Additional Real Estate Assets. In the event that any Credit Party acquires, or any Person that becomes a Credit Party holds, a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall, promptly, and in any event within ten (10) days of such Credit Party acquiring such Real Estate Asset or such Person becoming a Credit Party, take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables and Perfection Deliverables with respect to each such Real Estate Asset 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 or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) in such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Real Estate Assets. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time (but, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. Notwithstanding anything to the contrary in this Section 5.11, the requirements of this Section 5.11 shall not apply to any Real Estate Asset acquired after the Closing Date, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate the provisions of this Section 5.11.
Appears in 8 contracts
Samples: Credit and Guaranty Agreement (Douglas Dynamics, Inc), Credit and Guaranty Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc)
Additional Real Estate Assets. (a) In the event that any Credit Party acquires, or any Person that becomes a Credit Party holds, acquires a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater other than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured PartiesExcluded Property), then such Credit Party shallParty, promptly, and in any event within ten no later than forty-five (1045) days of (or such Credit Party longer period as may be agreed in writing by the Collateral Agent) after acquiring such Real Estate Asset or such Person becoming a Credit Party, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such Mortgages, documents, instruments, agreements, opinions and Perfection Deliverables with respect certificates similar to each such Real Estate Asset those described in clause (b) immediately below that the 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 or Second Priority enforceable Lien (in accordance with the priorities set forth in the Intercreditor Agreement) on, and security interest in such Real Estate Assets, and reports and other information reasonably satisfactory to Asset. The Administrative Agent regarding environmental matters (includingmay, without limitationin its reasonable judgment, a Phase I Report) grant extensions of time for compliance or exceptions with respect to such Real Estate Assetsthe provisions of this Section 7.11 by any Credit Party. In addition to the foregoing, Company the applicable Credit Party shall, at the request of Requisite the Required Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative 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. Notwithstanding anything .
(b) In order to create in favor of the Collateral Agent, for the benefit of the holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in, any Real Estate Asset that is prior and superior in right to any other Lien (other than Permitted Liens), the Administrative Agent and the Collateral Agent (with copies sufficient for each Lender) shall have received from the Borrower with respect to such Real Estate Asset:
(i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Real Estate Asset;
(ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the contrary Collateral Agent) in this Section 5.11each state in which such 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 Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the requirements Collateral Agent;
(iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Collateral Agent (each, a “Title Policy”) with respect to such Real Estate Asset, in amounts not less than the fair market value of this Section 5.11 shall not apply 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 Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that such Borrower 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 Mortgage for such Real Estate Asset in the appropriate real estate records;
(iv) a recently issued life of loan flood zone determination certificate;
(v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program and a written acknowledgment of the applicable Credit Party of receipt of written notification from the Administrative Agent (1) as to the fact that such real property is a Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Collateral Agent;
(vi) if an exception to the Title Policy with respect to any Real Estate Asset acquired after the Closing Datesubject to a Mortgage would arise without such ALTA surveys, as to which the Collateral Agent has determined ALTA surveys of such Real Estate Asset; and
(vii) reports and other reasonable information, in its sole discretion that the collateral value thereof is insufficient to justify the difficultyform, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments scope and substance reasonably satisfactory to the Collateral Documents as the Collateral Agent deems necessary Administrative Agent, regarding environmental matters relating to effectuate the provisions of this Section 5.11such Real Estate Asset.
Appears in 3 contracts
Samples: Credit Agreement (Computer Programs & Systems Inc), Credit Agreement (Computer Programs & Systems Inc), Credit Agreement (Computer Programs & Systems Inc)
Additional Real Estate Assets. (a) In the event that any Credit Party acquires, owns or any Person that becomes acquires a Credit Party holds, a Material Owned Real Estate Asset that is Asset, then such Credit Party, no later than forty-five (a45) a fee interest with a fair market value equal to days (or greater than $500,000 or (b) a leasehold interest with a value that Administrative such longer period as may be agreed in writing by the Agent in its sole discretion, ) after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall, promptly, and in any event within ten (10) days of such Credit Party acquiring such Material Owned Real Estate Asset or such Person becoming a Credit Party, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such Mortgages, documents, instruments, agreements, opinions and Perfection Deliverables with respect certificates similar to each such Real Estate Asset those described in clause (b) immediately below that the Agent shall reasonably request to create in favor of Collateral the 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 or Second Priority enforceable Lien (in accordance with the priorities set forth in the Intercreditor Agreement) on, and security interest in such Material Owned Real Estate AssetsAsset. The Agent may, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (includingin its reasonable judgment, without limitation, a Phase I Report) grant extensions of time for compliance or exceptions with respect to such Real Estate Assetsthe provisions of this Section 8.15 by any Credit Party. In addition to the foregoing, Company the applicable Credit Party shall, at the request of Requisite the Required Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals as are required by law or regulation of Material Owned Real Estate Assets with respect to which Collateral the Agent has been granted a Lien. Notwithstanding anything to the contrary in this Section 5.11, the requirements of this Section 5.11 shall not apply to any Real Estate Asset acquired after the Closing Date, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate the provisions of this Section 5.118.15(a), if at any time any real property is pledged as Collateral hereunder (A) the Borrower shall provide at least twenty (20) days’ prior written notice to the pledge of such real property as Collateral, (B) the Borrower shall provide (1) standard flood hazard determination forms and (2) if any property is located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Agent or any Lender, and (C) the Agent shall not enter into, accept or record any mortgage in respect of such real property until the Agent shall have received written confirmation from each Lender that flood insurance compliance has been completed by such Lender with respect to such real property (such written confirmation not to be unreasonably withheld or delayed). Any increase, extension or renewal of any of the Commitments, Loans or this Agreement (including, without limitation, the provision of any incremental credit facilities hereunder, but excluding (i) any continuation of conversion of borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to the Agent and each Lender, including without limitation the prior delivery of all flood hazard determination certifications, acknowledgments and evidence of flood insurance and other flood-related documentation as required by Applicable Laws or as otherwise reasonably required by the Lenders; provided that the Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably withheld, conditioned or delayed).
