Estate Asset, certified to Collateral Agent and dated not more than thirty days prior to the date such Real Estate Asset was acquired or became a Material Real Estate Asset, as applicable (unless the applicable Credit Party is able to obtain a Title Policy in respect of such Material Real Estate Asset and the Collateral Agent otherwise determines (and the Collateral Agent may rely on the decision of the Requisite Lenders in making such determination) that such ALTA survey is not reasonably required); and
(vf) all such surveysother applicable documents, abstractsinstruments, appraisals agreements, opinions and other documents as certificates with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the Requisite Lenders may reasonably requestbenefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected and continuing First Priority security interest in such Material Real Estate Assets.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (RLJ Entertainment, Inc.), Credit and Guaranty Agreement (RLJ Entertainment, Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or (any such occurrence, a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party“Trigger Event”), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliverdeliver to Collateral Agent, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:):
(i) evidence that counterparts of any such Mortgage has been duly executedwithin 30 days after the Trigger Event, acknowledged a fully executed and delivered and such Mortgage is notarized Mortgage, in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lendersapplicable jurisdictions;
(ii) upon within 30 days after the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders)Trigger Event, an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii) as soon as reasonably practical, but in no event later than 60 days after the Trigger Event, (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Property, together with a title report issued by a title company with respect thereto thereto, dated not more than thirty days prior to the Trigger Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate as soon as reasonably practical, but in no event later than 60 days after the Trigger Event, evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and
(v) as soon as reasonably practical following Collateral Agent’s request therefor, but in no event later than 60 days following such surveys, abstracts, appraisals and other documents request (or such later time as the Collateral Agent reasonably agrees if Company or the applicable Subsidiary is diligently attempting to obtain such survey), ALTA surveys of all Mortgaged Properties, certified to Collateral Agent.
(b) In addition to the foregoing, such Credit Party shall, at the request of Requisite Lenders may reasonably requestLenders, deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Material Real Estate Assets with respect to which Collateral Agent has been granted a Lien.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Entravision Communications Corp)
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party acquires a Material Real Estate Asset located in the United States or a Real Estate Asset owned or leased on the Closing Date and located in the United States becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party Loan Party, no later than 90 days after acquiring such Material Real Estate Asset, or no later than 90 days after a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset (in each case, or such later date as may be agreed by the Collateral Agent), shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all with respect to such mortgagesMaterial Real Estate Asset, documents(i) a Mortgage, instruments(ii) an opinion of counsel in the jurisdiction where such Material Real Estate Asset is located with respect to the enforceability of such Mortgage and such other reasonable and customary matters as the Collateral Agent may reasonably request, agreements, opinions and certificates, including (iii) a mortgagee policy of title insurance (or a marked up title insurance commitment having the items specified in Section 5.11(c), that the Requisite Lenders shall effect of a mortgagee policy of title insurance) issued by a title company reasonably request satisfactory to create in favor of the Collateral Agent, for in an amount not less than the benefit fair market value of Secured Partiessuch Material Real Estate Asset, insuring the Lien of such Mortgage as a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in on such Material Real Estate Assets.
(b) The Asset. In addition to the foregoing, Borrower shall, at the request of the Requisite Required Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any ; provided, however, that in no event shall Borrower be required to deliver an appraisal to Collateral Agent for a particular Material Real Estate Asset referred more than once in any given calendar year. Notwithstanding anything to the contrary set forth in Section 5.11(a)this Agreement or in any other Loan Document, the applicable Credit in no event shall any Loan Party shall provide the Collateral Agent with Mortgages be required to deliver a Mortgage with respect to such any Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes that is not a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In Subject to Section 5.13, in the event that any Credit Party (other than a PRC Subsidiary) acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date by any Credit Party (other than a PRC Subsidiary) becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly (provided that such action would not result in any breach of any applicable law or regulation) take all such actions and execute and deliver, or cause to be executed and delivered, each of the following documents:
(a) fully executed documentation, which shall be in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create Material Real Estate Asset with a first-priority Lien in favor of Collateral Agent;
(b) if requested by the Collateral Agent, for the benefit an opinion of Secured Parties, a valid and, subject counsel (which counsel shall be reasonably satisfactory to any filing and/or recording referred to herein, perfected First Priority security interest Collateral Agent) in each jurisdiction in which such Material Real Estate Assets.Assets are located with respect to the enforceability of the form(s) of the Collateral Documents covering such Material Real Estate Assets and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; and
(bc) The in the case of each Leasehold Property that is a Material Real Estate Asset, and only if such can be obtained by such Credit Party after using its commercially reasonable efforts, (1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest. In addition to the foregoing, Borrower shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on after the Closing Date becomes a Date, within 90 days (or such longer period agreed to by the Administrative Agent) of acquiring such Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in Section 5.11(c), 3.1(h) and 5.11(b) with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shallIn order to create in favor of Collateral Agent, at for the request benefit of the Requisite LendersSecured Parties, deliver, from time to time, to the Collateral Agent a valid and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of perfected First Priority security interest in any Material Real Estate Asset referred to in Section 5.11(a)Assets, the applicable relevant Credit Party shall provide the deliver to Administrative Agent and Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withAgent:
(i) evidence that counterparts of any such Mortgage has been duly executedfully executed and notarized Mortgages, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lendersapplicable jurisdictions, encumbering such Material Real Estate Asset;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii) (aA) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto thereto, dated not more than thirty days prior to execution of the Mortgage and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the any Mortgages for each Mortgaged Property Material Real Estate Asset in the appropriate real estate records;
(iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent;
(v) ALTA surveys of such Material Real Estate Asset, certified to Collateral Agent and dated not more than thirty days prior to execution of the relevant Mortgage; and
(vvi) such surveys, abstracts, appraisals reports and other documents information, in form, scope and substance satisfactory to Administrative Agent, regarding environmental matters relating to such Material Real Estate Asset, which reports shall include a Phase I report for each Material Real Estate Asset specified by Administrative Agent.
(c) In addition to the foregoing, Borrower shall, at the reasonable request of Required Lenders, deliver, from time to time, to Administrative Agent such appraisals as the Requisite Lenders may reasonably requestare required by law or regulation of Material Real Estate Assets with respect to which Collateral Agent has been granted a Lien.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Waitr Holdings Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party acquires a Material any Real Estate Asset Property (including fee or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (leasehold interests but other than with respect to a Foreign Credit Party), located in the United States, Excluded Leased Real Property) and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then the Borrower shall, or shall cause such Credit other Loan Party shall promptly to, within forty-five (45) Business Days (or such longer period as may be agreed to by the Administrative Agent) after acquiring such Real Property, take 108 all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documentsassignments of leases and rents, instrumentstitle insurance policies, agreementsflood insurance, opinions and surveys, landlord estoppel certificates, including legal opinions, subordination, non-disturbance and attornment agreements and other instruments and agreements similar to those required on the items specified in Closing Date under Section 5.11(c4.01(d), Section 4.01(e), Section 4.01(l), Section 4.01(m), Section 4.01(n), Section 4.01(o) and Section 4.01(bb) with respect to each such Real Property that the Requisite Lenders Administrative Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority first priority security interest in such Material Real Estate Assets.
Property (b) The subject to Senior Permitted Liens). In addition to the foregoing, the Borrower shall, or shall cause such other Loan Party to, at the request of the Requisite Required Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets Property with respect to which the Collateral Agent has been granted a Lien.
. Notwithstanding anything to the contrary in this Section 5.12, the Loan Parties shall not be required to (ca) In take the case actions necessary to grant a perfected security interest in, or (b) obtain title insurance policies with respect to, the Excluded Leased Real Property or any Property acquired after the Closing Date to the extent that the Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of taking such actions or obtaining such policies. Additionally, following the acquisition of any Material Real Estate Asset referred to in Section 5.11(a)Property by a Loan Party, the applicable Credit Party definitions, exhibits and schedules to this Agreement and any other Loan Document (including the Disbursement Agreements) related to descriptions of Real Property shall provide be deemed amended to the Collateral Agent extent necessary to reflect such acquisition. Notwithstanding anything to the contrary in this Section 5.12, in the event Empire Sub II enters into an XXX Lease Agreement or an XXX Leaseback Agreement with Mortgages the XXX with respect to such Real Estate Asset (eachthe Entertainment Village, a “Mortgaged Property”)the Borrower shall promptly cause Empire Sub II and shall use commercially reasonable efforts to cause the XXX to enter into one or more Mortgages, as substantially in the case may beform of Exhibit C-5, within sixty (60) days with respect thereto but shall not otherwise be required to take any other action, execute or deliver (or such longer period as shall cause to be agreed executed or delivered) any other instrument or agreement or take or cause to be taken any other action pursuant to this Section 5.12 unless reasonably requested by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at provided in no event shall the direction of the Requisite Lenders)Borrower be required to purchase title insurance policies, an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located obtain estoppel certificates or provide updated surveys with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”thereto), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased by a Credit Party on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at including the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withfollowing:
(i) evidence that counterparts of any such Mortgage has been duly executedwith respect to owned Material Real Estate Assets,
(1) fully executed and notarized Mortgages, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lendersapplicable jurisdictions;
(ii2) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other customary matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiiA) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property Collateral Agent (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto in form and substance reasonably satisfactory to Collateral Agent, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
(iv4) (A) a completed Flood Certificate with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property Material Real Estate Asset and (y) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (C) if such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program;
(5) Administrative Agent shall have received reports and other information, in form, scope and substance satisfactory to Administrative Agent, regarding environmental matters relating to such Material Real Estate Asset; and
(v6) an ALTA survey of such surveysMaterial Real Estate Asset, abstractscertified to Collateral Agent; and
(ii) with respect to Leasehold Properties (unless otherwise agreed by Administrative Agent),
(1) a Landlord Consent and Estoppel; and
(2) evidence that such Leasehold Property is a Recorded Leasehold Interest. In addition to the foregoing, Borrower shall, at the request of Collateral Agent, deliver, from time to time, to Collateral Agent such appraisals and other documents as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. For the Requisite Lenders may reasonably requestavoidance of doubt, this Section 5.11 shall not apply with respect to real property owned by Non-Recourse Subsidiaries.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (TerraForm Power, Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party Holding Company or any of its Subsidiaries acquires or leases (including a new or replacement lease with respect to an existing lease, except as otherwise permitted by Collateral Agent in its sole discretion) a Material Real Estate Asset or a after the Closing Date, then, no later than thirty (30) days following the date such Material Real Estate Asset owned was acquired or leased, each Holding Company shall, and shall cause each of their respective Subsidiaries to: (a) with respect to each leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect deliver to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the a Landlord Personal Property Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages Access Agreement with respect to such Real Estate Asset (eachleased location, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed duly executed by the Requisite Lenderslandlord thereof; or (b) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset with respect to any owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
, deliver to Collateral Agent: (i) evidence that counterparts of any such Mortgage has been duly executedfully executed and notarized Mortgages, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
applicable jurisdictions, encumbering such owned Material Real Estate Asset; (ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders)except as otherwise permitted by Collateral Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state jurisdiction in which a Mortgaged Property such owned Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state jurisdiction and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
Collateral Agent; (iii) except as otherwise permitted by Collateral Agent in its sole discretion, (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such owned Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch owned Material Real Estate Asset, together with a title report issued by a title company with respect thereto thereto, dated not more than thirty (30) days prior to the acquisition of such owned Material Real Estate Asset and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party Holding Company or such Subsidiary, as applicable, has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages Mortgage for each Mortgaged Property such owned Material Real Estate Asset in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Newtek Business Services Corp.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset after the Closing Date or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party Party, within 45 days of acquiring such Material Real Estate Asset (or such later date agreed to by Collateral Agent), or promptly after a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all the following documents with respect to each such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.:
(ba) The Mortgages, duly executed by the appropriate Credit Party, together with:
(i) evidence that counterparts of the Mortgages have been either (x) duly recorded on or before the Closing Date or (y) duly executed, acknowledged and delivered in form suitable for filing or recording, in all filing or recording offices that Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of Collateral Agent for the benefit of Secured Parties and that all filing and recording taxes and fees have been paid,
(ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amount acceptable to Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Credit Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as Administrative Agent may deem necessary or desirable,
(iii) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the Closing Date, certified to Administrative Agent and the issuer of the Mortgage Policies in a manner satisfactory to Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to Administrative Agent,
(iv) estoppel and consent agreements, in form and substance satisfactory to Administrative Agent, executed by each of the lessors of the leased real properties listed on Schedule 4.13 hereto, along with (x) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the owner of the affected real property, as lessor, (y) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable, in Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest or (z) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form satisfactory to Administrative Agent,
(v) estoppel certificates executed by all tenants of the leased real properties listed on Schedule 4.13 hereto,
(vi) evidence of the insurance required by the terms of the Mortgages,
(vii) an appraisal of each of the properties described in the Mortgages complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, which appraisals shall be from a Person acceptable to the Lender Parties and otherwise in form and substance satisfactory to the Lender Parties, and
(viii) such other consents, agreements and confirmations of lessors and third parties as Administrative Agent may deem necessary or desirable and evidence that all other actions that Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken. In addition to the foregoing, Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Aurora Diagnostics Holdings LLC)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset Asset, or a Real Estate Asset owned or leased on as of the Closing Date which is not subject to a Mortgage becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Second Priority Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, then (in either such case) such Credit Party shall promptly Party, as soon as practical after and, in any event, no later than 90 days (subject to extensions in the reasonable discretion of the Administrative Agent) after, acquiring such Material Real Estate Asset or such Real Estate Asset owned as of the Closing Date becoming a Material Real Estate Asset, will, at its expense, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, fixture filings, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in Section 5.11(c)Sections 3.1(g) and 5.17 with respect to each such Material Real Estate Asset, that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest Lien in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, in such Material Real Estate Assets and to the extent obtained by any Credit Party for any such Material Real Estate Assets.
(b) The Borrower shall, a Phase I Report with respect thereto. In addition to the foregoing, each Credit Party will, at the request of the Administrative Agent or the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Revolving Secured Parties. Notwithstanding anything to the contrary contained above in this Section 5.11, actions required by the applicable Credit Party to perfect the Collateral Agent’s security interest on behalf of the Revolving Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory any real property Collateral shall not be required to be taken by any Credit Party to the Requisite Lenders;
extent that (iiI) upon the Borrower has made a reasonable request of therefore to the Administrative Agent, (II) the Administrative Agent (at has reasonably determined that the direction incremental costs of perfecting the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company security interest with respect thereto and copies materially exceeds the practical benefits of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) perfected security interest afforded thereby and (BIII) evidence reasonably satisfactory no such steps are being taken to the Requisite Lenders that perfect such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums security interests in respect of the title company and all other sums required in connection with Secured Notes or the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestAdditional Secured Notes.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (REV Group, Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect order to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents create in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any each Material Real Estate Asset referred to listed in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may beSchedule 5.10, within sixty (60) 90 days (following the Closing Date or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on time following the Closing Date becomes a Material Real Estate Asset) together withas may be acceptable to Collateral Agent, Collateral Agent shall have received from Borrower and each applicable Guarantor, unless waived by Collateral Agent in its reasonable discretion, the documents set forth below:
(i) evidence that counterparts of any such Mortgage has been duly executeda fully executed and notarized Mortgage, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate place in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lendersapplicable jurisdiction, encumbering such Material Real Estate Asset;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent (it being understood and agreed that, if the Requisite Lendersmortgagor or trustor or comparable party under any such Mortgage is organized in a state other than the state in which such Material Real Estate Asset is located, counsel shall be entitled to either assume the due authorization of execution and delivery of such Mortgage or rely on an opinion of counsel delivered pursuant to Section 3.1 of this Agreement with respect to the same);
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders (A) a lender’s Title Policy with respect to each Mortgaged Property (each, a “Title Policy”)such Material Real Estate Asset, in amounts an amount not less than the Fair Market Value fair market value, as reasonably determined by the Borrower in good faith and without requirement of each Mortgaged Propertydelivery of an appraisal or other third-party valuation, of such Real Estate Asset, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood Collateral Agent and insuring that any exceptions listed in Collateral Agent has a Title Policy constituting Permitted Liens First Priority mortgage lien on such Material Real Estate Asset together with such endorsements as Collateral Agent shall be satisfactory) reasonably require, and (B) evidence reasonably satisfactory to Collateral Agent that the Requisite Lenders that such applicable Credit Party has paid to the title company or to the appropriate Governmental Authorities all reasonable expenses and premiums of the title company and all other sums required in connection with the issuance of each such Title Policy and all recording and stamp taxes Taxes (including mortgage recording and intangible taxesTaxes) payable in connection with recording the Mortgages Mortgage for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the Borrower’s 's written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of a Mortgage on such Mortgaged Property Material Real Estate Asset and (y) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (C) if such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and (D) if such Material Real Estate Asset is located in a Flood Zone and is located in a community that does not participate in the Flood Program, evidence that Borrower has obtained private flood insurance that is in compliance with all applicable regulations or, in the absence of regulations, is otherwise in form and substance reasonably satisfactory to Collateral Agent; and
(v) existing ALTA surveys (or survey updates) and applicable “survey affidavits of no-change” in a form acceptable to the issuing title company or, if there is no existing ALTA survey, then an ALTA survey reasonably satisfactory to Collateral Agent for all Mortgaged Properties, certified to Collateral Agent, together with customary owner’s affidavits with respect to all Mortgaged Properties in form and substance reasonably satisfactory to the issuing title company.