(b) In order to create in favor of the Agent, for the benefit of the holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in, any Material Owned Real Estate Asset that is prior and superior in right to any other Lien (other than Permitted Liens), the Agent and the Agent (with copies sufficient for each Lender) shall have received from the Borrower with respect to such Material Owned Real Estate Asset:
(i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Material Owned Real Estate Asset;
(ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Agent) in each state in which such Material Owned 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 Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Agent;
(iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Agent (each, a “Title Policy”) with respect to such Material Owned Real Estate Asset, in amounts not less than the fair market value of such Material Owned 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 Agent and (B) evidence reasonably satisfactory to the Agent that the Borrower 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 Mortgage for such Material Owned Real Estate Asset in the appropriate real estate records;
(iv) a recently issued flood zone determination certificate;
(v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Agent;
(vi) if an exception to the Title Policy with respect to any Material Owned Real Estate Asset subject to a Mortgage would arise without such ALTA surveys, ALTA surveys of such Material Owned Real Estate Asset; and
(vii) other customary reports and other information reasonably requested by the Agent, in form, scope and substance reasonably satisfactory to the Agent, regarding environmental matters relating to such Material Owned Real Estate Asset.
Appears in 2 contracts
Samples: Loan and Security Agreement (Guardian Pharmacy Services, Inc.), Loan and Security Agreement (Guardian Pharmacy Services, Inc.)
Additional Real Estate Assets. In the event that any Credit Party acquires, or any Person that becomes a Credit Party holds, a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall, promptly, and in any event within ten (10) 10 days of such Credit Party acquiring such Real Estate Asset or such Person becoming a Credit Party, take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables and Perfection Deliverables with respect to each such Real Estate Asset 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 or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) in such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Real Estate Assets. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time (but, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. Notwithstanding anything to the contrary in this Section 5.11, the requirements of this Section 5.11 shall not apply to any Real Estate Asset acquired after the Closing Restatement Effective Date, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate the provisions of this Section 5.11.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Douglas Dynamics, Inc), Credit and Guaranty Agreement (Douglas Dynamics, Inc)
Additional Real Estate Assets. (a) In the event that any Credit Party acquires, owns or any Person that becomes a Credit Party holds, acquires a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured PartiesAsset, then such Credit Party shallParty, promptly, and in any event within ten no later than forty-five (1045) days of (or such Credit Party longer period as may be agreed in writing by the Collateral Agent) after acquiring such Real Estate Asset or such Person becoming a Credit Party, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such Mortgages, documents, instruments, agreements, opinions and Perfection Deliverables with respect certificates similar to each such Real Estate Asset those described in clause (b) immediately below that the 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 or Second Priority enforceable Lien (in accordance with the priorities set forth in the Intercreditor Agreement) on, and security interest in such Real Estate Assets, and reports and other information reasonably satisfactory to Asset. The Administrative Agent regarding environmental matters (includingmay, without limitationin its reasonable judgment, a Phase I Report) grant extensions of time for compliance or exceptions with respect to such Real Estate Assetsthe provisions of this Section 7.11 by any Credit Party. In addition to the foregoing, Company the applicable Credit Party shall, at the request of Requisite the Required Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative 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. Notwithstanding anything .
(b) In order to create in favor of the Collateral Agent, for the benefit of the holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in, any Real Estate Asset that is prior and superior in right to any other Lien (other than Permitted Liens), the Administrative Agent and the Collateral Agent (with copies sufficient for each Lender) shall have received from the Borrower with respect to such Real Estate Asset:
(i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Real Estate Asset;
(ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the contrary Collateral Agent) in this Section 5.11each state in which such 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 Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the requirements Collateral Agent;
(A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Collateral Agent (each, a “Title Policy”) with respect to such Real Estate Asset, in amounts not less than the fair market value of this Section 5.11 shall not apply 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 Collateral Agent; and
(B) evidence reasonably satisfactory to the Collateral Agent that the Borrower 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 Mortgage for such Real Estate Asset in the appropriate real estate records;
(iv) a recently issued flood zone determination certificate;
(v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Collateral Agent;
(vi) if an exception to the Title Policy with respect to any Real Estate Asset acquired after the Closing Datesubject to a Mortgage would arise without such ALTA surveys, as to which the Collateral Agent has determined ALTA surveys of such Real Estate Asset; and
(vii) reports and other reasonable information, in its sole discretion that the collateral value thereof is insufficient to justify the difficultyform, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments scope and substance reasonably satisfactory to the Collateral Documents as the Collateral Agent deems necessary Administrative Agent, regarding environmental matters relating to effectuate the provisions of this Section 5.11such Real Estate Asset.
Appears in 2 contracts
Samples: Credit Agreement (Heritage Insurance Holdings, Inc.), Credit Agreement (Heritage Insurance Holdings, Inc.)
Additional Real Estate Assets. In the event that any Credit Party acquires, or any Person that becomes acquires a Credit Party holds, a Material Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority the Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral AgentTrustee, for the benefit of Secured Parties, then such Credit Party shallParty, promptly, and in any event within ten (10) days of such Credit Party contemporaneously with acquiring such Material Real Estate Asset or such Person becoming a Credit PartyAsset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such mortgages, documents, instruments, agreements, opinions and Perfection Deliverables certificates similar to those described in Sections 5.12(a) with respect to each such Material Real Estate Asset that Collateral Trustee shall reasonably request to create in favor of Collateral AgentTrustee, for the benefit of Secured Parties, a valid andlegal, valid, enforceable and subject to any filing and/or recording referred to herein, perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) in on such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Material Real Estate Assets. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time (but, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years)time, to Administrative Agent Collateral Trustee such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent Trustee has been granted a Lien. Notwithstanding the foregoing, no Credit Party other than Holding and Company shall have any obligation to comply with this Section 5.12 prior to the date falling 30 days after the HM Release Date and notwithstanding anything to the contrary in this Section 5.11contained above, the requirements of this Section 5.11 shall Holding and its Subsidiaries will not apply be required to cause any Real Estate Asset Subsidiary to pledge any property acquired after the Closing DateDate pursuant to this Section or to execute any Credit Document pursuant to this Section if, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments and to the Collateral Documents as extent that, and for so long as, doing so would violate a contractual obligation applicable to the Collateral Agent deems necessary to effectuate respective Material Real Estate Asset which existed at the provisions time of this Section 5.11the acquisition thereof and which was not created (or modified) in anticipation of such acquisition.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Houghton Mifflin Co), Credit and Guaranty Agreement (Hm Publishing Corp)
Additional Real Estate Assets. (a) In the event that any Credit Party acquires, owns or any Person that becomes a Credit Party holds, acquires a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater other than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Partiesany Real Estate Asset constituting Excluded Property), then such Credit Party shallParty, promptly, and in any event within ten no later than forty-five (1045) days of (or such Credit Party longer period as may be agreed in writing by the Administrative Agent) after acquiring such any Real Estate Asset or such Person becoming a Credit Partyafter the Closing Date, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such Mortgages, documents, instruments, agreements, opinions and Perfection Deliverables with respect certificates similar to each such Real Estate Asset those described in clause (b) immediately below that the 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 or Second Priority enforceable Lien (in accordance with the priorities set forth in the Intercreditor Agreement) on, and security interest in such Real Estate Assets, and reports and other information reasonably satisfactory to Asset. The Administrative Agent regarding environmental matters (includingmay, without limitationin its reasonable judgment, a Phase I Report) grant extensions of time for compliance or exceptions with respect to such Real Estate Assetsthe provisions of this Section 7.11 by any Credit Party. In addition to the foregoing, Company the applicable Credit Party shall, at the request of Requisite the Required Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative 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. Notwithstanding anything .
(b) In order to create in favor of the Collateral Agent, for the benefit of the holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in, any Real Estate Asset that is prior and superior in right to any other Lien (other than Permitted Liens), the Credit Parties shall have delivered to the contrary Agents (with copies sufficient for each Lender) with respect to such Real Estate Asset:
(i) fully executed and notarized Mortgages, in this Section 5.11proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Real Estate Asset;
(ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the requirements Collateral Agent) in each state in which such Real Estate Asset is located with respect to the enforceability of this Section 5.11 shall the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent;
(iii) (A) if requested by the Collateral Agent, an ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Collateral Agent (each, a “Title Policy”) with respect to such Real Estate Asset, in amounts not apply less than the fair market value 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 Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that the Credit Parties have 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 Mortgage for such Real Estate Asset in the appropriate real estate records;
(iv) a recently issued flood zone determination certificate;
(v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Collateral Agent;
(vi) if an exception to the Title Policy with respect to any Real Estate Asset acquired after the Closing Date, as subject to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments Mortgage (to the Collateral Documents as extent such Title Policy is required under Section 7.11(b)(iii)) would arise without such ALTA surveys, ALTA surveys of such Real Estate Asset; and
(vii) reports and other reasonable information, in form, scope and substance reasonably satisfactory to the Collateral Agent deems necessary Agents, regarding environmental matters relating to effectuate the provisions of this Section 5.11such Real Estate Asset.
Appears in 1 contract
Additional Real Estate Assets. (a) In the event that any Credit Loan Party acquires, acquires a fee interest in a Material Real Estate Asset or any Person that becomes a Credit Party holds, a Real Estate Asset that is (a) owned in fee becomes a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Material Real Estate Asset, such Loan Party shall promptly notify Collateral Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for intended acquisition or the benefit of Secured Parties, then such Credit Party shall, promptly, and in any event within ten (10) days occurrence of such Credit Party change and, contemporaneously with acquiring such Material Real Estate Asset or promptly upon such Person becoming a Credit Partychange, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such Mortgages, documents, instruments, agreements, opinions and Perfection Deliverables certificates described in clause (b) of this Section 5.11 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 the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, and perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) security interest in such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Material Real Estate Assets. In addition to the foregoing, Company Borrowers shall, at the request of Collateral Agent or Requisite Lenders, deliver, from time to time (but, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years)time, to Administrative 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. Notwithstanding anything .
(b) In order to create in favor of Collateral Agent, for the contrary benefit of the Secured Parties, a valid and perfected First Priority security interest in this Section 5.11such fee-owned Material Real Estate Assets, the requirements Collateral Agent shall have received from Borrowers and each applicable Guarantor:
(i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each such Material Real Estate Asset;
(ii) an opinion of this Section 5.11 counsel (which counsel shall not apply be reasonably satisfactory to any Collateral Agent) in each state in which such Material Real Estate Asset acquired after is located with respect to the Closing Dateenforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent;
(iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each such Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the fair market value of each such 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 Collateral Agent and (B) evidence satisfactory to Collateral Agent that such Loan 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 such Material Real Estate Asset in the appropriate real estate records;
(iv) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board 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 (30) days prior to the acquisition or change relating thereto; and
(vi) reports and other information, in form, scope and substance reasonably satisfactory to Collateral Agent, regarding environmental matters relating to such Material Real Estate Asset.