(a) (b) In the event that any U.S. Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset and such surveysinterest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, abstractsfor the benefit of the Secured Parties, appraisals then such U.S. Credit Party shall within 90 days following the date of such acquisition (or such longer period of time as may be acceptable to Collateral Agent), take all such actions and execute and deliver, or cause to be executed and delivered, those documents set forth or contemplated by Section 5.10(a), as applicable, including:
(i) fully executed and notarized Mortgage, in proper form for recording in the appropriate place in the applicable jurisdiction, encumbering such Material Real Estate Asset;
(ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which such Material Real Estate Asset is located with respect to the enforceability of the Mortgages to be recorded in such state and such other documents matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent (it being understood and agreed that, if the mortgagor or trustor or comparable party under any such Mortgage is organized in a state other than the state in which such Material Real Estate Asset is located, counsel shall be entitled to assume the due authorization of execution and delivery of such Mortgage);
(iii) (A) a lender’s Title Policy with respect to such Material Real Estate Asset, in an amount not less than the fair market value, as reasonably determined by the U.S. Borrower in good faith and without requirement of delivery of an appraisal or other third-party valuation, of such Material Real Estate Asset, together with copies of all recorded documents listed as exceptions to title or otherwise referred to therein, in form and substance reasonably satisfactory to Collateral Agent and insuring that Collateral Agent has a First Priority mortgage lien on such Material Real Estate Asset together with such endorsements as Collateral Agent shall reasonably require, and (B) evidence reasonably satisfactory to Collateral Agent that the applicable Credit Party has paid to the title company or to the appropriate Governmental Authorities all reasonable expenses and premiums of the title company and all other sums required in connection with the issuance of such Title Policy and all recording and stamp Taxes (including mortgage recording and intangible Taxes) payable in connection with recording the Mortgage for such Material Real Estate Asset in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect such Material Real Estate Asset, which Flood Certificate shall be addressed to Collateral Agent and otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Material Real Estate Asset is located in a Flood Zone, Borrower'sU.S. Borrower’s written acknowledgment of receipt of written notification from Collateral Agent (x) as to the existence of a Mortgage on such Material Real Estate Asset and (y) as to whether the community in which such Material Real Estate Asset is located is participating in the Flood Program; (C) if such Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that U.S. Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and (D) if such Material Real Estate Asset is located in a Flood Zone and is located in a community that does not participate in the Flood Program, evidence that U.S. Borrower has obtained private flood insurance that is in compliance with all applicable regulations or, in the absence of regulations, is otherwise in form and substance reasonably satisfactory to Collateral Agent; and
(v) an existing ALTA survey (or survey update) and applicable "“survey affidavits of no-change"” in a form acceptable to the issuing title company or, if there is no existing ALTA survey, then an ALTA survey reasonably satisfactory to Collateral Agent for such Material Real Estate Asset, certified to Collateral Agent, together with customary owner'sowner’s affidavits with respect to such Material Real Estate Asset in form and substance reasonably satisfactory to the issuing title company. In addition to the foregoing, U.S. Borrower shall, at the request of Collateral Agent, deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien; provided, that unless an Event of Default exists, Collateral Agent shall not request such appraisals in respect of any Material Real Estate Asset more than once per calendar year and provided, further, that the Collateral Agent shall request no such appraisals unless required by law or regulation.
(c) Notwithstanding the foregoing, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets shall not be required if and for so long as Collateral Agent determines that the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance, legal opinions or other deliverables in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. Administrative Agent and Lenders further agree to use commercially reasonable efforts to assist the Credit Parties in minimizing any recording Taxes that may be payable with respect to any Mortgage. The Collateral Agent may grant extensions of time for the creation and perfection of Mortgage Liens in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular Material Real Estate Assets where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that Company or any Credit Party Guarantor Subsidiary acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then Company or such Credit Party Guarantor Subsidiary, within sixty (60) days (or such longer period as may be agreed by Administrative Agent) after acquiring such Material Real Estate Asset, shall promptly take all such reasonable and customary actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions the flood hazard determination required by Section 3.1(i) and certificates, including evidence of flood insurance coverage as required by applicable law and the items specified in Section 5.11(cfollowing: (i) a fully executed and notarized Mortgage (together with UCC-1 fixture filings if requested by Administrative Agent), that the Requisite Lenders in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Material Real Estate Asset, which Mortgage shall reasonably request to effectively create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in Parties, a manner reasonably satisfactory first-priority mortgage Lien on such Material Real Estate Asset, subject only to the Requisite Lenders;
Permitted Liens; (ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent (a “Title Company”) with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders Collateral Agent, (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (Biii) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities Collateral Agent of payment of all expenses and premiums of the title company Title Company and all other sums required in connection with the issuance of each the Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages Mortgage for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
; (iv) with respect to the Mortgage, opinions, addressed to Administrative Agent, Collateral Agent and the other Lenders of (A) a completed Flood Certificate outside counsel or in-house counsel (consistent with those required by Section 3.1(e)), as to the due authorization, execution and delivery of the Mortgage by Company or any Guarantor, as applicable, and (B) local counsel in each jurisdiction such Material Real Estate Asset is located as to other customary opinions relating to the Mortgage; (v) with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall such affidavits, certificates, instruments of indemnification and other items (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in including a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (xso-called “gap” indemnification) as shall be reasonably required to induce the existence of such Mortgaged Property and (y) as Title Company to whether issue the community in which each Mortgaged Property is located is participating in the Flood ProgramTitle Policies contemplated above; and (Cvi) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates to the extent in the Flood Program, evidence that possession of Company or the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.-137- 105376510
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items certificates specified in Section 5.11(c), clause (b) below with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Asset. In addition to the foregoing, Borrower shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(cb) In order to create in favor of Collateral Agent, for the case benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein or permitted hereby, perfected First Priority security interest in certain Material Real Estate Asset referred to Assets as provided in Section 5.11(a)clause (a) above, Collateral Agent shall have received from Borrower or the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withGuarantor:
(i) evidence that counterparts of any such Mortgage has been duly executeda fully executed and notarized Mortgage, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lendersapplicable jurisdictions, encumbering each owned Material Real Estate Asset;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a Mortgaged Property such owned Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages Mortgage to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii) in the case of each Leasehold Property that is a Material Real Estate Asset, (1) a collateral assignment of the lease, in form and substance reasonably satisfactory to Collateral Agent, (2) a Landlord Consent and Estoppel and (3) evidence that such Leasehold Property is a Recorded Leasehold Interest;
(iv) (a) an ALTA mortgagee title insurance policies policy or unconditional commitments commitment therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property Material Real Estate Asset (each, a “Title Policy”), in amounts an amount not less than the Fair Market Value fair market value of each Mortgaged PropertyMaterial Real Estate Asset, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
(iv) (Av) a completed Flood Certificate flood certification with respect to such Material Real Estate Asset and evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that in each case in compliance with any applicable regulations of the Borrower has obtained a policy Board of flood insurance Governors, in form and substance reasonably satisfactory to Collateral Agent;
(vi) an ALTA survey of each Material Real Estate Asset that is in compliance in all material respects with all applicable requirements of not a Leasehold Property, certified to Collateral Agent and dated not more than thirty days prior to the Flood ProgramClosing Date; and
(vvii) such surveys, abstracts, appraisals reports and other documents information regarding environmental matters related to such Material Real Estate Asset as may be reasonably requested by Administrative Agent. Notwithstanding the Requisite foregoing clauses (a) and (b), the Collateral Agent shall not take a security interest in or require any title insurance or similar items with respect to those assets as to which the Administrative Agent shall determine, in its discretion, that the cost of obtaining such Lien (including any mortgage, stamp, intangibles or other tax, title insurance or similar items) is excessive in relation to the benefit to the Lenders may reasonably requestof the security afforded thereby.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on after the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate AssetsAsset.
(b) The Borrower shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals of any Mortgaged Property as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lienregulation.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty ninety (6090) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) , together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite LendersAdministrative Agent;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each such Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) to the extent required by the Flood Program, if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders Collateral Agent may reasonably request.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (BlueLinx Holdings Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party acquires a Material Real Estate Asset (including, without limitation, any acquisition pursuant to a Division) or if a Real Estate Asset owned or leased by a Loan Party on the Closing Date later becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset asset has not otherwise been made subject to the Lien of the Collateral Documents a Security Document in favor of the Collateral Agent, Agent for the benefit of Secured Parties, then such Credit Loan Party shall promptly take all such actions and execute and deliver, or cause deliver to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Agent, for within 90 days from the benefit date of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material acquisition or the date such Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted Asset becomes a Lien.
(c) In the case of any Material Real Estate Asset referred to (or such later date as the Administrative Agent may agree in Section 5.11(aits reasonable discretion), the applicable Credit Party shall provide the Collateral Agent with Mortgages following with respect to each such Material Real Estate Asset (each, a “Mortgaged Property”), as in each case, in form and substance reasonably satisfactory to the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withCollateral Agent:
(ia) evidence that counterparts of any such Mortgage has been duly executeda fully executed and notarized Mortgage, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that applicable jurisdictions required by law to establish and perfect the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite LendersAgent, encumbering such Mortgaged Property;
(iib) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a such Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state state;
(c) an ALTA lender title insurance policy (or unconditional commitment therefor) (a “Title Policy”) issued by one or more title companies (individually or collectively, as the context requires, the “Title Company”) reasonably satisfactory to the Collateral Agent in an amount not less than the fair market value of such Mortgaged Property, insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable first priority mortgage Lien on the Mortgaged Property encumbered thereby (subject only to Permitted Liens), and such other matters Title Policy (A) shall include all endorsements reasonably requested by the Collateral Agent and (B) shall provide for affirmative insurance and such reinsurance as the Requisite Lenders Collateral Agent may reasonably request, in each case all of the foregoing in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto Collateral Agent; and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit the applicable Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (ii) paid to the title company or to the appropriate Governmental Authorities Title Company all expenses and premiums of the title company Title Company and all other sums required in connection with the issuance of each the Title Policy and to the Title Company or the appropriate Governmental Authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate applicable real estate property records; together with copies of all recorded documents listed in part II of Schedule B to such policies or commitments as exceptions to title or otherwise referred to therein;
(ivd) (A) a completed Flood Certificate with respect to each such Mortgaged Property, which Flood Certificate shall (x1) be addressed to the Collateral Agent Agent, (2) be completed by a company which has guaranteed the accuracy of the information contained therein, and (y3) otherwise comply with the Flood Program and Flood Insurance Laws; (B) evidence describing whether the community in all material respects with which such Mortgaged Property is located participates in the Flood Program; (BC) if the any Flood Certificate states that such Mortgaged Property is has buildings or structures located in a Flood Zone, the BorrowerBorrower Representative’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y1) as to whether the community in which each Mortgaged Property is located is participating in portions of the Flood Program; and (C) if land components of such Mortgaged Property is on which such buildings or structures are located are in a Flood Zone, and (2) if located in a Flood Zone and is located in a community that participates in the Flood ProgramZone, evidence that the Borrower applicable Loan Party has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements regulations of the Flood ProgramBoard of Governors or as otherwise reasonably required by the Collateral Agent and the Lenders; and
(ve) copies of any and all surveys of such surveysMortgaged Property that are in the possession of a Loan Party, abstractsand, to the extent such surveys are acceptable to the title company, and provided that no material changes have occurred since the issuance thereof, a no-change affidavit reasonably acceptable to such Loan Party sufficient to allow the title company to delete the standard survey exception and survey related endorsements to the title insurance policy. In addition to the foregoing, (i) in the case of the Borrowers, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Material Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and other documents (ii) prior to the execution of a Mortgage encumbering any such Material Real Estate Asset, the Collateral Agent or the Borrowers shall provide at least forty five (45) days prior written notice to the Lenders (or such shorter period as agreed by the Requisite Collateral Agent in its reasonable discretion). Upon confirmation from all Lenders that the requisite flood insurance due diligence and flood insurance compliance reasonably requested by the Lenders has been completed, the relevant Loan Party may reasonably request.pledge the Material Real Estate Asset pursuant to a
Appears in 1 contract
Additional Material Real Estate Assets. (ai) In the event that any Credit Party Borrower acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to Leasehold Properties for which the applicable agreement prohibits the granting of a Foreign Credit Partymortgage or other assignment of the applicable Borrower’s interest therein and the Borrowers have been unable to receive a waiver with respect to such prohibition from the lessor after making commercially reasonable efforts (which shall be deemed not to include payment of a cash fee) to obtain such waiver after the Closing Date), located then such Borrower, no later than forty-five (45) days (or such longer period as may be agreed in writing by the United States, and such interest in Collateral Agent) after acquiring such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents Asset, and no later than forty-five (45) days (or such longer period as may be agreed in favor of writing by the Collateral Agent) after any owned Real Estate Asset becomes a Material Real Estate Asset (other than with respect to Leasehold Properties for which the applicable agreement prohibits the granting of a mortgage or other assignment of the applicable Borrower’s interest therein and the Borrowers have been unable to receive a waiver with respect to such prohibition from the lessor after making commercially reasonable efforts (which shall be deemed not to include payment of a cash fee) to obtain such waiver), for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgagesMortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in Section 5.11(c), clause (b) immediately below that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Partiesthe holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority enforceable Lien on, and security interest in such Material Real Estate Assets.
(b) . The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably requestmay, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies its reasonable judgment, grant extensions of time for compliance or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance provisions of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.this Section 6.12
Appears in 1 contract
Samples: Credit Agreement (Heckmann CORP)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset after the Closing Date or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset after the Closing Date and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), certificates that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
. Notwithstanding the foregoing, with respect to any Leased Property which is or becomes a Material Real Estate Asset, the applicable Credit Party’s obligation with respect thereto shall be limited to using commercially reasonable efforts to cause the landlord of such Leased Property to consent and execute and deliver such mortgages, documents, instruments, agreements, opinions and certificates that Collateral Agent shall reasonably request (b) The including, if requested, a Landlord Collateral Access Agreement and a Landlord Consent and Estoppel). In no event shall this provision be deemed to require any Credit Party to take any action which would cause a breach of the lease pertaining to any such Leased Property. In addition to the foregoing, Administrative Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Debtor in Possession Financing Agreement (Granite Broadcasting Corp)
Additional Material Real Estate Assets. (a) In the event that any Credit Party purchases, leases or otherwise acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then contemporaneously with acquiring such Material Real Estate Asset (or such Real Estate Asset subsequently becoming a Material Real Estate Asset, such Credit Party shall promptly take all (a) promptly, but in any event within thirty (30) days after such actions purchase, lease or other acquisition, provide written notice thereof to Administrative Agent and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Agent, for the benefit setting forth with specificity a description of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
Asset acquired, a title commitment, a survey (if available) and such Credit Party's good faith CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW estimate of the current fair market value of such Material Real Estate Asset and (b) The Borrower if either such Agent so requests, the applicable Credit Party shall promptly execute and deliver to the Collateral Agent, a Mortgage and such other documents, instruments as such Persons shall reasonably request with respect to such Material Real Estate Asset; provided, however that, in the case of any Leasehold Property, such obligation to deliver a Mortgage shall be contingent upon such Credit Party's obtaining and delivering to the Collateral Agent a Landlord Consent and Estoppel and evidence that such Leasehold Property is a Recorded Leasehold Interest and for which such Credit Party agrees to use commercially reasonable best efforts to obtain (it being acknowledged and agreed that "commercially reasonable best efforts" shall not be construed to require the payment by any Credit Party of any fee or other consideration for such Landlord Consent and Estoppel other than reimbursement of legal expenses actually incurred by landlords). In addition to the foregoing, the relevant Credit Party shall, at the request of the Requisite Lenders, deliver, from time to time, to the Administrative Agent and Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Mariner Health Care Inc)
Additional Material Real Estate Assets. (a) In the event that (a) any Credit Party acquires a Material Real Estate Asset acquired by any Loan Party after the Closing Date or a (b) any Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United StatesMortgaged Properties, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified those which are similar to those described in Section 5.11(c), Schedule 5.14 with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
; provided that (bx) The Borrower the Collateral Agent and the Borrowers agree to exclude such Material Real Estate Asset from the Collateral and the Borrowers shall not be required to deliver any additional Security Documents if in each case, as reasonably determined by the Collateral Agent in writing, the cost of obtaining or perfecting a security interest is excessive in relation to the benefit afforded to the Lenders thereby or the Term Loan Agent or the Senior Representative determines not to include such Real Estate Assets in the Collateral or to not require delivery of any Mortgages, opinions of counsel, Title Policies or Surveys and (y) solely in respect of Leasehold Properties that are Material Real Estate Assets, the applicable Loan Party shall only be obligated to use commercially reasonable efforts to meet its obligations under this Section 5.11 and only to the extent such efforts are similarly required by the Term Loan Agent or Senior Representative. In addition to the foregoing, the Borrowers shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders Agent, such appraisals as are required by law or regulation any Requirement of Law of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In . For the case avoidance of doubt, with respect to any Material Real Estate Asset referred acquired or leased after the Closing Date, unless required pursuant to in this Section 5.11(a)5.11, the applicable Credit no Loan Party shall provide the Collateral Agent with Mortgages with respect be required to such Real Estate Asset (each, take any actions to xxxxx x Xxxx or perfect a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date Lien in a Real Estate Asset owned or leased on the Closing Date becomes that is not a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Revolving Syndicated Facility Agreement (Tronox LTD)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly and, in any event, no later than 90 days after acquiring such Material Real Estate Asset, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in Section 5.11(c), 3.1(d) with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
; provided, that to the extent that any such Material Real Estate Asset is a Leasehold Property, the applicable Credit Party shall be required only to use commercially reasonable efforts (bit being understood that such Credit Party shall not be required to agree to any increased rental in respect of any lease or any other economic concession in excess of $10,000) The to deliver such mortgages, documents, instruments, agreements, opinions and certificates referenced in this Section 5.11(a). In addition to the foregoing, Borrower shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(cb) In To the case of any Material Real Estate Asset referred extent not actually delivered on or prior to in the Closing Date pursuant to Section 5.11(a3.1(d), the Borrower shall, and shall cause each applicable Credit Party shall provide to, execute and deliver to the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as no later than thirty days following the case may be, within sixty (60) days Closing Date (or such longer period later date as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lendersmay agree), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in all such state Mortgages, and such other matters as the Requisite Lenders may reasonably requestdocuments, instruments, agreements, opinions and certificates similar to those described in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iiiSection 3.1(d) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Closing Date Mortgaged Property, together with a title report issued as Collateral Agent shall reasonably request.
(c) If the Real Estate Assets listed on Schedule 5.11(c) have not been sold by a title company that date that is one hundred eighty (180) days following the Closing Date (or such later date as the Collateral Agent may agree), the Borrower shall, and shall cause each applicable Credit Party to, execute and deliver to the Collateral Agent all such Mortgages, and such other documents, instruments, agreements, opinions and certificates similar to those described in Section 3.1(d), with respect thereto and copies of all recorded to each Real Estate Asset listed on Schedule 5.11(c) within two hundred seventy (270) days following the Closing Date (or such later date as the Collateral Agent may agree); provided, that no such Mortgages or other documents listed as exceptions will be required to title or otherwise referred to therein, each in form and substance reasonably satisfactory be delivered to the Requisite Lenders extent that such Real Estate Assets are sold to a Person that is not a Credit Party prior to such date in a transaction permitted by this Agreement.
(d) To the extent that, as of any date of determination, any Collateral of any Credit Party with an aggregate net book value in excess of $250,000 (exclusive of the value of the Leasehold Property and any tenant improvements affixed thereto) is located at any Leasehold Property (whether such Leasehold Property is now existing or acquired or leased after the Closing Date), the Borrower shall (unless waived by the Collateral Agent), and shall cause each applicable Credit Party to, use its commercially reasonable efforts (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid shall not be required to agree to any increased rental in respect of any lease or any other economic concession in excess of $10,000) to obtain a Landlord Personal Property Collateral Access Agreement from the title company or to the appropriate Governmental Authorities all expenses lessor of such Leasehold Property and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged deliver such Landlord Personal Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed Collateral Access Agreements to the Collateral Agent and within 45 days after such date of determination (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that or such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from later date as the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestagree).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Bright Horizons Family Solutions Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party (i) acquires a Material Real Estate Asset Asset, (ii) acquires any Hydrocarbon Interests which Hydrocarbon Interest produces in commercially reasonable quantities, or (iii) develops a previously undeveloped Hydrocarbon Interest, such Hydrocarbon Interest produces in commercially reasonable quantities and such Hydrocarbon Interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Trustee, for the benefit of Secured Parties, or (iv) a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral AgentTrustee, for the benefit of Secured Parties, then in each case such Credit Party Party, contemporaneously with the occurrence of any of the events described in clauses (i) or (iv) of this Section 5.11 and semi-annually with respect to the events described in clauses (ii) and (iii) of this Section 5.11, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in Section 5.11(cSections 3.1(i), 3.1(j) and 3.1(k) with respect to each such Material Real Estate Asset or Hydrocarbon Interests that the Requisite Lenders Administrative Agent shall reasonably request to create in favor of the Collateral AgentTrustee, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower Assets or Hydrocarbon Interests. In addition to the foregoing, Company shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent Trustee has been granted a Lien, but, other than after the occurrence and during the continuance of an Event of Default, not more than one such appraisal in any twelve month period.
(cb) In No later than ninety (90) days after June 30th and December 31st of each year, Company and the case of any Material Real Estate Asset referred Guarantors shall, if required, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages 3.1(i) with respect to such Real Estate Asset (each, a “Mortgaged Property”), as additional Hydrocarbon Interests which have not otherwise been made subject to the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) Lien of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein Collateral Documents in favor of the Collateral Agent Trustee, for the benefit of Secured Parties, such that the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory aggregate of Hydrocarbon Interests subject to the Requisite Lenders;
(ii) upon the reasonable request Lien of the Administrative Agent (at Collateral Documents in favor of Collateral Trustee, for the direction benefit of Secured Parties, shall represent no less than 90% of the Requisite Lenders), an opinion PV-10 Value of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability Proved Developed Producing Reserves of the form(s) of Mortgages to be recorded in such state Company and such other matters as the Requisite Lenders may reasonably requestGuarantor 100 Subsidiaries, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not including no less than 70% of the Fair Market PV-10 Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto Proved Reserves of Company and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestGuarantor Subsidiaries.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Belden & Blake Corp /Oh/)
Additional Material Real Estate Assets. (a) In the event that that, after the Closing Date, any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then, contemporaneously with such Credit Party acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such the following actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request each case with respect to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in each such Material Real Estate Assets.Asset:
(a) a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each such Material Real Estate Asset;
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages Mortgage to be recorded in such state in respect of such Material Real Estate Asset and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiiA) ALTA mortgagee title insurance policies or unconditional commitments therefor reasonably acceptable to Collateral Agent issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto thereto, dated not more than thirty days prior to the date such Real Estate Asset was acquired or became a Material Real Estate Asset, as applicable, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all applicable recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
(ivd) (A) a completed Flood Certificate evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent;
(e) ALTA surveys of each such Material Real Estate Asset, certified to Collateral Agent and dated not more than thirty days prior to the date such Real Estate Asset was acquired or became a Material Real Estate Asset, as applicable;
(f) a Phase I Report; and
(vg) all such surveysother applicable documents, abstractsinstruments, appraisals agreements, opinions and other documents as certificates with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the Requisite Lenders may reasonably requestbenefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets; provided that, anything to the contrary contained in the foregoing notwithstanding, the deliverables in clause (b), (e), (f), and (g) above shall not be required for any Material Real Estate Asset unless such Material Real Estate Asset has a fair market value of $1,000,000 or more.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (AvidXchange Holdings, Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party subsequently acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes that constitutes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvement), such Credit Loan Party shall promptly within 120 days thereafter (or such later date as the Collateral Agent may agree in its reasonable discretion) take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including documents in the items specified in manner contemplated by Section 5.11(c)5.11(b) with respect to each such subsequently acquired Material Real Estate Asset, that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest Lien in such subsequently acquired Material Real Estate Assets.
(b) The Borrower shall. In addition to the foregoing, at the reasonable request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of with respect to Material Real Estate Assets with respect to for which the Collateral Agent has been granted a Lien.
(cb) In order to create in favor of the case Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in a Material Real Estate Asset referred to in as required by Section 5.11(a), the applicable Credit Loan Party shall provide promptly take such actions, and execute and deliver, or cause to be executed and delivered the Collateral Agent with Mortgages with respect following, in each case, to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed extent reasonably requested by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withAdministrative Agent:
(i) evidence that counterparts of any such Mortgage has been duly executeda fully executed and notarized Mortgage, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lendersapplicable jurisdictions, encumbering such Material Real Estate Asset;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state jurisdiction in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state jurisdiction and such other matters of local law as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one Chicago Title Insurance Company, First American Title Insurance Company or more another title companies company reasonably satisfactory acceptable to the Requisite Lenders Collateral Agent (the “Title Company”) with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than as reasonably agreed by the Fair Market Value Collateral Agent and the Borrower insuring the fee simple title to each of the Material Real Estate Assets vested in the applicable Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien on such Material Real Estate Asset encumbered thereby, each Mortgaged Propertywhich Title Policy shall include endorsements reasonably requested by the Collateral Agent to the extent available in each jurisdiction at commercially reasonably rates, together with evidence satisfactory to the Collateral Agent that the applicable Loan Party has (i) delivered to the Title Company such affidavits as reasonably and customarily required by the Title Company in connection with the issuance of the applicable Title Policy and (ii) has paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages with respect to such Material Real Estate Asset in the applicable real property records, it being agreed that the Collateral Agent shall reasonably cooperate with the applicable Loan Party in order to minimize all such taxes; together with a title report commitment issued by a title company with respect thereto thereto, dated not more than thirty (30) days prior to the date of the creation of the Mortgage on such Material Real Estate Asset and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate recordsCollateral Agent;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall (xi) be addressed to the Collateral Agent Agent, (ii) be completed by a company which has guaranteed the accuracy of the information contained therein, and (yiii) otherwise comply in all material respects with the Flood Program; (B) evidence describing whether the community in which each such Material Real Estate Asset is located participates in the Flood Program; (C) if the any Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the Borrower’s written acknowledgment acknowledgement of receipt of written notification from the Collateral Agent (xi) as to the existence of each such Mortgaged Property Material Real Estate Asset, and (yii) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (CD) if any such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower applicable Loan Party has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) to the extent requested by the Administrative Agent, either a new ALTA survey or express map of each Mortgaged Property or an existing survey or express map together with an “affidavit of no change” sufficient for such surveysTitle Company to remove all standard survey exceptions from the Title Policy relating to such Mortgaged Property and issue the survey related endorsements or otherwise reasonably acceptable to the Administrative Agent; provided that the Collateral Agent will only require new ALTA surveys or express maps to the extent the benefit to the Lenders of such new ALTA surveys or express maps outweigh the cost of obtaining such new ALTA surveys or express maps or are required by applicable law or regulation. Notwithstanding anything to the contrary contained herein, abstracts, appraisals no Loan Party shall be required to execute and other documents deliver a Mortgage on any Mortgaged Property until the Borrower receives confirmation from the Administrative Agent that flood insurance due diligence and flood insurance compliance as the Requisite Lenders may reasonably requestrequired by this Section 5.11(b) has been completed.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Covia Holdings Corp)
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party Loan Party, contemporaneously with acquiring such Material Real Estate Asset, shall promptly (a) in the case of each Leasehold Property that is a Material Real Estate Asset, use commercially reasonable efforts to take all such actions and execute and deliver, or cause to be executed and delivered, as requested by the Collateral Agent, (i) a Landlord Consent and Estoppel and evidence that such Leasehold Property is a Recorded Leasehold Interest or (ii) a Landlord Collateral Access Agreement and (b) in the case of any fee interests in a Material Real Estate Asset, take all such actions and executed and deliver or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions opinions, title insurance, survey, flood certificates and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any necessary filing and/or recording referred to hereinrecording, perfected First Priority security interest in such Material Real Estate Assets.
(b) The . In addition to the foregoing, Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In . Notwithstanding the case of any Material Real Estate Asset referred to in Section 5.11(a)foregoing, the applicable Credit Party shall provide creation or perfection of pledges of or security interests in, or the Collateral Agent with Mortgages obtaining of title insurance with respect to such Real Estate Asset (eachto, a “Mortgaged Property”)particular assets shall not be required if, as the case may beand for so long as, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request judgment of the Administrative Agent (at Agent, the direction cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance in respect of such assets shall be excessive in view of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages benefits to be recorded in such state and such other matters as obtained by the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requesttherefrom.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (Paramount Acquisition Corp)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased by a Credit Party on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at including the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withfollowing:
(i1) evidence that counterparts of any such Mortgage has been duly executedfully executed and notarized Mortgages, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lendersapplicable jurisdictions;
(ii2) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other customary matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiiA) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property Collateral Agent (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto in form and substance reasonably satisfactory to Collateral Agent, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxesTaxes) payable in connection with recording the Mortgages for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
(iv4) (A) a completed Flood Certificate with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property Material Real Estate Asset and (y) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (C) if such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program;
(5) environmental assessment reports and other information in the possession or control of such Credit Party and in form, scope and substance satisfactory to Administrative Agent, regarding material environmental matters relating to such Material Real Estate Asset; and
(v6) an ALTA survey of such surveysMaterial Real Estate Asset, abstractscertified to Collateral Agent. In addition to the foregoing, Borrower shall, at the request of Collateral Agent, deliver, from time to time, to Collateral Agent such appraisals and other documents as are required by law or regulation of Material Real Estate Assets with respect to which Collateral Agent has been granted a Lien. For the Requisite Lenders may reasonably requestavoidance of doubt, this Section 5.11 shall not apply with respect to real property owned by Non-Recourse Subsidiaries.
Appears in 1 contract
Samples: Term Loan and Guaranty Agreement (TerraForm Power, Inc.)
Additional Material Real Estate Assets. (a) In the event that that, after the Closing Date, any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then, contemporaneously with such Credit Party acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such the following actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request each case with respect to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in each such Material Real Estate Assets.Asset:
(a) a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each such Material Real Estate Asset;
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages Mortgage to be recorded in such state in respect of such Material Real Estate Asset and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiic) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto thereto, dated not more than thirty days prior to the date such Real Estate Asset was acquired or became a Material Real Estate Asset, as applicable, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all applicable recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
(ivd) (A) a completed Flood Certificate evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent;
(e) ALTA surveys of each such Material Real Estate Asset, certified to Collateral Agent and dated not more than thirty days prior to the date such Real Estate Asset was acquired or became a Material Real Estate Asset, as applicable (unless the applicable Credit Party is able to obtain a Title Policy in respect of such Material Real Estate Asset and the Collateral Agent otherwise determines (and the Collateral Agent may rely on the decision of the Requisite Lenders in making such determination) that such ALTA survey is not reasonably required); and
(vf) all such surveysother applicable documents, abstractsinstruments, appraisals agreements, opinions and other documents as certificates with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the Requisite Lenders may reasonably requestbenefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected and continuing First Priority security interest in such Material Real Estate Assets.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (RLJ Entertainment, Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party Borrower acquires or leases a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then Borrower, promptly after acquiring such Credit Party Material Real Estate Asset or promptly after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset (or, in either case, such longer period to which Administrative Agent may agree), shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgagesMortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The . In addition to the foregoing, Borrower shall, at the reasonable request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
Lien (c) In the case provided that for so long as no Event of Default shall have occurred and is continuing, no more than one appraisal shall be required with respect to any Material Real Estate Asset referred to in Section 5.11(aany Fiscal Year), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset after the Effective Date or a Real Estate Asset owned or leased on the Closing Effective Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Effective Date becomes a Material Real Estate Asset, (a) shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, title insurance policies, surveys, lien searches, opinions and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Third Priority security interest in such Material Real Estate Assets.