(c) Each Loan Party shall maintain Landlord Collateral Access Agreements for each Leasehold Property (and shall cause any new Leasehold Property to be subject to Landlord Collateral Access Agreements promptly and in any event within sixty (60) days following the acquisition thereof) and shall not permit any of its Subsidiaries to, as applicable, agree to which any material amendment, restatement, supplement or other modification to, or waiver of, any of its Landlord Collateral Access Agreements in a manner adverse to the Lenders without in each case obtaining the prior written consent of Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficultysuch amendment, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate the provisions of this Section 5.11restatement, supplement or other modification or waiver.
Appears in 1 contract
Additional Real Estate Assets. (a) In the event that any Credit Party acquiresacquires any Leasehold Property (other than a Material Real Estate Asset), or any Person that becomes a such Credit Party holdsshall promptly use its commercially reasonable efforts to cause to be executed and delivered, at the option of Collateral Agent in its reasonable discretion, either (i) a fully executed and notarized Subordination, Non-Disturbance and Attornment Agreement or (ii) a Landlord Personal Property Access Agreement, in each case executed by the landlord of such Leasehold Property and in form and substance reasonably satisfactory to Collateral Agent.
(b) In the event that any time on or after the Exit Facilities Conversion Date any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset that is (a) owned or leased on the Exit Facilities Conversion Date becomes a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, Material Real Estate Asset and such interest has not otherwise been made subject to a perfected First Priority or Second Priority the Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured PartiesParties (excluding, in any event, any Real Estate Asset that is subject to a Planned Asset Sale; provided such Real Estate Asset is sold by the first anniversary of the Closing Date), then such Credit Party shall, promptly, and in any event within ten (10) days of such Credit Party acquiring such Real Estate Asset or such Person becoming a Credit Party, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such mortgages, documents, instruments, agreements, opinions and Perfection Deliverables certificates similar to those described in Sections 3.4(b) and 3.4(c) 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 or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) security interest in such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Material Real Estate Assets. In addition to the foregoing, Company Borrowers shall, at the request of Requisite LendersCollateral Agent, deliver, from time to time (but, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years)time, to Administrative 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 anything to the contrary in this Section 5.11foregoing, the requirements of this Section 5.11 shall not apply with respect to any Real Estate Asset acquired after the Closing DateLeasehold Property, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate if compliance with the provisions of this Section 5.115.11(b) requires the consent of or other action by the landlord with respect to such Leasehold Property and Borrowers and the applicable Subsidiaries of Borrowers have exercised commercially reasonable efforts (which shall not in any case require any Credit Party to agree to any concessions) to obtain such consent or other action but are unable to do so, then such compliance shall not be required.
Appears in 1 contract
Additional Real Estate Assets. (a) In the event that any Credit Party acquires, owns or any Person that becomes acquires a Credit Party holds, a Material Owned Real Estate Asset that is Asset, then such Credit Party, no later than forty-five (a45) a fee interest with a fair market value equal to days (or greater than $500,000 or (b) a leasehold interest with a value that Administrative such longer period as may be agreed in writing by the Agent in its sole discretion, ) after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall, promptly, and in any event within ten (10) days of such Credit Party acquiring such Material Owned Real Estate Asset or such Person becoming a Credit Party, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such Mortgages, documents, instruments, agreements, opinions and Perfection Deliverables with respect certificates similar to each such Real Estate Asset those described in clause (b) immediately below that the Agent shall reasonably request to create in favor of Collateral the 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 or Second Priority enforceable Lien (in accordance with the priorities set forth in the Intercreditor Agreement) on, and security interest in such Material Owned Real Estate AssetsAsset. The Agent may, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (includingin its reasonable judgment, without limitation, a Phase I Report) grant extensions of time for compliance or exceptions with respect to such Real Estate Assetsthe provisions of this Section 8.15 by any Credit Party. In addition to the foregoing, Company the applicable Credit Party shall, at the request of Requisite the Required Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals as are required by law or regulation of Material Owned Real Estate Assets with respect to which Collateral the Agent has been granted a Lien. Notwithstanding anything to the contrary in this Section 5.11, the requirements of this Section 5.11 shall not apply to any Real Estate Asset acquired after the Closing Date, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate the provisions of this Section 5.118.15(a), if at any time any real property is pledged as Collateral hereunder (A) the Borrower shall provide at least twenty (20) days’ prior written notice to the pledge of such real property as Collateral, (B) the Borrower shall provide (1) standard flood hazard determination forms and (2) if any property is located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994, the Federal Flood Disaster Protection Act and rules and regulations promulgated thereunder or as otherwise required by the Agent or any Lender, and (C) the Agent shall not enter into, accept or record any mortgage in respect of such real property until the Agent shall have received written confirmation from each Lender that flood insurance compliance has been completed by such Lender with respect to such real property (such written confirmation not to be unreasonably withheld or delayed). Any increase, extension or renewal of any of the Commitments, Loans or this Agreement (including, without limitation, the provision of any incremental credit facilities hereunder, but excluding (i) any continuation of conversion of borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to flood insurance due diligence and flood insurance compliance reasonably satisfactory to the Agent and each Lender, including without limitation the prior delivery of all flood hazard determination certifications, acknowledgments and evidence of flood insurance and other flood-related documentation as required by Applicable Laws or as otherwise reasonably required by the Lenders; provided that the Agent shall have received written confirmation from the Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Lenders (such written confirmation not to be unreasonably withheld, conditioned or delayed).