; provided that in the case of any property leased and not owned by a Credit Party as to which any of the foregoing would require the consent of the landlord, the agreements in this Section 5.11 shall be limited to the use of commercially reasonable efforts to cause such landlord to consent to the taking of these actions and to complying with this Section only to the extent that such consent is obtained, and (b) The Borrower shall use commercially reasonable efforts to cause to be executed and delivered a Collateral Access Agreement and/or similar collateral access agreements with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request. In addition to the foregoing, Co-Issuers shall, at the request of the Requisite LendersHolders, deliver, from time to time, to the Collateral Note Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Third Lien Note Purchase Agreement (Vonage Holdings Corp)
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Original Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then in the case of such Credit Party shall Loan Party, promptly take to the fullest extent commercially practical all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in clauses (a) through (e) of this Section 5.11(c), with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request in order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.:
(a) a fully executed and notarized Mortgage, in proper form for recording in the appropriate places in the applicable jurisdiction;
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) admitted in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) form of Mortgages Mortgage to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiic) in the case of each Leasehold Property, (i) a Landlord Consent if the applicable landlord has delivered a Landlord Consent after the U.S. Borrower’s use of commercially reasonable efforts to obtain such Landlord Consent (provided that the U.S. Borrower shall not be required to expend any funds or grant any concession to obtain such Landlord Consent), and (ii) evidence that such Leasehold Property is a Recorded Leasehold Interest; | ||
(d) an ALTA mortgagee title insurance policies policy or unconditional commitments commitment therefor issued by one or more title companies (the “Title Company”) reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts an amount not less than 110% of the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset insuring the title to such Material Real Estate Asset vested in the applicable Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien on such Material Real Estate Asset encumbered thereby, which Title Policy (i) shall include all endorsements reasonably requested by the Collateral Agent and (ii) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence satisfactory to the Collateral Agent that the applicable Loan Party has (A) delivered to the Title Company all certificates, consents and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (B) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the applicable Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage in the applicable real property records; together with a title report issued by a title company with respect thereto thereto, dated as of a date reasonably satisfactory to the Collateral Agent and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;Collateral Agent; and
(iv) (Ai) a completed Flood Certificate with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall (xA) be addressed to the Collateral Agent Agent, (B) be completed by a company which has guaranteed the accuracy of the information contained therein, and (yC) otherwise comply in all material respects with the Flood Program; (Bii) evidence describing whether the community in which such Material Real Estate Asset is located participates in the Flood Program; (iii) if the any Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the BorrowerBorrower Representative’s written acknowledgment acknowledgement of receipt of written notification from the Collateral Agent (xA) as to the existence of such Mortgaged Property Material Real Estate Asset, and (yB) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (Civ) if such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower applicable Loan Party has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements regulations of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestBoard of Governors.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c5.11(d), that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets, subject to Permitted Liens.
(b) [Reserved].
(c) The Borrower Issuer shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a LienMortgage.
(cd) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide provide, the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or such longer period as to which the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate AssetCollateral Agent may agree) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite LendersNote Agent;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(viv) such surveys, abstracts, appraisals and other documents as the Requisite Lenders Collateral Agent may reasonably request.
Appears in 1 contract
Samples: Note Purchase Agreement (Inspired Entertainment, Inc.)
Additional Material Real Estate Assets. (a) In the event that (a) any Credit Party acquires a Material Real Estate Asset acquired by any Loan Party after the Closing Date or a (b) any Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United StatesMortgaged Properties, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified those which are similar to those described in Section 5.11(c), 5.14(a) with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
; provided that (bx) The Borrower the Collateral Agent and the Borrowers agree to exclude such Material Real Estate Asset from the Collateral and the Borrowers shall not be required to deliver any additional Security Documents if in each case, as reasonably determined by the Collateral Agent in writing, the cost of obtaining or perfecting a security interest is excessive in relation to the benefit afforded to the Lenders thereby or the Term Loan Agent or the Senior Representative determines not to include such Real Estate Assets in the Collateral or to not require delivery of any Mortgages, opinions of counsel, Title Policies or Surveys and (y) solely in respect of Leasehold Properties that are Material Real Estate Assets, the applicable Loan Party shall only be obligated to use commercially reasonable efforts to meet its obligations under this Section 5.11 and only to the extent such efforts are similarly required by the Term Loan Agent or Senior Representative. In addition to the foregoing, the Borrowers shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders Agent, such appraisals as are required by law or regulation any Requirement of Law of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In . For the case avoidance of doubt, with respect to any Material Real Estate Asset referred acquired or leased after the Closing Date, unless required pursuant to in this Section 5.11(a)5.11, the applicable Credit no Loan Party shall provide the Collateral Agent with Mortgages with respect be required to such Real Estate Asset (each, take any actions to xxxxx x Xxxx or perfect a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date Lien in a Real Estate Asset owned or leased on the Closing Date becomes that is not a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Revolving Syndicated Facility Agreement (Tronox LTD)
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Original Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then in the case of such Credit Party shall Loan Party, promptly take to the fullest extent commercially practical all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in clauses (a) through (e) of this Section 5.11(c), with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request in order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.:
(a) a fully executed and notarized Mortgage, in proper form for recording in the appropriate places in the applicable jurisdiction;
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) admitted in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) form of Mortgages Mortgage to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiic) in the case of each Leasehold Property, (i) a Landlord Consent if the applicable landlord has delivered a Landlord Consent after the U.S. Borrower’s use of commercially reasonable efforts to obtain such Landlord Consent (provided that the U.S. Borrower shall not be required to expend any funds or grant any concession to obtain such Landlord Consent), and (ii) evidence that such Leasehold Property is a Recorded Leasehold Interest;
(d) an ALTA mortgagee title insurance policies policy or unconditional commitments commitment therefor issued by one or more title companies (the “Title Company”) reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts an amount not less than 110% of the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset insuring the title to such Material Real Estate Asset vested in the applicable Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien on such Material Real Estate Asset encumbered thereby, which Title Policy (i) shall include all endorsements reasonably requested by the Collateral Agent and (ii) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence satisfactory to the Collateral Agent that the applicable Loan Party has (A) delivered to the Title Company all certificates, consents and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (B) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the applicable Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage in the applicable real property records; together with a title report issued by a title company with respect thereto thereto, dated as of a date reasonably satisfactory to the Collateral Agent and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;Collateral Agent; and
(ive) (Ai) a completed Flood Certificate with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall (xA) be addressed to the Collateral Agent Agent, (B) be completed by a company which has guaranteed the accuracy of the information contained therein, and (yC) otherwise comply in all material respects with the Flood Program; (Bii) evidence describing whether the community in which such Material Real Estate Asset is located participates in the Flood Program; (iii) if the any Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the BorrowerBorrower Representative’s written acknowledgment acknowledgement of receipt of written notification from the Collateral Agent (xA) as to the existence of such Mortgaged Property Material Real Estate Asset, and (yB) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (Civ) if such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower applicable Loan Party has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements regulations of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestBoard of Governors.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Effective Date becomes a Material Real Estate AssetAsset (or, in each case (other than with respect to a Foreign Credit Partythe Existing Headquarters Asset, such Real Estate Asset has not been sold pursuant to an Existing Headquarters Asset Sale on or prior to March 31, 2007), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificatescertificates similar to those described in Sections 5.19(c) and a written opinion of counsel for the Credit Parties as to such matters related thereto as the Collateral Agent may request in form and substance reasonably acceptable to the Collateral Agent, including the items specified in Section 5.11(c)each case, with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower . In addition to the foregoing, Company shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) . In addition to the case of any foregoing, if the Company acquires a Material Real Estate Asset referred which has not otherwise been made subject to the Lien of the Collateral Documents in Section 5.11(a)favor of Collateral Agent, the applicable Credit Party shall Company promptly provide the Collateral Agent with Mortgages with respect to such a Phase I Report for each Material Real Estate Asset (eachso acquired, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner form reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestAgent.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (X Rite Inc)
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party acquires a Material any Real Estate Asset Property (including fee or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (leasehold interests but other than with respect to a Foreign Credit Party), located in the United States, Excluded Leased Real Property) and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then the Borrower shall, or shall cause such Credit other Loan Party shall promptly to, within forty-five (45) Business Days (or such longer period as may be agreed to by the Administrative Agent) after acquiring such Real Property, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documentsassignments of leases and rents, instrumentstitle insurance policies, agreementsflood insurance, opinions and surveys, landlord estoppel certificates, including legal opinions, subordination, non-disturbance and attornment agreements and other instruments and agreements similar to those required on the items specified in Closing Date under Section 5.11(c4.01(d), Section 4.01(e), Section 4.01(l), Section 4.01(m), Section 4.01(n), Section 4.01(o) and Section 4.01(bb) with respect to each such Real Property that the Requisite Lenders Administrative Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority first priority security interest in such Material Real Estate Assets.
Property (b) The subject to Senior Permitted Liens). In addition to the foregoing, the Borrower shall, or shall cause such other Loan Party to, at the request of the Requisite Required Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets Property with respect to which the Collateral Agent has been granted a Lien.
. Notwithstanding anything to the contrary in this Section 5.12, the Loan Parties shall not be required to (ca) In take the case actions necessary to grant a perfected security interest in, or (b) obtain title insurance policies with respect to, the Excluded Leased Real Property or any Property acquired after the Closing Date to the extent that the Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of taking such actions or obtaining such policies. Additionally, following the acquisition of any Material Real Estate Asset referred to in Section 5.11(a)Property by a Loan Party, the applicable Credit Party definitions, exhibits and schedules to this Agreement and any other Loan Document (including the Disbursement Agreements) related to descriptions of Real Property shall provide be deemed amended to the Collateral Agent extent necessary to reflect such acquisition. Notwithstanding anything to the contrary in this Section 5.12, in the event Empire Sub II enters into an XXX Lease Agreement or an XXX Leaseback Agreement with Mortgages the XXX with respect to such Real Estate Asset (eachthe Entertainment Village, a “Mortgaged Property”)the Borrower shall promptly cause Empire Sub II and shall use commercially reasonable efforts to cause the XXX to enter into one or more Mortgages, as substantially in the case may beform of Exhibit C-5, within sixty (60) days with respect thereto but shall not otherwise be required to take any other action, execute or deliver (or such longer period as shall cause to be agreed executed or delivered) any other instrument or agreement or take or cause to be taken any other action pursuant to this Section 5.12 unless reasonably requested by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at provided in no event shall the direction of the Requisite Lenders)Borrower be required to purchase title insurance policies, an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located obtain estoppel certificates or provide updated surveys with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”thereto), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In Subject to the terms of the Intercreditor Agreement, in the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party Party, as soon as practicable but in no event later than thirty (30) days after acquiring such Material Real Estate Asset, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates with respect to such Collateral as are similar to those described in Section 5.11(cSections 3.1(g) and 3.1(n), and as set forth in clause (b) below, and deliver reports and other information (including Phase I Reports to the extent available), in form, scope and substance satisfactory to the Collateral Agent, with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request request, to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in such Material Real Estate Assets.
; provided that (bi) The Borrower any such Collateral shall exclude such assets in respect of which the Administrative Agent and Arrangers shall have reasonably determined that the cost of obtaining a Second Priority security interest therein exceeds the benefits to Lenders afforded thereby and (ii) with respect to any Material Real Estate Asset that is leased, Company shall be required to use its commercially reasonable efforts to comply with the provisions of this Section 5.11. In addition to the foregoing, Company shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(cb) In order to create in favor of Collateral Agent, for the case benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected Second Priority security interest in a Material Real Estate Asset referred to described in Section 5.11(a)clause (a) above, the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withhave received from Company and each applicable Guarantor:
(i) evidence that counterparts of any such Mortgage has been duly executedfully executed and notarized Mortgages, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lendersapplicable jurisdictions, encumbering each Material Real Estate Asset;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiiA) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”"TITLE POLICY"), in amounts not less than the Fair Market Value of each Mortgaged Propertyan agreed amount, together with a title report issued by a title company with respect thereto thereto, dated not more than thirty (30) days prior to the date of deliver and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection con- nection with recording the Mortgages for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
(iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and
(v) ALTA surveys of all such surveysMaterial Real Estate Asset, abstractscertified to Collateral Agent and dated not more than thirty (30) days prior to the date of delivery. Prior to the Discharge of First Lien Obligations, appraisals (i) the requirements of this Section 5.11 to deliver to the Collateral Agent any Collateral the security interest in which may be perfected only by possession or control by a single person shall be deemed satisfied by the delivery of possession or control of such Collateral to the First Lien Collateral Agent (as provided in the Intercreditor Agreement) and other documents as (ii) Holdings and Company shall, and shall cause each Subsidiary to, comply with the Requisite Lenders may reasonably requestrequirements of this Section 5.11 with respect to the Obligations hereunder only to the same extent that Holdings, Company and such Subsidiaries are required to comply with provisions analogous to this Section 5.11 with respect to the First Lien Obligations in the First Lien Credit Agreement.
Appears in 1 contract
Samples: Second Lien Credit and Guaranty Agreement (Amscan Holdings Inc)
Additional Material Real Estate Assets. (a) In the event that any Credit U.S. Loan Party acquires a Material Real Estate Asset or a any Real Estate Asset owned or leased on the Closing Date or acquired thereafter, in each case, becomes a Material Real Estate AssetAsset due to the construction of improvements thereon following the Closing Date or the acquisition thereof, in each case (other than with respect to a Foreign Credit Party), located in the United Statesas applicable, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then promptly (and in any event within ninety (90) days after the acquisition of such Credit Material Real Estate Asset or any Real Estate Asset becoming a Material Real Estate Asset (or such longer period as may be consented to by the Administrative Agent in its sole discretion)) (i) such U.S. Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgagesMortgages, Title Policies, documents, instruments, agreements, opinions and certificates, including required pursuant to Section 4.01(a)(xi) (it being understood and agreed that such U.S. Loan Party shall comply with the items specified in requirements of Section 5.11(c), 4.01(a)(xi)(D) prior to the execution and delivery of any Mortgages or other documents to be provided with respect to each such Material Real Estate Asset) with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest Lien in such Material Real Estate Assets.
Assets and (bii) The Borrower the Company shall prepare and deliver environmental site assessments and reliance letters for each such additional Material Real Estate Asset, each in form and substance reasonably acceptable to the Collateral Agent; provided that no such Lien shall be required to be granted as contemplated by this Section 6.11 on any Real Estate Asset or fixtures the acquisition of which is financed, or is to be financed in whole or in part through the incurrence of Indebtedness permitted by Section 7.01(n) or Section 7.09 until such Indebtedness is repaid in full (without giving effect to any refinancing thereof) or, as the case may be, the Company determines not to proceed with such financing or refinancing. In addition to the foregoing, the Company shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Material Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In Lien to the case extent that the Company or any other party has a copy of any Material Real Estate Asset referred the appraisal and is permitted by the applicable third party appraisers and/or lenders to in Section 5.11(a)deliver a copy to Collateral Agent. For the avoidance of doubt, the applicable Credit Party Company shall provide the Collateral Agent with Mortgages with respect not be required to such Real Estate Asset (each, a “deliver Phase I Environmental Site Assessments or reliance letters for any Closing Date Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect order to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents create in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any each Material Real Estate Asset referred to listed in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may beSchedule 5.10, within sixty (60) 90 days (following the Closing Date or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on time following the Closing Date becomes a Material Real Estate Asset) together withas may be acceptable to Collateral Agent, Collateral Agent shall have received from Borrower and each applicable Guarantor, unless waived by Collateral Agent in its reasonable discretion, the documents set forth below:
(i) evidence that counterparts of any such Mortgage has been duly executeda fully executed and notarized Mortgage, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate place in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lendersapplicable jurisdiction, encumbering such Material Real Estate Asset;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent (it being understood and agreed that, if the Requisite Lendersmortgagor or trustor or comparable party under any such Mortgage is organized in a state other than the state in which such Material Real Estate Asset is located, counsel shall be entitled to either assume the due authorization of execution and delivery of such Mortgage or rely on an opinion of counsel delivered pursuant to Section 3.1 of this Agreement with respect to the same);
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders (A) a lender’s Title Policy with respect to each Mortgaged Property (each, a “Title Policy”)such Material Real Estate Asset, in amounts an amount not less than the Fair Market Value fair market value, as reasonably determined by the Borrower in good faith and without requirement of each Mortgaged Propertydelivery of an appraisal or other third-party valuation, of such Real Estate Asset, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood Collateral Agent and insuring that any exceptions listed in Collateral Agent has a Title Policy constituting Permitted Liens First Priority mortgage lien on such Material Real Estate Asset together with such endorsements as Collateral Agent shall be satisfactory) reasonably require, and (B) evidence reasonably satisfactory to Collateral Agent that the Requisite Lenders that such applicable Credit Party has paid to the title company or to the appropriate Governmental Authorities all reasonable expenses and premiums of the title company and all other sums required in connection with the issuance of each such Title Policy and all recording and stamp taxes Taxes (including mortgage recording and intangible taxesTaxes) payable in connection with recording the Mortgages Mortgage for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of a Mortgage on such Mortgaged Property Material Real Estate Asset and (y) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (C) if such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and (D) if such Material Real Estate Asset is located in a Flood Zone and is located in a community that does not participate in the Flood Program, evidence that Borrower has obtained private flood insurance that is in compliance with all applicable regulations or, in the absence of regulations, is otherwise in form and substance reasonably satisfactory to Collateral Agent; and
(v) existing ALTA surveys (or survey updates) and applicable “survey affidavits of no-change” in a form acceptable to the issuing title company or, if there is no existing ALTA survey, then an ALTA survey reasonably satisfactory to Collateral Agent for all Mortgaged Properties, certified to Collateral Agent, together with customary owner’s affidavits with respect to all Mortgaged Properties in form and substance reasonably satisfactory to the issuing title company.
(b) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset and such surveysinterest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, abstractsfor the benefit of the Secured Parties, appraisals then such Credit Party shall within 90 days following the date of such acquisition (or such longer period of time as may be acceptable to Collateral Agent), take all such actions and execute and deliver, or cause to be executed and delivered, those documents set forth or contemplated by Section 5.10(a), as applicable, including:
(i) fully executed and notarized Mortgage, in proper form for recording in the appropriate place in the applicable jurisdiction, encumbering such Material Real Estate Asset;
(ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which such Material Real Estate Asset is located with respect to the enforceability of the Mortgages to be recorded in such state and such other documents matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent (it being understood and agreed that, if the mortgagor or trustor or comparable party under any such Mortgage is organized in a state other than the state in which such Material Real Estate Asset is located, counsel shall be entitled to assume the due authorization of execution and delivery of such Mortgage);
(iii) (A) a lender’s Title Policy with respect to such Material Real Estate Asset, in an amount not less than the fair market value, as reasonably determined by the Borrower in good faith and without requirement of delivery of an appraisal or other third-party valuation, of such Material Real Estate Asset, together with copies of all recorded documents listed as exceptions to title or otherwise referred to therein, in form and substance reasonably satisfactory to Collateral Agent and insuring that Collateral Agent has a First Priority mortgage lien on such Material Real Estate Asset together with such endorsements as Collateral Agent shall reasonably require, and (B) evidence reasonably satisfactory to Collateral Agent that the applicable Credit Party has paid to the title company or to the appropriate Governmental Authorities all reasonable expenses and premiums of the title company and all other sums required in connection with the issuance of such Title Policy and all recording and stamp Taxes (including mortgage recording and intangible Taxes) payable in connection with recording the Mortgage for such Material Real Estate Asset in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect such Material Real Estate Asset, which Flood Certificate shall be addressed to Collateral Agent and otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Material Real Estate Asset is located in a Flood Zone, Borrower’s written acknowledgment of receipt of written notification from Collateral Agent (x) as to the existence of a Mortgage on such Material Real Estate Asset and (y) as to whether the community in which such Material Real Estate Asset is located is participating in the Flood Program; (C) if such Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and (D) if such Material Real Estate Asset is located in a Flood Zone and is located in a community that does not participate in the Flood Program, evidence that Borrower has obtained private flood insurance that is in compliance with all applicable regulations or, in the absence of regulations, is otherwise in form and substance reasonably satisfactory to Collateral Agent; and
(v) an existing ALTA survey (or survey update) and applicable “survey affidavits of no-change” in a form acceptable to the issuing title company or, if there is no existing ALTA survey, then an ALTA survey reasonably satisfactory to Collateral Agent for such Material Real Estate Asset, certified to Collateral Agent, together with customary owner’s affidavits with respect to such Material Real Estate Asset in form and substance reasonably satisfactory to the issuing title company. In addition to the foregoing, Borrower shall, at the request of Collateral Agent, deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien; provided, that unless an Event of Default exists, Collateral Agent shall not request such appraisals in respect of any Material Real Estate Asset more than once per calendar year and provided, further, that the Collateral Agent shall request no such appraisals unless required by law or regulation.
(c) Notwithstanding the foregoing, the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets shall not be required if and for so long as Collateral Agent determines that the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance, legal opinions or other deliverables in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. Administrative Agent and Lenders further agree to use commercially reasonable efforts to assist the Credit Parties in minimizing any recording Taxes that may be payable with respect to any Mortgage. The Collateral Agent may grant extensions of time for the creation and perfection of Mortgage Liens in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular Material Real Estate Assets where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Kraton Performance Polymers, Inc.)
Additional Material Real Estate Assets. (a) In the event that that, after the Original Closing Date, any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Original Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then then, contemporaneously with such Credit Party acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Original Closing Date becomes a Material Real Estate Asset, such Credit Party shall promptly take all such the following actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request each case with respect to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in each such Material Real Estate Assets.Asset:
(a) a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each such Material Real Estate Asset;
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages Mortgage to be recorded in such state in respect of such Material Real Estate Asset and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiiA) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto thereto, dated not more than thirty days prior to the date such Real Estate Asset was acquired or became a Material Real Estate Asset, as applicable, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all applicable recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
(ivd) (A) a completed Flood Certificate evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent;
(e) ALTA surveys of each such Material Real Estate Asset, certified to Collateral Agent and dated not more than thirty days prior to the date such Real Estate Asset was acquired or became a Material Real Estate Asset, as applicable (unless the applicable Credit Party is able to obtain a Title Policy in respect of such Material Real Estate Asset and the Collateral Agent otherwise determines (and the Collateral Agent may rely on the decision of the Requisite Lenders in making such determination) that such ALTA survey is not reasonably required); and
(vf) all such surveysother applicable documents, abstractsinstruments, appraisals agreements, opinions and other documents as certificates with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the Requisite Lenders may reasonably requestbenefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected and continuing First Priority security interest in such Material Real Estate Assets.
Appears in 1 contract
Samples: Credit Agreement (AMC Networks Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c5.11(d), that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien[Reserved.]
(c) [Reserved.]
(d) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite LendersCollateral Agent;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders Collateral Agent may reasonably request.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that Intermediate Holdings or any Credit Party of its Subsidiaries acquires or leases (including a new or replacement lease with respect to an existing lease, except as otherwise permitted by Collateral Agent in its sole discretion) a Material Real Estate Asset or a after the Closing Date, then, no later than thirty (30) days following the date such Material Real Estate Asset owned was acquired or leased, Intermediate Holdings shall and shall cause its Subsidiaries to:
(a) with respect to each leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than deliver to Collateral Agent a Landlord Collateral Access Agreement with respect to a Foreign Credit Party)such leased location, located in duly executed by the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.landlord thereof; or
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with, deliver to Collateral Agent:
(i) evidence that counterparts of any such Mortgage has been duly executedfully executed and notarized Mortgages, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lendersapplicable jurisdictions, encumbering such owned Material Real Estate Asset;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders)except as otherwise permitted by Collateral Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state jurisdiction in which a Mortgaged Property such owned Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state jurisdiction and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii) except as otherwise permitted by Collateral Agent in its sole discretion, (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such owned Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch owned Material Real Estate Asset, together with a title report issued by a title company with respect thereto thereto, dated not more than thirty (30) days prior to the acquisition of such owned Material Real Estate Asset and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that Intermediate Holdings or such Credit Party Subsidiary, as applicable, has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages Mortgage for each Mortgaged Property such owned Material Real Estate Asset in the appropriate real estate records;
(iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent;
(v) ALTA surveys of such owned Material Real Estate Asset, certified to Collateral Agent and dated not more than thirty (30) days prior to the date of acquisition of such owned Material Real Estate Asset; and
(vvi) such surveysif requested by Collateral Agent, abstracts, appraisals reports and other information, in form, scope and substance reasonably satisfactory to Collateral Agent, regarding environmental matters relating to such owned Material Real Estate Asset. In addition to the foregoing, Intermediate Holdings shall deliver or cause to be delivered to (i) Collateral Agent such other agreements or documents as Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to Permitted Liens and any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets referred to above, and (ii) Administrative Agent, at the request of Requisite Lenders may reasonably requestLenders, from time to time, such appraisals as are required by law or regulation of Material Real Estate Assets with respect to which Collateral Agent has been granted a Lien.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Newtek Business Services Corp.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased by a Credit Party on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at including the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withfollowing:
(i1) evidence that counterparts of any such Mortgage has been duly executedfully executed and notarized Mortgages, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lendersapplicable jurisdictions;
(ii2) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other customary matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii3) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property Collateral Agent (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto in form and substance reasonably satisfactory to Collateral Agent, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxesTaxes) payable in connection with recording the Mortgages for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
(iv4) (A) a completed Flood Certificate with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property Material Real Estate Asset and (y) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (C) if such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program;
(5) environmental assessment reports and other information in the possession or control of such Credit Party and in form, scope and substance satisfactory to Administrative Agent, regarding material environmental matters relating to such Material Real Estate Asset; and
(v6) an ALTA survey of such surveysMaterial Real Estate Asset, abstractscertified to Collateral Agent. In addition to the foregoing, Borrower shall, at the request of Collateral Agent, deliver, from time to time, to Collateral Agent such appraisals and other documents as are required by law or regulation of Material Real Estate Assets with respect to which Collateral Agent has been granted a Lien. For the Requisite Lenders may reasonably requestavoidance of doubt, this Section 5.11 shall not apply with respect to real property owned by Non-Recourse Subsidiaries.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (TerraForm Power, Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then such Credit Party Party, as soon as practicable but in no event later than twenty (20) days after acquiring such Material Real Estate Asset, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
; provided, that no Credit Party shall be required to take any action under this Section 5.11 that would result in material adverse tax consequences to Xerium under section 956 of the Code. The applicable Credit Party shall use its commercially reasonable efforts to cause a Landlord Personal Property Collateral Access Agreement and a Landlord Consent and Estoppel to be executed by the applicable landlord and delivered to the Collateral Agent (bi) The within 90 days after the Closing Date with respect to any Leasehold Property listed on Schedule 4.13(b) as a Leasehold Property and located in the United States and with respect to which aggregate payments under the terms of such lease are $500,000 or more per annum, and (ii) within 90 days after the acquisition of interest therein, any other Leasehold Property located in the United States which the Credit Party leases and with respect to which aggregate payments under the terms of such lease are $500,000 or more per annum. In addition to the foregoing, each Borrower shall, at the request of the Requisite LendersBanks, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Xerium Technologies Inc)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c5.11(d), that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien[Reserved.]
(c) [Reserved.]
(d) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite LendersAdministrative Agent;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders Collateral Agent may reasonably request.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit U.S. Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then in the case of such Credit Party shall U.S. Loan Party, promptly take to the fullest extent commercially practical all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in Section 5.11(c), Sections 5.12(a) through 5.12(e) with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request in order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.:
(a) a fully executed and notarized Mortgage, in proper form for recording in the appropriate places in the applicable jurisdiction;
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) admitted in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) form of Mortgages Mortgage to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiic) in the case of each Leasehold Property, (i) a Landlord Consent if the applicable landlord has delivered a Landlord Consent after the U.S. Borrower’s use of commercially reasonable efforts to obtain such Landlord Consent (provided that the U.S. Borrower shall not be required to expend any funds or grant any concession to obtain such Landlord Consent), and (ii) evidence that such Leasehold Property is a Recorded Leasehold Interest;
(d) an ALTA mortgagee title insurance policies policy or unconditional commitments commitment therefor issued by one or more title companies (the “Title Company”) reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts an amount not less than 110% of the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset insuring the title to such Material Real Estate Asset vested in the applicable U.S. Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien on such Material Real Estate Asset encumbered thereby, which Title Policy (i) shall include all endorsements reasonably requested by the Collateral Agent and (ii) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence satisfactory to NY\5627635.16 the Collateral Agent that the applicable U.S. Loan Party has (A) delivered to the Title Company all certificates, consents and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (B) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the applicable Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage in the applicable real property records; together with a title report issued by a title company with respect thereto thereto, dated as of a date reasonably satisfactory to the Collateral Agent and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;Collateral Agent; and
(ive) (Ai) a completed Flood Certificate with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall (xA) be addressed to the Collateral Agent Agent, (B) be completed by a company which has guaranteed the accuracy of the information contained therein, and (yC) otherwise comply in all material respects with the Flood Program; (Bii) evidence describing whether the community in which such Material Real Estate Asset is located participates in the Flood Program; (iii) if the any Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the BorrowerBorrower Representative’s written acknowledgment acknowledgement of receipt of written notification from the Collateral Agent (xA) as to the existence of such Mortgaged Property Material Real Estate Asset, and (yB) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (Civ) if such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower applicable U.S. Loan Party has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements regulations of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestBoard of Governors.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset after the Closing Date or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), certificates that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
. Notwithstanding the foregoing, with respect to any Leased Property which is or becomes a Material Real Estate Asset, the applicable Credit Party’s obligation with respect thereto shall be limited to using commercially reasonable efforts to cause the landlord of such Leased Property to consent and execute and deliver such mortgages, documents, instruments, agreements, opinions and certificates that Collateral Agent shall reasonably request (b) The Borrower including, if requested, a Landlord Collateral Access Agreement and a Landlord Consent and Estoppel). In no event shall this provision be deemed to require any Credit Party to take any action which would cause a breach of the lease pertaining to any such Leased Property. In addition to the foregoing, Company shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Granite Broadcasting Corp)
Additional Material Real Estate Assets. (a) In the event that after the Closing Date any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset Material Leasehold Interest or real property owned or leased by any Credit Party on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to Asset or a Foreign Credit Party), located in the United States, Material Leasehold Interest and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral AgentTrustee, for the benefit of Secured Parties, then such Credit Party Party, promptly but in any event not more than 60 days after acquiring such Material Real Estate Asset or, if requested by the Administrative Agent or the Collateral Trustee, such Material Leasehold Interest, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificatescertificates similar to those described in Sections 3.1(i), including 3.1(j) and 3.1(k) with respect to each such Material Real Estate Asset or such Material Leasehold Interest, together with a Landlord Consent and Estoppel Certificate in the items specified in Section 5.11(c)case of a Material Leasehold Interest, that the Requisite Lenders Administrative Agent or the Collateral Trustee shall reasonably request to create in favor of the Collateral AgentTrustee, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest Lien in such Material Real Estate Assets.
(b) The Borrower Asset or Material Leasehold Interest. In addition to the foregoing, NewPageCo shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets or Material Leasehold Interests with respect to which the Collateral Agent Trustee has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Term Loan Credit and Guaranty Agreement (NewPage CORP)
Additional Material Real Estate Assets. 91
(a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset after the Effective Date or a Real Estate Asset owned or leased on the Closing Effective Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Effective Date becomes a Material Real Estate Asset, (a) shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, title insurance policies, surveys, lien searches, opinions and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in such Material Real Estate Assets.