(b) In order to create in favor of the Agent, for the benefit of the holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in, any Material Owned Real Estate Asset that is prior and superior in right to any other Lien (other than Permitted Liens), the Agent and the Agent (with copies sufficient for each Lender) shall have received from the Borrower with respect to such Material Owned Real Estate Asset:
(i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Material Owned Real Estate Asset;
(ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Agent) in each state in which such Material Owned 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 Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Agent;
(iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Agent (each, a “Title Policy”) with respect to such Material Owned Real Estate Asset, in amounts not less than the fair market value of such Material Owned 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 Agent and (B) evidence reasonably satisfactory to the Agent that the Borrower 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 Mortgage for such Material Owned Real Estate Asset in the appropriate real estate records;
(iv) a recently issued flood zone determination certificate;
Appears in 1 contract
Samples: Loan and Security Agreement (Guardian Pharmacy Services, Inc.)
Additional Real Estate Assets. (a) In the event that any Credit Party acquires, owns or any Person that becomes a Credit Party holds, acquires a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured PartiesAsset, then such Credit Party shallParty, promptly, (i) shall promptly notify the Administrative Agent and in any event within ten each Lender that such Real Estate Asset is required to be mortgaged pursuant to the Credit Documents and (10ii) no later than forty-five (45) days of (or such Credit Party longer period as may be agreed in writing by the Collateral Agent) after acquiring such Real Estate Asset or such Person becoming a Credit Party, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such Mortgages, documents, instruments, agreements, opinions and Perfection Deliverables with respect certificates similar to each such Real Estate Asset those described in clause (b) immediately below that the 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 or Second Priority enforceable Lien (in accordance with the priorities set forth in the Intercreditor Agreement) on, and security interest in such Real Estate Assets, and reports and other information reasonably satisfactory to Asset. The Administrative Agent regarding environmental matters (includingmay, without limitationin its reasonable judgment, a Phase I Report) grant extensions of time for compliance or exceptions with respect to such Real Estate Assetsthe provisions of this Section 7.10 by any Credit Party. In addition to the foregoing, Company the applicable Credit Party shall, at the request of Requisite the Required Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative 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. Notwithstanding anything to the contrary in this Section 5.11foregoing, the requirements of this Section 5.11 shall not apply to no Credit Party will pledge any Real Estate Asset acquired after to the Closing DateAdministrative Agent unless and until each Lender has confirmed to the Administrative Agent that all flood insurance due diligence and flood insurance compliance required by such Lender has been completed.
(b) In order to create in favor of the Collateral Agent, as for the benefit of the holders of the Obligations, a valid and, subject to which any filing and/or recording referred to herein, enforceable Lien on, and security interest in, any Real Estate Asset that is prior and superior in right to any other Lien (other than Permitted Liens), the Administrative Agent and the Collateral Agent has determined shall have received from the Borrower with respect to such Real Estate Asset:
(i) fully executed and notarized Mortgages, in its sole discretion that the collateral value thereof is insufficient to justify the difficultyproper form for recording in all appropriate places in all applicable jurisdictions, time and/or expense encumbering such Real Estate Asset;
(ii) a customary opinion of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments counsel (which counsel shall be reasonably satisfactory to the Collateral Documents Agent) in the state in which such 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 Collateral Agent deems necessary may reasonably request, in each case in form and substance reasonably satisfactory to effectuate the provisions Collateral Agent;
(iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Collateral Agent (each, a “Title Policy”) with respect to such Real Estate Asset, in amounts not less than the fair market value of this Section 5.11such 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 Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that the Borrower 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 Mortgage for such Real Estate Asset in the appropriate real estate records;
(iv) a recently issued flood zone determination certificate;
(v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Collateral Agent;
(vi) if requested by the Collateral Agent, ALTA surveys of such Real Estate Asset; and
(vii) reports and other reasonable information, in form, scope and substance reasonably satisfactory to the Administrative Agent, regarding environmental matters relating to such Real Estate Asset.
Appears in 1 contract
Samples: Credit Agreement (Neogenomics Inc)
Additional Real Estate Assets. In the event that any Credit Party acquires, acquires a fee owned Real Estate Asset after the Closing Date (or any Person that becomes a Credit Party holdsafter the Closing Date and such new Credit Party owns in fee Real Estate Assets), a then, in the case of any Real Estate Asset that is acquired in a Permitted Acquisition, within 30 Business Days of the consummation of such Permitted Acquisition or otherwise, within 60 days of such acquisition (a) a subject to such additional time periods as Administrative Agent may consent to), in each case, with respect to any fee interest owned Real Estate Asset with a fair market value equal to of $2,000,000 or greater than $500,000 more or that serves as a chief executive office of any Credit Party:
(ba) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shallshall deliver to Collateral Agent:
(i) fully executed and notarized Mortgages, promptlyin proper form for recording in all appropriate places in all applicable jurisdictions;
(ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each jurisdiction in which such property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such jurisdiction and such other matters as Collateral Agent may reasonably request, in each case, in form and substance reasonably satisfactory to Collateral Agent;
(iii) (A) an ALTA (or similar form acceptable to Collateral Agent) mortgagee title insurance policy or unconditional commitment therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to such property (each, a “Title Policy”), in any event within ten an amount not less than the fair market value of such property, together with a title report issued by a title company with respect thereto, dated not more than thirty (1030) days prior to the acquisition of such property and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to Collateral Agent that such Credit Party acquiring 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 (including so-called “gap” insurance) and all recording and stamp taxes (including intangible taxes and any other mortgage recording taxes) payable in connection with recording each Mortgage for such Real Estate Asset or such Person becoming a Credit Party, take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables and Perfection Deliverables property in the appropriate real estate records;
(iv) evidence of flood insurance with respect to each improved Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program (after Collateral Agent shall have ordered “life-of-loan” flood determinations for each such Real Estate Asset Asset), in each case, in compliance with the Flood Insurance Laws, in form and substance satisfactory to Collateral Agent;