; provided, that in the case of any property leased and not owned by a Credit Party as to which any of the foregoing would require the consent of the landlord, the agreements in this Section 5.11 shall be limited to the use of commercially reasonable efforts to cause such landlord to consent to the taking of these actions and to complying with this Section only to the extent that such consent is obtained, and (b) The Borrower shall use commercially reasonable efforts to cause to be executed and delivered a Collateral Access Agreement and/or similar collateral access agreements with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request. In addition to the foregoing, Borrowers shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Second Lien Credit and Guaranty Agreement (Vonage Holdings Corp)
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party Loan Party, contemporaneously with acquiring such Material Real Estate Asset, shall promptly (a) in the case of each Leasehold Property that is a Material Real Estate Asset, use commercially reasonable efforts to take all such actions and execute and deliver, or cause to be executed and delivered, as requested by the Collateral Agent, (i) a Landlord Consent and Estoppel and evidence that such Leasehold Property is a Recorded Leasehold Interest or (ii) a Landlord Collateral Access Agreement and (b) in the case of any fee interests
in a Material Real Estate Asset, take all such actions and executed and deliver or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions opinions, title insurance, survey, flood certificates and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any necessary filing and/or recording referred to hereinrecording, perfected First Priority security interest in such Material Real Estate Assets.
(b) The . In addition to the foregoing, Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In . Notwithstanding the case of any Material Real Estate Asset referred to in Section 5.11(a)foregoing, the applicable Credit Party shall provide creation or perfection of pledges of or security interests in, or the Collateral Agent with Mortgages obtaining of title insurance with respect to such Real Estate Asset (eachto, a “Mortgaged Property”)particular assets shall not be required if, as the case may beand for so long as, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request judgment of the Administrative Agent (at Agent, the direction cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance in respect of such assets shall be excessive in view of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages benefits to be recorded in such state and such other matters as obtained by the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requesttherefrom.
Appears in 1 contract
Samples: Second Lien Credit and Guaranty Agreement (Paramount Acquisition Corp)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, States and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that (a) any Credit Real Property owned by a Loan Party is subject to a perfected Lien securing Term Loan Debt (or any refinancings thereof permitted hereunder) or (b) the Term Loan Debt (and any refinancings thereof permitted hereunder) shall have been paid in full and, in the case of this clause (b), (i) (A) one or more Loan Parties acquires Real Property after the Closing Date or (B) any Person that owns Real Property becomes a Material Loan Party after the Closing Date, and (ii) the aggregate book value or aggregate fair market value, as reasonably estimated by the Borrowers in good faith, of all such Real Estate Asset Property described in clause (i), together with the aggregate book value or a aggregate fair market value, as reasonably estimated by the Borrowers in good faith, as applicable, of all other Real Estate Asset Property of the Loan Parties (other than the Excepted Real Property owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has Date) that are not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agentan Acceptable Security Interest under a Mortgage, for the benefit of Secured Partiesexceeds $5,000,000, then such Credit Loan Party shall (x) promptly take all such actions that are necessary to subject such Real Property (other than Real Property of the Loan Parties for which neither the aggregate book value nor the aggregate fair market value for all such Real Property for all Loan Parties (other than Excepted Real Property) equals or exceed $5,000,000) to a Lien in favor of the Agent, including executing and execute and deliverdelivering, or cause causing to be executed and delivered, one or more Mortgages with respect to such Real Property, together with all such mortgages, documents, instruments, agreements, certificates, title insurance, title opinions, legal opinions and certificates, including surveys related thereto that are reasonably requested by the items specified Agent and (y) reasonably in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor advance of the Collateral Agentexecution and delivery of any Mortgage covering any Real Property on which any "Building" or "Manufactured (Mobile) Home" (each, for as defined in the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(bapplicable Flood Insurance Regulations) The Borrower shall, at the request of the Requisite Lendersis located, deliver, from time or caused to timebe delivered, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages life-of-loan Federal Emergency Management Agency Standard Flood Hazard Determinations with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that that, after the Closing Date, any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then, contemporaneously with such Credit Party acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such the following actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request each case with respect to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in each such Material Real Estate Assets.Asset:
(a) a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each such Material Real Estate Asset;
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages Mortgage to be recorded in such state in respect of such Material Real Estate Asset and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiiA) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto thereto, dated not more than thirty days prior to the date such Real Estate Asset was acquired or became a Material Real Estate Asset, as applicable, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all applicable recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
(ivd) (A) a completed Flood Certificate evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent;
(e) ALTA surveys of each such Material Real Estate Asset, certified to Collateral Agent and dated not more than thirty days prior to the date such Real Estate Asset was acquired or became a Material Real Estate Asset, as applicable (unless the applicable Credit Party is able to obtain a -61- Title Policy in respect of such Material Real Estate Asset and the Collateral Agent otherwise determines (and the Collateral Agent may rely on the decision of the Requisite Lenders in making such determination) that such ALTA survey is not reasonably required); and
(vf) all such surveysother applicable documents, abstractsinstruments, appraisals agreements, opinions and other documents as certificates with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the Requisite Lenders may reasonably requestbenefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected and continuing First Priority security interest in such Material Real Estate Assets.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (RLJ Entertainment, Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Front Line Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party Front Line Loan Party, no later than 90 days after acquiring such Material Real Estate Asset, or no later than 90 days after a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset (in each case, or such later date as may be agreed by the Required Lenders), shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all with respect to such mortgagesMaterial Real Estate Asset, (i) a Mortgage, (ii) an opinion of counsel in the jurisdiction where such Material Real Estate Asset is located with respect to the enforceability of such Mortgage and such other reasonable and customary matters as the Required Lenders may request, (iii) a mortgagee policy of title insurance (or a marked up title insurance commitment having the effect of a mortgagee policy of title insurance) issued by a title company reasonably satisfactory to the Required Lenders, in an amount not less than the fair market value of such Material Real Estate Asset, insuring the Lien of such Mortgage as a valid First Priority security interest on such Material Real Estate Asset, and (iv) such other customary documents, instruments, agreements, opinions and certificates, including certificates as are reasonably requested by Collateral Agent or the items specified in Section 5.11(c), Required Lenders with respect to each such Material Real Estate Asset that Collateral Agent or the Requisite Required Lenders shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The . In addition to the foregoing, Borrower shall, at the request of the Requisite Required Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In . Notwithstanding anything to the case of contrary set forth in this Agreement or in any Material other Loan Document, in no event shall any Front Line Loan Party be required to deliver a Mortgage with respect to any Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes that is not a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on after the Closing Date becomes a Date, within 90 days (or such longer period agreed to by the Administrative Agent) of acquiring such Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in Section 5.11(c), 3.1(h) and 5.11(b) with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shallIn order to create in favor of Collateral Agent, at for the request benefit of the Requisite LendersSecured Parties, deliver, from time to time, to the Collateral Agent a valid and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of perfected First Priority security interest in any Material Real Estate Asset referred to in Section 5.11(a)Assets, the applicable relevant Credit Party shall provide the deliver to Administrative Agent and Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withAgent:
(i) evidence that counterparts of any such Mortgage has been duly executedfully executed and notarized Mortgages, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lendersapplicable jurisdictions, encumbering such Material Real Estate Asset;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiia) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto thereto, dated not more than thirty days prior to execution of the Mortgage and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the any Mortgages for each Mortgaged Property Material Real Estate Asset in the appropriate real estate records;
(iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent;
(v) ALTA surveys of such Material Real Estate Asset, certified to Collateral Agent and dated not more than thirty days prior to execution of the relevant Mortgage; and
(vvi) such surveys, abstracts, appraisals reports and other documents information, in form, scope and substance satisfactory to Administrative Agent, regarding environmental matters relating to such Material Real Estate Asset, which reports shall include a Phase I report for each Material Real Estate Asset specified by Administrative Agent.
(c) In addition to the foregoing, Borrower shall, at the reasonable request of Required Lenders, deliver, from time to time, to Administrative Agent such appraisals as the Requisite Lenders may reasonably requestare required by law or regulation of Material Real Estate Assets with respect to which Collateral Agent has been granted a Lien.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Waitr Holdings Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Party Party, as soon as practicable but in no event later than twenty (20) days after acquiring such Material Real Estate Asset, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
. The applicable Credit Party shall use its commercially reasonable efforts to cause a Landlord Personal Property Collateral Access Agreement and a Landlord Consent and Estoppel to be executed by the applicable landlord and delivered to the Collateral Agent (bi) The within 90 days after the Closing Date with respect to any Leasehold Property listed on Schedule 4.13(b) as a Leasehold Property and located in the United States and with respect to which aggregate payments under the terms of such lease are $500,000 or more per annum, and (ii) within 90 days after the acquisition of interest therein, any other Leasehold Property located in the United States which the Credit Party leases and with respect to which aggregate payments under the terms of such lease are $500,000 or more per annum. In addition to the foregoing, each Borrower shall, at the request of the Requisite LendersBanks, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Xerium Technologies Inc)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset after the Closing Date or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset or the Collateral Agent requests that any Real Estate Asset owned or leased on the Closing Date become part of the Collateral, and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of or promptly following any request by the Collateral Documents in favor of the Collateral AgentAgent therefor, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
, including, without limitation, (bi) The Borrower shallfully executed and notarized Mortgages, at the request of the Requisite Lendersin proper form for recording in all appropriate places in all applicable jurisdictions, deliver, from time to time, to the Collateral Agent and the Lenders encumbering each such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state jurisdiction in which a Mortgaged Property any such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state jurisdiction and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
Collateral Agent; (iii) in the case of each Material Real Estate Asset that is a Leasehold Property, (1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto thereto, dated not more than thirty (30) days prior to the date on which such Material Real Estate Asset was acquired (or became a Material Real Estate Asset or was requested to become part of the Collateral) and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property Material Real Estate Asset in the appropriate real estate records;
; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and
and (vvi) ALTA surveys of each such surveysMaterial Real Estate Asset, abstractscertified to Collateral Agent and dated not more than thirty (30) days prior to the date on which such Material Real Estate Asset was acquired (or became a Material Real Estate Asset or was requested to become part of the Collateral). In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time, to Administrative Agent such appraisals and other documents as the Requisite Lenders may reasonably requestare required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Syntax-Brillian Corp)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset after the Effective Date or a Real Estate Asset owned or leased on the Closing Effective Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Effective Date becomes a Material Real Estate Asset, (a) shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, title insurance policies, surveys, lien searches, opinions and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
; provided, that in the case of any property leased and not owned by a Credit Party as to which any of the foregoing would require the consent of the landlord, the agreements in this Section 5.11 shall be limited to the use of commercially reasonable efforts to cause such landlord to consent to the taking of these actions and to complying with this Section only to the extent that such consent is obtained, and (b) The Borrower shall use commercially reasonable efforts to cause to be executed and delivered a Collateral Access Agreement and/or similar collateral access agreements with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request. In addition to the foregoing, Borrowers shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (Vonage Holdings Corp)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates necessary in Section 5.11(c), that the Requisite Lenders shall reasonably request order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to hereinin this Section 5.11, perfected First Priority security interest in such Material Real Estate Assets., which such documents shall include:
(a) a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Real Estate Asset;
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) from the Requisite Lenders) in each state in which a Mortgaged Property such Real Estate Asset is located with respect to the enforceability of the form(s) form of Mortgages Mortgage to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiii) an ALTA mortgagee title insurance policies policy or unconditional commitments commitment therefor issued by one or more a title companies company reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such Real Estate Asset (each, a “Title Policy”), in amounts an amount not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Real Estate Asset, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent and (Bii) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property such Mortgage in the appropriate real estate records;
(ivd) (A) a completed Flood Certificate evidence of flood insurance with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all any applicable requirements regulations of the Flood ProgramBoard of Governors, in form and substance reasonably satisfactory to Collateral Agent; and
(ve) an ALTA survey of such surveysReal Estate Asset, abstractscertified to Collateral Agent, in form and substance reasonably satisfactory to Collateral Agent. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time, to Administrative Agent such appraisals and other documents as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. In addition to the Requisite Lenders may foregoing, if the Company acquires a Material Real Estate Asset which has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, the Company promptly provide Collateral Agent with a Phase I Report for each Material Real Estate Asset so acquired, in a form reasonably requestsatisfactory to the Administrative Agent.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (X Rite Inc)
Additional Material Real Estate Assets. (a) In Subject to the provisions of Section 5.17, in the event that any Credit Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to Asset as a Foreign Credit Party), located in the United Statesresult of improvements upon such property, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), such Credit Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in Section 5.11(c)5.11(b) with respect to each such Material Real Estate Asset, that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest Lien in such Material Real Estate Assets.
(b) ; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The Borrower shallinability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the Borrowers, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a LienLien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.
(cb) In order to create in favor of the case Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in a Material Real Estate Asset referred to in as required by Section 5.11(a), the applicable Credit Loan Party shall provide promptly take such actions, and execute and deliver, or cause to be executed and delivered the Collateral Agent with Mortgages with respect following, in each case, to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed extent reasonably requested by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withAdministrative Agent:
(i) evidence that counterparts of any such Mortgage has been duly executeda fully executed and notarized Mortgage, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory applicable jurisdictions, encumbering such Material Real Estate Asset, subject to the Requisite Lendersproviso in the first sentence of Section 5.11(a);
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state jurisdiction in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state jurisdiction and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one Chicago Title Insurance Company or more another title companies company reasonably satisfactory acceptable to the Requisite Lenders Collateral Agent (the “Title Company”) with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than as reasonably agreed by the Fair Market Value Collateral Agent and the Borrower Representative insuring the fee simple title to or leasehold interest in, as applicable (and available), each of the Material Real Estate Assets vested in the applicable Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien on such Material Real Estate Asset encumbered thereby, each Mortgaged Propertywhich Title Policy, (A) shall include all endorsements reasonably requested by the Collateral Agent and available in each respective jurisdiction and (B) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence satisfactory to the Collateral Agent that the applicable Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (ii) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages with respect to such Material Real Estate Asset in the applicable real property records; together with a title report issued by a title company with respect thereto thereto, dated not more than thirty (30) days prior to the date of the creation of the Mortgage on such Material Real Estate Asset and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;Collateral Agent; and
(iv) (A) with the cooperation of the Administrative Agent, a completed Flood Certificate with respect to each Mortgaged PropertyMaterial Real Estate Asset improved with buildings and improvements, which Flood Certificate shall (xi) be addressed to the Collateral Agent Agent, (ii) be completed by a company which has guaranteed the accuracy of the information contained therein, and (yiii) otherwise comply in all material respects with the Flood Program; (B) evidence describing whether the community in which each such Material Real Estate Asset is located participates in the Flood Program; (C) if the any Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the applicable Borrower’s written acknowledgment acknowledgement of receipt of written notification from the Collateral Agent (xi) as to the existence of each such Mortgaged Property Material Real Estate Asset, and (yii) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (CD) if any such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower applicable Loan Party has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements regulations of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestBoard of Governors.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Fairmount Santrol Holdings Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party owns or acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificatescertificates similar to those described in Sections 3.1(h) and 3.1
(i) with respect to each such Material Real Estate Asset (each, including the items specified in Section 5.11(c), an “After-Acquired Mortgaged Property”) that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in such Material Real Estate AssetsAssets subject to the Intercreditor Agreement. In the event that the existing mortgage in favor of Wachovia Bank N.A. encumbering the property at 0000 Xxxxx Xxxxx Xx.
(b, Xxxxx Xxxxxxx, Xxxxxxx is released more than six months prior to the Term Loan Maturity Date, the Borrower covenants to cause to be granted in favor the Collateral Agent, for the benefit of the Secured Parties a mortgage with respect to such property and to cause to be executed and delivered within 30 days of such event all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 3.1(h) The with respect to such property. In addition to the foregoing, the Borrower shall, at the request of the Collateral Agent or the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Term Loan Agreement (Source Interlink Companies Inc)
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party acquires a Material Real Estate Asset (including, without limitation, any acquisition pursuant to a Division) or if a Real Estate Asset owned or leased by a Loan Party on the Closing Date later becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset asset has not otherwise been made subject to the Lien of the Collateral Documents a Security Document in favor of the Collateral Agent, Agent for the benefit of Secured Parties, then such Credit Loan Party shall promptly take all such actions and execute and deliver, or cause deliver to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Agent, for within 90 days from the benefit date of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material acquisition or the date such Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted Asset becomes a Lien.