(v) an ALTA survey of such Real Estate Asset, certified to Collateral Agent and dated not more than thirty (30) days prior to the acquisition of such property; and
(vi) to the extent reasonably requested by any Agent, reports and other information, in form, scope and substance reasonably satisfactory to Administrative Agent, regarding environmental matters relating to such Real Estate Assets, which reports shall include, without limitation, a Phase I Report; and
(b) in addition to the foregoing, such Credit Party shall deliver 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 any filing and/or recording referred to herein, perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) security interest in such Real Estate AssetsAssets referred to above (other than as provided in clause (a)(i) above), and reports and other information reasonably satisfactory to (ii) Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Real Estate Assets. In addition to the foregoing, Company shallAgent, at the request of Requisite Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), 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. Notwithstanding anything to the contrary in this Section 5.11, the requirements of this Section 5.11 shall not apply to any Real Estate Asset acquired after the Closing Date, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate the provisions of this Section 5.11.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Additional Real Estate Assets. (a) In the event that any Credit Party acquires, or any Person that becomes acquires a Credit Party holds, fee interest in a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than in excess of $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties1,000,000, then such Credit Party shallParty, promptly, and in any event within ten no later than sixty (1060) days of (or such Credit Party longer period as may be agreed in writing by the Collateral Agent) after acquiring such Real Estate Asset or such Person becoming a Credit Party, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such Mortgages, documents, instruments, agreements, opinions and Perfection Deliverables certificates (for the avoidance of doubt, not to include leasehold mortgages with respect to each such Real Estate Asset any leased properties) similar to those described in clause (b) immediately below that the 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 or Second Priority enforceable Lien (in accordance with the priorities set forth in the Intercreditor Agreement) on, and security interest in such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Real Estate AssetsAsset. In addition to the foregoing, Company the applicable Credit Party shall, at the request of Requisite the Required Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative 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. Notwithstanding anything .
(b) In order to create in favor of the Collateral Agent, for the benefit of the holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in, any Real Estate Asset that is prior and superior in right to any other Lien (other than Permitted Liens), the Administrative Agent and the Collateral Agent (with copies sufficient for each Lender) shall have received from the applicable Credit Party with respect to such Real Estate Asset:
(i) a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Real Estate Asset;
(ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the contrary Collateral Agent) in this Section 5.11each state in which such Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgage to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the requirements Collateral Agent;
(a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Collateral Agent (each, a “Title Policy”) with respect to such Real Estate Asset, in amounts not less than the fair market value of this Section 5.11 shall not apply 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 Collateral Agent and (b) evidence reasonably satisfactory to the 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 Mortgage for such Real Estate Asset in the appropriate real estate records;
(iv) a recently issued flood zone determination certificate;
(v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Collateral Agent;
(vi) if an exception to the Title Policy with respect to any Real Estate Asset acquired after the Closing Datesubject to a Mortgage would arise without such ALTA surveys, as to which the Collateral Agent has determined ALTA surveys of such Real Estate Asset; and
(vii) reports and other reasonable information, in its sole discretion that the collateral value thereof is insufficient to justify the difficultyform, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments scope and substance reasonably satisfactory to the Collateral Documents as the Collateral Agent deems necessary Administrative Agent, regarding environmental matters relating to effectuate the provisions of this Section 5.11such Real Estate Asset.
Appears in 1 contract
Additional Real Estate Assets. (a) In the event that (i) any Credit Party acquires, or any Person that becomes acquires a Credit Party holds, a Material Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (bii) any Real Estate Asset owned by any Credit Party becomes a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is materialMaterial Real Estate Asset, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority the Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shallParty, promptly, and in any event within ten 30 days (10or such later date as is acceptable to Administrative Agent) days after the date of such Credit Party acquiring acquisition or the date on which such Real Estate Asset or such Person becoming becomes a Credit PartyMaterial Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such mortgages, documents, instruments, agreements, opinions and Perfection Deliverables certificates similar to those described in Sections 3.1(g) and (j) 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 and/or registration referred to herein, perfected First Priority security interest in such Material Real Estate Assets, subject to no Liens other than the Permitted Collateral Liens; provided that (x) in no event shall any Credit Party be required to determine whether a Real Estate Asset is a Material Real Estate Asset other than at the time of acquisition thereof or at the time of delivery of an Officer's Certificate pursuant to Section 5.1(n) and (y) the use of current insurance company valuations with respect to the replacement value of a Real Estate Asset that are believed in good faith by a Credit Party to be reasonable shall be conclusive as to the fair market value of such asset.
(b) At all times, Collateral Agent shall have, for the benefit of the Secured Parties, (x) a Mortgage Lien on or (y) with respect to Leasehold Properties, a Landlord Personal 119 Property Collateral Access Agreement with respect to, Real Estate Assets where at least 50% of the book value of the total consolidated inventory of Holdings and its Subsidiaries is located; provided that in no event shall Company be required to determine whether the foregoing requirement is met other than at the time of delivery of an Officer's Certificate pursuant to Section 5.1(n). In the event that the foregoing requirement is not met, the Credit Parties shall 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 Sections 3.1(g), (h) and (j) to the extent applicable, that Collateral Agent shall reasonably request and, if such requirement is to be met by the delivery of a mortgage or similar document, necessary 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 or Second Priority Mortgage Lien (in accordance with the priorities set forth in the Intercreditor Agreement) in on any such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Real Estate Assets. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time (but, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. Notwithstanding anything to the contrary in this Section 5.11, the requirements of this Section 5.11 shall not apply to any Real Estate Asset acquired after the Closing Date, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate the provisions of this Section 5.11Asset.
Appears in 1 contract
Additional Real Estate Assets. In the event that any Credit Party acquires, acquires a fee owned Real Estate Asset after the Closing Date (or any Person that becomes a Credit Party holdsafter the Closing Date and such new Credit Party owns in fee Real Estate Assets), a then, in the case of any Real Estate Asset that is acquired in a Permitted Acquisition, within 30 Business Days of the consummation of such Permitted Acquisition or otherwise, within 60 days of such acquisition (a) a subject to such additional time periods as Administrative Agent may consent to), in each case, with respect to any fee interest owned Real Estate Asset with a fair market value equal to of $2,000,000 or greater than $500,000 more or that serves as a chief executive office of any Credit Party:
(ba) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shallshall deliver to Collateral Agent:
(i) fully executed and notarized Mortgages, promptlyin proper form for recording in all appropriate places in all applicable jurisdictions;
(ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each jurisdiction in which such property is located with respect to the enforceability of the Mortgages to be recorded in such jurisdiction and such other matters as Collateral Agent may reasonably request, in each case, in form and in any event within ten substance reasonably satisfactory to Collateral Agent;
(10iii) days (A) an ALTA (or similar form acceptable to Collateral Agent) mortgagee title insurance policy or unconditional commitment therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to such property (each, a “Title Policy”), insuring the Lien of each such Credit Party acquiring Mortgage as a First Priority Lien on the title to such Real Estate Asset or described therein in an amount not less than the fair market value of such Person becoming a Credit Partyproperty, take all together with such actions endorsements as the Collateral Agent NAI-1537241654v2 may reasonably request and execute and deliver, or cause to be executed and delivered, all which are available at commercially reasonable rates in the jurisdiction where the applicable Real Estate Asset Deliverables is located, a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the acquisition of such property and Perfection Deliverables copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to 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 (including so-called “gap” insurance) and all recording and stamp taxes (including intangible taxes and any other mortgage recording taxes) payable in connection with recording each Mortgage for such property in the appropriate real estate records;
(iv) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program (after Collateral Agent shall have ordered “life-of-loan” flood determinations for each such Real Estate Asset and to the extent applicable, the Borrower shall have duly executed a notice about special flood hazard area status and flood disaster assistance), in each case, in compliance with the Flood Insurance Laws and in accordance with Section 5.05(b) hereof, in form and substance satisfactory to Collateral Agent;
(v) an ALTA survey of such Real Estate Asset, certified to Collateral Agent and dated not more than thirty (30) days prior to the acquisition of such property; and
(vi) to the extent reasonably requested by any Agent, reports and other information, in form, scope and substance reasonably satisfactory to Administrative Agent, regarding environmental matters relating to such Real Estate Assets, which reports shall include, without limitation, a Phase I Report; and
(b) in addition to the foregoing, such Credit Party shall deliver 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 any filing and/or recording referred to herein, perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) lien on and security interest in such Real Estate AssetsAssets referred to above (other than as provided in clause (a)(i) above), and reports and other information reasonably satisfactory to (ii) Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Real Estate Assets. In addition to the foregoing, Company shallAgent, at the request of Requisite Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), 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. Notwithstanding anything Lien (if FIRREA appraisals are required to the contrary be prepared in this Section 5.11, the requirements respect of this Section 5.11 shall not apply to any Real Estate Asset acquired after to be subject to a Mortgage, the Closing Date, as to which the Collateral Agent has determined in its sole discretion Borrower shall promptly ensure that the collateral value thereof is insufficient to justify Administrative Agent obtains appraisals that satisfy and comply with the difficulty, time and/or expense applicable requirements of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate the provisions Real Estate Appraisal Reform Amendments of this Section 5.11FIRREA).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Additional Real Estate Assets. (a) In the event that any Credit Party acquires, or any Person that becomes a Credit Party holds, acquires a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured PartiesAsset, then such Credit Party shallParty, promptly, and in any event within ten no later than forty-five (1045) days of (or such Credit Party longer period as may be agreed in writing by the Collateral Agent) after acquiring such Real Estate Asset or such Person becoming a Credit Party, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such Mortgages, documents, instruments, agreements, opinions and Perfection Deliverables with respect certificates similar to each such Real Estate Asset those described in clause (b) immediately below that the 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 or Second Priority enforceable Lien (in accordance with the priorities set forth in the Intercreditor Agreement) on, and security interest in such Real Estate Assets, and reports and other information reasonably satisfactory to Asset. The Administrative Agent regarding environmental matters (includingmay, without limitationin its reasonable judgment, a Phase I Report) grant extensions of time for compliance or exceptions with respect to such Real Estate Assetsthe provisions of this Section 7.11 by any Credit Party. In addition to the foregoing, Company the applicable Credit Party shall, at the request of Requisite the Required Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative 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. Notwithstanding anything .