(c) In the case of any Material Real Estate Asset referred to (or such later date as the Administrative Agent may agree in Section 5.11(aits reasonable discretion), the applicable Credit Party shall provide the Collateral Agent with Mortgages following with respect to each such Material Real Estate Asset (each, a “Mortgaged Property”), as the case may bein each case, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable and substance reasonably satisfactory to the Collateral Agent: (a) a fully executed and notarized Mortgage, in proper form for filing or recording in all filing or recording offices that applicable jurisdictions required by law to establish and perfect the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
Agent, encumbering such Mortgaged Property; (iib) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a such Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state state; (c) an ALTA lender title insurance policy (or unconditional commitment therefor) (a “Title Policy”) issued by one or more title companies (individually or collectively, as the context requires, the “Title Company”) reasonably satisfactory to the Collateral Agent in an amount not less than the fair market value of such Mortgaged Property, insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable first priority mortgage Lien on the Mortgaged Property encumbered thereby (subject only to Permitted Liens), and such other matters Title Policy (A) shall include all endorsements reasonably requested by the Collateral Agent and (B) shall provide for affirmative insurance and such reinsurance as the Requisite Lenders Collateral Agent may reasonably request, in each case all of the foregoing in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto Collateral Agent; and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit the applicable Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (ii) paid to the title company or to the appropriate Governmental Authorities Title Company all expenses and premiums of the title company Title Company and all other sums required in connection with the issuance of each the Title Policy and to the Title Company or the appropriate Governmental Authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate applicable real estate property records;
; together with copies of all recorded documents listed in part II of Schedule B to such policies or commitments as exceptions to title or otherwise referred to therein; (ivd) (A) a completed Flood Certificate with respect to each such Mortgaged Property, which Flood Certificate shall (x1) be addressed to the Collateral Agent Agent, (2) be completed by a company which has guaranteed the accuracy of the information contained therein, and (y3) otherwise comply with the Flood Program and Flood Insurance Laws; (B) evidence describing whether the community in all material respects with which such Mortgaged Property is located participates in the Flood Program; (BC) if the any Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.138
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit U.S. Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then in the case of such Credit Party shall U.S. Loan Party, promptly take to the fullest extent commercially practical all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in Section 5.11(c), Sections 5.12(a) through 5.12(e) with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request in order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.:
(a) a fully executed and notarized Mortgage, in proper form for recording in the appropriate places in the applicable jurisdiction;
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) admitted in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) form of Mortgages Mortgage to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiic) in the case of each Leasehold Property, (i) a Landlord Consent if the applicable landlord has delivered a Landlord Consent after the U.S. Borrower’s use of commercially reasonable efforts to obtain such Landlord Consent (provided that the U.S. Borrower shall not be required to expend any funds or grant any concession to obtain such Landlord Consent), and (ii) evidence that such Leasehold Property is a Recorded Leasehold Interest;
(d) an ALTA mortgagee title insurance policies policy or unconditional commitments commitment therefor issued by one or more title companies (the “Title Company”) reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts an amount not less than 110% of the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset insuring the title to such Material Real Estate Asset vested in the applicable U.S. Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien on such Material Real Estate Asset encumbered thereby, which Title Policy (i) shall include all endorsements reasonably requested by the Collateral Agent and (ii) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence satisfactory to the Collateral Agent that the applicable U.S. Loan Party has (A) delivered to the Title Company all certificates, consents and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (B) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the applicable Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage in the applicable real property records; together with a title report issued by a title company with respect thereto thereto, dated as of a date reasonably satisfactory to the Collateral Agent and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;Collateral Agent; and
(ive) (Ai) a completed Flood Certificate with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall (xA) be addressed to the Collateral Agent Agent, (B) be completed by a company which has guaranteed the accuracy of the information contained therein, and (yC) otherwise comply in all material respects with the Flood Program; (Bii) evidence describing whether the community in which such Material Real Estate Asset is located participates in the Flood Program; (iii) if the any Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the BorrowerBorrower Representative’s written acknowledgment acknowledgement of receipt of written notification from the Collateral Agent (xA) as to the existence of such Mortgaged Property Material Real Estate Asset, and (yB) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (Civ) if such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower applicable U.S. Loan Party has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements regulations of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestBoard of Governors.
Appears in 1 contract
Samples: Credit Agreement (PVH Corp. /De/)
Additional Material Real Estate Assets. (a) In the event that any Credit U.S. Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then in the case of such Credit Party shall U.S. Loan Party, promptly take to the fullest extent commercially practical all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in Section 5.11(c), Sections 5.12(a) through 5.12(e) with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request in order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.:
(a) a fully executed and notarized Mortgage, in proper form for recording in the appropriate places in the applicable jurisdiction;
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) admitted in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) form of Mortgages Mortgage to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiic) in the case of each Leasehold Property, (i) a Landlord Consent if the applicable landlord has delivered a Landlord Consent after the U.S. Borrower’s use of commercially reasonable efforts to obtain such Landlord Consent (provided that the U.S. Borrower shall not be required to expend any funds or grant any concession to obtain such Landlord Consent), and (ii) evidence that such Leasehold Property is a Recorded Leasehold Interest;
(d) an ALTA mortgagee title insurance policies policy or unconditional commitments commitment therefor issued by one or more title companies (the “Title Company”) reasonably satisfactory to the Requisite Lenders Collateral NY\6180200.13 Agent with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts an amount not less than 110% of the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset insuring the title to such Material Real Estate Asset vested in the applicable U.S. Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien on such Material Real Estate Asset encumbered thereby, which Title Policy (i) shall include all endorsements reasonably requested by the Collateral Agent and (ii) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence satisfactory to the Collateral Agent that the applicable U.S. Loan Party has (A) delivered to the Title Company all certificates, consents and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (B) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the applicable Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage in the applicable real property records; together with a title report issued by a title company with respect thereto thereto, dated as of a date reasonably satisfactory to the Collateral Agent and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;Collateral Agent; and
(ive) (Ai) a completed Flood Certificate with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall (xA) be addressed to the Collateral Agent Agent, (B) be completed by a company which has guaranteed the accuracy of the information contained therein, and (yC) otherwise comply in all material respects with the Flood Program; (Bii) evidence describing whether the community in which such Material Real Estate Asset is located participates in the Flood Program; (iii) if the any Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the BorrowerBorrower Representative’s written acknowledgment acknowledgement of receipt of written notification from the Collateral Agent (xA) as to the existence of such Mortgaged Property Material Real Estate Asset, and (yB) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (Civ) if such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower applicable U.S. Loan Party has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements regulations of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestBoard of Governors.
Appears in 1 contract
Samples: Credit Agreement (PVH Corp. /De/)
Additional Material Real Estate Assets. (a) In the event that Company or any Credit Party Guarantor Subsidiary acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then Company or such Credit Party Guarantor Subsidiary, within sixty (60) days (or such longer period as may be agreed by Administrative Agent) after acquiring such Material Real Estate Asset, shall promptly take all such reasonable and customary actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions the flood insurance and certificates, including certificates that are required by Section 3.1(j) and the items specified in Section 5.11(cfollowing: (i) a fully executed and notarized Mortgage (together with UCC-1 fixture filings if requested by Administrative Agent), that the Requisite Lenders in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Material Real Estate Asset, which Mortgage shall reasonably request to effectively create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in Parties, a manner reasonably satisfactory first-priority mortgage Lien on such Material Real Estate Asset, subject only to the Requisite Lenders;
Permitted Liens; (ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders Collateral Agent (a “Title Company”) with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders Collateral Agent, (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (Biii) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities Collateral Agent of payment of all expenses and premiums of the title company Title Company and all other sums required in connection with the issuance of each the Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages Mortgage for each Mortgaged Property such Material Real Estate Asset in the appropriate real estate records;
; (iv) with respect to the Mortgage, opinions, addressed to Administrative Agent, Collateral Agent and the other Lenders of (A) a completed Flood Certificate outside counsel or in-house counsel (consistent with those required by Section 3.1(e)), as to the due authorization, execution and delivery of the Mortgage by Company or any Guarantor, as applicable, and (B) local counsel in each jurisdiction such Material Real Estate Asset is located as to other customary opinions relating to the Mortgage; (v) with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall such affidavits, certificates, instruments of indemnification and other items (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in including a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (xso-called “gap” indemnification) as shall be reasonably required to induce the existence of such Mortgaged Property and (y) as Title Company to whether issue the community in which each Mortgaged Property is located is participating in the Flood ProgramTitle Policies contemplated above; and (Cvi) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates to the extent in the Flood Programpossession of Company or the applicable Guarantor, evidence that the Borrower has obtained a policy an ALTA survey for such Material Real Estate Asset, together with an affidavit of flood insurance that is no change in compliance in all material respects with all applicable requirements favor of the Flood Program; and
(v) Title Company. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time, to Administrative Agent such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestare required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a lien.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Covanta Holding Corp)
Additional Material Real Estate Assets. (a) In Subject to the provisions of Section 5.17, in the event that any Credit Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to Asset as a Foreign Credit Party), located in the United Statesresult of improvements upon such property, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), such Credit Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in Section 5.11(c)5.11(b) with respect to each such Material Real Estate Asset, that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest Lien in such Material Real Estate Assets.
(b) ; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The Borrower shallinability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the Borrower, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a LienLien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.
(cb) In order to create in favor of the case Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in a Material Real Estate Asset referred to in as required by Section 5.11(a), the applicable Credit Loan Party shall provide promptly take such actions, and execute and deliver, or cause to be executed and delivered the Collateral Agent with Mortgages with respect following, in each case, to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed extent reasonably requested by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withAdministrative Agent:
(i) evidence that counterparts of any such Mortgage has been duly executeda fully executed and notarized Mortgage, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable appropriate places in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory applicable jurisdictions, encumbering such Material Real Estate Asset, subject to the Requisite Lendersproviso in the first sentence of Section 5.11(a);
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state jurisdiction in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state jurisdiction and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iii) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one Chicago Title Insurance Company or more another title companies company reasonably satisfactory acceptable to the Requisite Lenders Collateral Agent (the “Title Company”) with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than as reasonably agreed by the Fair Market Value Collateral Agent and the Borrower insuring the fee simple title to or leasehold interest in, as applicable (and available), each of the Material Real Estate Assets vested in the applicable Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien on such Material Real Estate Asset encumbered thereby, each Mortgaged Propertywhich Title Policy, (A) shall include all endorsements reasonably requested by the Collateral Agent and available in each respective jurisdiction and (B) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence satisfactory to the Collateral Agent that the applicable Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (ii) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages with respect to such Material Real Estate Asset in the applicable real property records; together with a title report issued by a title company with respect thereto thereto, dated not more than thirty (30) days prior to the date of the creation of the Mortgage on such Material Real Estate Asset and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;Collateral Agent; and
(iv) (A) with the cooperation of the Administrative Agent, a completed Flood Certificate with respect to each Mortgaged PropertyMaterial Real Estate Asset improved with buildings and improvements, which Flood Certificate shall (xi) be addressed to the Collateral Agent Agent, (ii) be completed by a company which has guaranteed the accuracy of the information contained therein, and (yiii) otherwise comply in all material respects with the Flood Program; (B) evidence describing whether the community in which each such Material Real Estate Asset is located participates in the Flood Program; (C) if the any Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the Borrower’s written acknowledgment acknowledgement of receipt of written notification from the Collateral Agent (xi) as to the existence of each such Mortgaged Property Material Real Estate Asset, and (yii) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (CD) if any such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower applicable Loan Party has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements regulations of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestBoard of Governors.
Appears in 1 contract
Samples: Term Loan Credit and Guaranty Agreement (Fairmount Santrol Holdings Inc.)
Additional Material Real Estate Assets. (a) In At any time after the Funding Date, in the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified those which are similar to those described in Section 5.11(c), Sections 3.2(f) with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
; provided that, solely with respect to Material Real Estate Assets constituting Leasehold Properties, no Credit Party shall be required to enter into leasehold mortgages unless all requisite lessor consents have been obtained; provided that the Credit Parties shall use commercially reasonable efforts (bbut shall not be required to provide cash concessions or make consent payments) The to obtain such consents. In addition to the foregoing, at any time after the Funding Date, Borrower shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
Lien (c) In the case provided that for so long as no Event of Default shall have occurred and is continuing, no more than one appraisal shall be required with respect to any Material Real Estate Asset referred to in Section 5.11(aany Fiscal Year), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Keystone Automotive Operations Inc)
Additional Material Real Estate Assets. (a) In Subject to Section 5.13, in the event that any Credit Party (other than a PRC Subsidiary) acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date by any Credit Party (other than a PRC Subsidiary) becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly (provided that such action would not result in any breach of any applicable law or regulation) take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor each of the Collateral Agentfollowing documents:
(a) fully executed documentation, which shall be in proper form for the benefit of Secured Partiesrecording in all appropriate places in all applicable jurisdictions, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in encumbering each such Material Real Estate Assets.Asset with a first-priority Lien in favor of Collateral Agent;
(b) The if requested by Collateral Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each jurisdiction in which such Material Real Estate Assets are located with respect to the enforceability of the form(s) of the Collateral Documents covering such Material Real Estate Assets and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; and
(c) in the case of each Leasehold Property that is a Material Real Estate Asset, and only if such can be obtained by such Credit Party after using its commercially reasonable efforts, (1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest. In addition to the foregoing, Borrower shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit Party purchases, leases or otherwise acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Joint Collateral Agent, for the benefit of Secured Parties, then contemporaneously with acquiring such Material Real Estate Asset (or such Real Estate Asset subsequently becoming a Material Real Estate Asset, such Credit Party shall promptly take all (a) promptly, but in any event within thirty (30) days after such actions purchase, lease or other acquisition, provide written notice thereof to the Administrative Agent and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Monitoring Agent, for the benefit setting forth with specificity a description of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
Asset acquired, a title commitment, a survey (if available) and such Credit Party's good faith estimate of the current fair market value of such Material Real Estate Asset and (b) The Borrower if either such Agent so requests, the applicable Credit Party shall promptly execute and deliver to the Joint Collateral Agent (with a copy to the Collateral Monitoring Agent), a Mortgage and such other documents, instruments as such Persons shall reasonably request with respect to such Material Real Estate Asset; provided, however that, in the case of any Leasehold Property, such obligation to deliver a Mortgage shall be contingent upon such Credit Party's obtaining and delivering to the Collateral Monitoring Agent a Landlord Consent and Estoppel and evidence that such Leasehold Property is a Recorded Leasehold Interest and for which such Credit Party agrees to use commercially reasonable best efforts to obtain (it being acknowledged and agreed that "commercially reasonable best efforts" shall not be construed to require the payment by any Credit Party of any fee or other consideration for such Landlord Consent and Estoppel other than reimbursement of legal expenses actually incurred by landlords). In addition to the foregoing, the relevant Credit Party shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders Collateral Monitoring Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Joint Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Mariner Health Care Inc)
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then in the case of such Credit Party shall promptly take all such actions and execute and deliverLoan Party, or cause deliver to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Agent, for within 90 days (or such later date as the benefit of Secured PartiesAdministrative Agent may agree in its reasonable discretion), a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets following with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any each such Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as in each case, in form and substance reasonably satisfactory to the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withCollateral Agent:
(ia) evidence that counterparts of any such Mortgage has been duly executeda fully executed and notarized Mortgage, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that applicable jurisdictions required by law to establish and perfect the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite LendersAgent, encumbering such Mortgaged Property;
(iib) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a such Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lendersstate;
(iiic) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies (individually or collectively, as the context requires, the “Title Company”) reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each such Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value fair market value of such Mortgaged Property insuring the fee simple title to such Mortgaged Property vested in the applicable Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien on such Mortgaged Property encumbered thereby, and each Mortgaged Propertysuch Title Policy (A) shall include all endorsements reasonably requested by the Collateral Agent and (B) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, together with a title report issued by a title company with respect thereto and copies all of all recorded documents listed as exceptions to title or otherwise referred to therein, each the foregoing in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent; and (B) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit the applicable Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (ii) paid to the title company or to the appropriate Governmental Authorities Title Company all expenses and premiums of the title company Title Company and all other sums required in connection with the issuance of each the Title Policy Policies and to the Title Company or the appropriate Governmental Authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate applicable real estate property records; together with copies of all recorded documents listed in part II of Schedule B to such policies or commitments as exceptions to title or otherwise referred to therein;
(ivd) (A) a completed Flood Certificate with respect to each such Mortgaged Property, which Flood Certificate shall (x1) be addressed to the Collateral Agent Agent, (2) be completed by a company which has guaranteed the accuracy of the information contained therein, and (y3) otherwise comply in all material respects with the Flood Program; (B) evidence describing whether the community in which such Mortgaged Property is located participates in the Flood Program; (C) if the any Flood Certificate states that a such Mortgaged Property is has buildings or structures located in a Flood Zone, the BorrowerBorrower Representative’s written acknowledgment acknowledgement of receipt of written notification from the Collateral Agent (x1) as to the existence of such Mortgaged Property Property, and (y2) as to whether the community in which each such Mortgaged Property is located is participating in the Flood Program; and (CD) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower applicable Loan Party has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements regulations of the Flood ProgramBoard of Governors; and
(ve) copies of any and all surveys of such surveysMortgaged Property that are in the possession of any of the Loan Parties. In addition to the foregoing, abstractsin the case of the Borrowers, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals and other documents as are required by law or regulation of Material Real Estate Assets with respect to which the Requisite Lenders may reasonably requestCollateral Agent has been granted a Lien.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Original Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then in the case of such Credit Party shall Loan Party, promptly take to the fullest extent commercially practical all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in clauses (a) through (e) of this Section 5.11(c), with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request in order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.:
(a) a fully executed and notarized Mortgage, in proper form for recording in the appropriate places in the applicable jurisdiction;
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) admitted in each the state in which a Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) form of Mortgages Mortgage to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite LendersCollateral Agent;
(iiic) in the case of each Leasehold Property, (i) a Landlord Consent if the applicable landlord has delivered a Landlord Consent after the U.S. Borrower’s use of commercially reasonable efforts to obtain such Landlord Consent (provided that the U.S. Borrower shall not be required to expend any funds or grant any concession to obtain such Landlord Consent), and (ii) evidence that such Leasehold Property is a Recorded Leasehold Interest;
(d) an ALTA mortgagee title insurance policies policy or unconditional commitments commitment therefor issued by one or more title companies (the “Title Company”) reasonably satisfactory to the Requisite Lenders Collateral Agent with respect to each Mortgaged Property such Material Real Estate Asset (each, a “Title Policy”), in amounts an amount not less than 110% of the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset insuring the title to such Material Real Estate Asset vested in the applicable Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien on such Material Real Estate Asset encumbered thereby, which Title Policy (i) shall include all endorsements reasonably requested by the Collateral Agent and (ii) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; and evidence satisfactory to the Collateral Agent that the applicable Loan Party has (A) delivered to the Title Company all certificates, consents and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (B) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the applicable Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage in the applicable real property records; together with a title report issued by a title company with respect thereto thereto, dated as of a date reasonably satisfactory to the Collateral Agent and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;Collateral Agent; and
(iv) (Ai) a completed Flood Certificate with respect to each Mortgaged Propertysuch Material Real Estate Asset, which Flood Certificate shall (xA) be addressed to the Collateral Agent Agent, (B) be completed by a company which has guaranteed the accuracy of the information contained therein, and (yC) otherwise comply in all material respects with the Flood Program; (Bii) evidence describing whether the community in which such Material Real Estate Asset is located participates in the Flood Program; (iii) if the any Flood Certificate states that such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the BorrowerBorrower Representative’s written acknowledgment acknowledgement of receipt of written notification from the Collateral Agent (xA) as to the existence of such Mortgaged Property Material Real Estate Asset, and (yB) as to whether the community in which each Mortgaged Property such Material Real Estate Asset is located is participating in the Flood Program; and (Civ) if such Mortgaged Property Material Real Estate Asset is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower applicable Loan Party has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements regulations of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestBoard of Governors.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit Party (i) acquires a Material Real Estate Asset Asset, (ii) acquires any Hydrocarbon Interests which Hydrocarbon Interest produces in commercially reasonable quantities, or (iii) develops a previously undeveloped Hydrocarbon Interest, such Hydrocarbon Interest produces in commercially reasonable quantities and such Hydrocarbon Interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Trustee, for the benefit of Secured Parties, or (iv) a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral AgentTrustee, for the benefit of Secured Parties, then in each case such Credit Party Party, contemporaneously with the occurrence of any of the events described in clauses (i) or (iv) of this Section 5.11 and semi-annually with respect to the events described in clauses (ii) and (iii) of this Section 5.11, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in Section 5.11(cSections 3.1(i), 3.1(j) and 3.1(k) with respect to each such Material Real Estate Asset or Hydrocarbon Interests that the Requisite Lenders Administrative Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid andcreate, subject to any filing and/or recording referred to herein, perfected First Priority security interest an Acceptable Security Interest in such Material Real Estate Assets.
(b) The Borrower Assets or Hydrocarbon Interests. In addition to the foregoing, Company shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent Trustee has been granted a Lien, but, other than after the occurrence and during the continuance of an Event of Default, not more than one such appraisal in any twelve month period.
(cb) In No later than ninety (90) days after June 30th and December 31st of each year, Company and the case of any Material Real Estate Asset referred Guarantors shall, if required, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages 3.1(i) with respect to such Real Estate Asset (each, a “Mortgaged Property”), as additional Hydrocarbon Interests which have not otherwise been made subject to the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) Lien of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein Collateral Documents in favor of the Collateral Agent Trustee, for the benefit of Secured Parties, such that the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory aggregate of Hydrocarbon Interests subject to the Requisite Lenders;
(ii) upon the reasonable request Lien of the Administrative Agent (at Collateral Documents in favor of Collateral Trustee, for the direction benefit of Secured Parties, shall represent no less than 80% of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability value of the form(s) Proven Reserves of Mortgages to be recorded in such state Company and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to Guarantors based on the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestmost recent Engineering Report.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Belden & Blake Corp /Oh/)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires acquires, leases or subleases, as applicable, a Material Real Estate Asset or a Real Estate Asset owned owned, leased or leased subleased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then such Credit Party Party, as soon as practicable but in no event later than twenty (20) days after acquiring, leasing or subleasing, as applicable, such Material Real Estate Asset (as such date may be extended by the Collateral Agent in its sole discretion), shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgagesMortgages, UCC financing statements, title policies, surveys, flood determinations (if applicable), Recorded Documents (if applicable), documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority lien and security interest in such Material Real Estate Assets.
. The applicable Credit Party shall use its commercially reasonable efforts to cause a Landlord Personal Property Collateral Access Agreement and a Landlord Consent and Estoppel to be executed by the applicable landlord and delivered to the Collateral Agent (bi) The within ninety (90) days after the Closing Date (as such date may be extended by the Collateral Agent in its sole discretion) with respect to any Leasehold Property listed on Schedule 4.13(b) as a Leasehold Property and located in the United States or Canada and with respect to which aggregate payments under the terms of such lease are $500,000 or more per annum, and (ii) within ninety (90) days after the acquisition of interest therein (as such date may be extended by the Collateral Agent in its sole discretion), any other Leasehold Property constituting a Material Real Estate Asset. In addition to the foregoing, the Lead Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Xerium Technologies Inc)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, taking into account not to create adverse tax consequences to Xerium in respect of Section 956 of the Internal Revenue Code, then such Credit Party Party, as soon as practicable but in no event later than twenty (20) days after acquiring such Material Real Estate Asset, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), certificates with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
. The applicable Credit Party shall use its commercially reasonable efforts to cause a Landlord Personal Property Collateral Access Agreement and a Landlord Consent and Estoppel to be executed by the applicable landlord and delivered to the Collateral Agent (bi) The within 90 days after the Closing Date with respect to any Leasehold Property listed on Schedule 4.13(b) as a Leasehold Property and located in the United States and with respect to which aggregate payments under the terms of such lease are $500,000 or more per annum, and (ii) within 90 days after the acquisition of interest therein, any other Leasehold Property located in the United States which the Credit Party leases and with respect to which aggregate payments under the terms of such lease are $500,000 or more per annum. In addition to the foregoing, each Borrower shall, at the request of the Requisite LendersBanks, deliver, from time to time, to the Collateral Administrative Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Xerium Technologies Inc)
Additional Material Real Estate Assets. (a) In the event that any Credit Party acquires or leases a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party Party, contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset (and in any event within 30 days or such longer period approved by Administrative Agent and Requisite Lenders in writing), shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders certificates with respect to each such Material Real Estate Asset as Collateral Agent shall reasonably request in writing to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
, including (a) documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(i), 3.1(j), and 3.1(k), (b) The Borrower shallfully executed and notarized Mortgages, at the request of the Requisite Lendersin proper form for recording in all appropriate places in all applicable jurisdictions, deliver, from time to time, to the Collateral Agent and the Lenders encumbering each such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, (c) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each state in which a Mortgaged Property any such Material Real Estate Asset is located with respect to the enforceability of the form(s) of the Mortgages to be recorded in such state and such other matters as the Requisite Lenders Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent, (d) in the Requisite Lenders;
case of any Material Real Estate Asset that is a Leasehold Property, (iiii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders a Landlord Consent and Estoppel and (ii) evidence that such Leasehold Property is a Recorded Leasehold Interest, (e) (i) Title Policies with respect to each Mortgaged Property (each, a “Title Policy”)such Material Real Estate Asset, in amounts not less than the Fair Market Value fair market value of each Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto thereto, dated not more than thirty days prior to the acquisition or lease date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) Collateral Agent, and (Bii) evidence reasonably satisfactory to the Requisite Lenders Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property any such Material Real Estate Asset in the appropriate real estate records;
, (ivf) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) evidence of flood insurance if the Flood Certificate states that any such Mortgaged Property Material Real Estate Asset is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Hazard Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and that is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance in all material respects with all any applicable requirements regulations of the Flood Program; and
Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent, (vg) an ALTA survey of any such surveysMaterial Real Estate Asset, abstractscertified to Collateral Agent and dated not more than thirty days prior to the acquisition or lease date (unless otherwise approved by the applicable title company as being sufficient to deliver the related Title Policy without any general survey exception), appraisals and (h) reports and other documents information, in form, scope and substance satisfactory to Administrative Agent, regarding environmental matters relating to any Material Real Estate Asset, which reports shall include, if requested by Administrative Agent, a Phase I Report for any such Material Real Estate Asset consisting of a Facility. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. In addition to the foregoing, the Credit Parties shall, at the request of Requisite Lenders may reasonably requestLenders, deliver, from time to time, to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (OneWater Marine Inc.)
Additional Material Real Estate Assets. (a) In the event that any Credit Party other than a Foreign Subsidiary acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Restatement Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgagesMortgages, documents, instruments, agreements, opinions and certificates, including the items specified certificates similar to those described in Section 5.11(c), 3.1(h) of the Existing Credit Agreement with respect to each such Material Real Estate Asset that the Requisite Lenders Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest Lien in such Material Real Estate Assets.
; provided that no such Lien shall be required to be granted as contemplated by this Section 5.11 on any owned Real Estate Asset or fixtures the acquisition of which is financed, or is to be financed in whole or in part through the incurrence of Indebtedness permitted by Section 6.1(r) or Section 6.10, until such Indebtedness is repaid in full (bwithout giving effect to any refinancing thereof) The or, as the case may be, the Borrower determines not to proceed with such financing or refinancing. In addition to the foregoing, the Borrower shall, at the request of the Requisite LendersCollateral Agent, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien.
(c) In . Notwithstanding anything in this Section to the case of any Material Real Estate Asset referred contrary, Third Wave shall not be required to execute or deliver a Mortgage in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with:
(i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders;
(ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and
(v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably requestThird Wave Leasehold Facility.
Appears in 1 contract
Additional Material Real Estate Assets. (a) In the event that any Credit Loan Party acquires a Material Real Estate Asset or if a Real Estate Asset owned or leased by a Loan Party on the Closing Date later becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, Asset and such interest in such Material Real Estate Asset asset has not otherwise been made subject to the Lien of the Collateral Documents a Security Document in favor of the Collateral Agent, Agent for the benefit of Secured Parties, then such Credit Loan Party shall promptly take all such actions and execute and deliver, or cause deliver to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Agent, for within 90 days from the benefit date of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material acquisition or the date such Real Estate Assets.
(b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted Asset becomes a Lien.
(c) In the case of any Material Real Estate Asset referred to (or such later date as the Administrative Agent may agree in Section 5.11(aits reasonable discretion), the applicable Credit Party shall provide the Collateral Agent with Mortgages following with respect to each such Material Real Estate Asset (each, a “Mortgaged Property”), as in each case, in form and substance reasonably satisfactory to the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together withCollateral Agent:
(ia) evidence that counterparts of any such Mortgage has been duly executeda fully executed and notarized Mortgage, acknowledged and delivered and such Mortgage is in proper form suitable for filing or recording in all filing or recording offices that applicable jurisdictions required by law to establish and perfect the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite LendersAgent, encumbering such Mortgaged Property;
(iib) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite LendersCollateral Agent) in each the state in which a such Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state state;
(c) an ALTA lender title insurance policy (or unconditional commitment therefor) (a “Title Policy”) issued by one or more title companies (individually or collectively, as the context requires, the “Title Company”) reasonably satisfactory to the Collateral Agent in an amount not less than the fair market value of such Mortgaged Property, insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable first priority mortgage Lien on the Mortgaged Property encumbered thereby (subject only to Permitted Liens), and such other matters Title Policy (A) shall include all endorsements reasonably requested by the Collateral Agent and (B) shall provide for affirmative insurance and such reinsurance as the Requisite Lenders Collateral Agent may reasonably request, in each case all of the foregoing in form and substance reasonably satisfactory to the Requisite Lenders;
(iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably Collateral Agent; and evidence satisfactory to the Requisite Lenders with respect to each Mortgaged Property Collateral Agent that the applicable Loan Party has (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory i) delivered to the Requisite Lenders (it being understood that any exceptions listed Title Company all certificates and affidavits required by the Title Company in a connection with the issuance of the applicable Title Policy constituting Permitted Liens shall be satisfactory) and (Bii) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities Title Company all expenses and premiums of the title company Title Company and all other sums required in connection with the issuance of each the Title Policy and to the Title Company or the appropriate Governmental Authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate applicable real estate property records; together with copies of all recorded documents listed in part II of Schedule B to such policies or commitments as exceptions to title or otherwise referred to therein;
(ivd) (A) a completed Flood Certificate with respect to each such Mortgaged Property, which Flood Certificate shall (x1) be addressed to the Collateral Agent Agent, (2) be completed by a company which has guaranteed the accuracy of the information contained therein, and (y3) otherwise comply in all material respects with the Flood Program; (B) evidence describing whether the community in which such Mortgaged Property is located participates in the Flood Program; (C) if the any Flood Certificate states that such Mortgaged Property is has buildings or structures located in a Flood Zone, the BorrowerBorrower Representative’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y1) as to whether the community in which each Mortgaged Property is located is participating in portions of the Flood Program; and (C) if land components of such Mortgaged Property is on which such buildings or structures are located are in a Flood Zone, and (2) if located in a Flood Zone and is located in a community that participates in the Flood ProgramZone, evidence that the Borrower applicable Loan Party has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements regulations of the Flood ProgramBoard of Governors or as otherwise reasonably required by the Collateral Agent and the Lenders; and
(ve) copies of any and all surveys of such surveysMortgaged Property that are in the possession of a Loan Party, abstractsand, to the extent such surveys are acceptable to the title company, and provided that no material changes have occurred since the issuance thereof, a no-change affidavit reasonably acceptable to such Loan Party sufficient to allow the title company to delete the standard survey exception and survey related endorsements to the title insurance policy. In addition to the foregoing, (i) in the case of the Borrowers, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Material Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and other documents (ii) prior to the execution of a Mortgage encumbering any such Material Real Estate Asset, the Collateral Agent or the Borrowers shall provide at least forty five (45) days prior written notice to the Lenders (or such shorter period as agreed by the Requisite Collateral Agent in its reasonable discretion). Upon confirmation from all Lenders that the requisite flood insurance due diligence and flood insurance compliance reasonably requested by the Lenders has been completed, the relevant Loan Party may pledge the Material Real Estate Asset pursuant to a Mortgage. It is understood and agreed that if such Lender has been provided the deliverables required under Section 5.13(d) and has not objected or reasonably requestrequested additional flood insurance due diligence and flood insurance compliance deliverables within five (5) Business Days, such confirmation will be deemed to have occurred.
Appears in 1 contract