(b) In order to create in favor of the contrary in this Section 5.11Collateral Agent, for the requirements benefit of this Section 5.11 shall not apply the holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in, any Real Estate Asset acquired after that is prior and superior in right to any other Lien (other than Permitted Liens), the Closing Date, as to which Administrative Agent and the Collateral Agent has determined (with copies sufficient for each Lender) shall have received from the Borrower with respect to such Real Estate Asset: (i) fully executed and notarized Mortgages, in its sole discretion that the collateral value thereof is insufficient to justify the difficultyproper form for recording in all appropriate places in all applicable jurisdictions, time and/or expense encumbering such Real Estate Asset; (ii) an opinion of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments counsel (which counsel shall be reasonably satisfactory to the Collateral Documents Agent) in each state in which such 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 Collateral Agent deems necessary may reasonably request, in each case in form and substance reasonably satisfactory to effectuate the provisions Collateral Agent; (iii)
(a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Collateral Agent (each, a “Title Policy”) with respect to such Real Estate Asset, in amounts not less than the fair market value of this Section 5.11.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 Collateral Agent and (b) evidence reasonably satisfactory to the Collateral Agent that such Borrower 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 Mortgage for such Real Estate Asset in the appropriate real estate records; (iv) a recently issued flood zone determination certificate; 87
Appears in 1 contract
Additional Real Estate Assets. In the event that any Credit Party acquires, acquires a fee owned Real Estate Asset after the Closing Date (or any Person that becomes a Credit Party holdsafter the Closing Date and such new Credit Party owns in fee Real Estate Assets), a then, in the case of any Real Estate Asset that is acquired in a Permitted Acquisition, within 30 Business Days of the consummation of such Permitted Acquisition or otherwise, within 60 days of such acquisition (a) a subject to such additional time periods as Administrative Agent may consent to), in each case, with respect to any DOC ID - 36220401.1 fee interest owned Real Estate Asset with a fair market value equal of $2,000,000 or more or that serves as a chief executive office of any Credit Party:
(a) such Credit Party shall deliver to or greater than $500,000 or Collateral Agent:
(a) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions;
(b) a leasehold interest an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each jurisdiction in which such property is located with a value that Administrative Agent respect to the enforceability of the Mortgages to be recorded in its sole discretion, after consultation with Company, determines is material, such jurisdiction and such interest has not otherwise been made subject other matters as Collateral Agent may reasonably request, in each case, in form and substance reasonably satisfactory to Collateral Agent;
(A) an ALTA (or similar form acceptable to Collateral Agent) mortgagee title insurance policy or unconditional commitment therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to such property (each, a perfected “Title Policy”), insuring the Lien of each such Mortgage as a First Priority or Second Priority Lien (in accordance with on the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall, promptly, and in any event within ten (10) days of such Credit Party acquiring title to such Real Estate Asset or described therein in an amount not less than the fair market value of such Person becoming a Credit Partyproperty, take all together with such actions endorsements as the Collateral Agent may reasonably request and execute and deliver, or cause to be executed and delivered, all which are available at commercially reasonable rates in the jurisdiction where the applicable Real Estate Asset Deliverables is located, a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the acquisition of such property and Perfection Deliverables copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to 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 (including so-called “gap” insurance) and all recording and stamp taxes (including intangible taxes and any other mortgage recording taxes) payable in connection with recording each Mortgage for such property in the appropriate real estate records;
(d) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program (after Collateral Agent shall have ordered “life-of-loan” flood determinations for each such Real Estate Asset and to the extent applicable, the Borrower shall have duly executed a notice about special flood hazard area status and flood disaster assistance), in each case, in compliance with the Flood Insurance Laws and in accordance with Section 5.05(b) hereof, in form and substance satisfactory to Collateral Agent;
(e) an ALTA survey of such Real Estate Asset, certified to Collateral Agent and dated not more than thirty (30) days prior to the acquisition of such property; and
(f) to the extent reasonably requested by any Agent, reports and other information, in form, scope and substance reasonably satisfactory to Administrative Agent, regarding environmental matters relating to such Real Estate Assets, which reports shall include, without limitation, a Phase I Report; and
(b) in addition to the foregoing, such Credit Party shall deliver to (i) Collateral Agent such other agreements or documents as Collateral Agent shall reasonably request to create in DOC ID - 36220401.1 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 or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) lien on and security interest in such Real Estate AssetsAssets referred to above (other than as provided in clause (a)(i) above), and reports and other information reasonably satisfactory to (ii) Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Real Estate Assets. In addition to the foregoing, Company shallAgent, at the request of Requisite Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), 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. Notwithstanding anything Lien (if FIRREA appraisals are required to the contrary be prepared in this Section 5.11, the requirements respect of this Section 5.11 shall not apply to any Real Estate Asset acquired after to be subject to a Mortgage, the Closing Date, as to which the Collateral Agent has determined in its sole discretion Borrower shall promptly ensure that the collateral value thereof is insufficient to justify Administrative Agent obtains appraisals that satisfy and comply with the difficulty, time and/or expense applicable requirements of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate the provisions Real Estate Appraisal Reform Amendments of this Section 5.11FIRREA).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Additional Real Estate Assets. In the event that any Credit Party acquires, or any Person that becomes a Credit Party holds, a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with the Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall, promptly, and in any event within ten (10) 10 days of such Credit Party acquiring such Real Estate Asset or such Person becoming a Credit Party, take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables and Perfection Deliverables with respect to each such Real Estate Asset 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 or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) in such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, including a Phase I Report) with respect to such Real Estate Assets. In addition to the foregoing, the Company shall, at the request of Requisite Lenders, deliver, from time to time (but, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. Notwithstanding anything to the contrary in this Section 5.11, the requirements of this Section 5.11 shall not apply to any Real Estate Asset acquired after the Closing Restatement Effective Date, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents as the Collateral Agent deems necessary to effectuate the provisions of this Section 5.11.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Douglas Dynamics, Inc)
Additional Real Estate Assets. (a) In the event that any Credit Party acquires, owns or any Person that becomes a Credit Party holds, acquires a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured PartiesAsset, then such Credit Party shallParty, promptly, and in any event within ten no later than forty-five (1045) days of (or such Credit Party longer period as may be agreed in writing by the Collateral Agent) after acquiring such Real Estate Asset or such Person becoming a Credit Party, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such Mortgages, documents, instruments, agreements, opinions and Perfection Deliverables with respect certificates similar to each such Real Estate Asset those described in clause (b) immediately below that the 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 or Second Priority enforceable Lien (in accordance with the priorities set forth in the Intercreditor Agreement) on, and security interest in such Real Estate Assets, and reports and other information reasonably satisfactory to Asset. The Administrative Agent regarding environmental matters (includingmay, without limitationin its reasonable judgment, a Phase I Report) grant extensions of time for compliance or exceptions with respect to such Real Estate Assetsthe provisions of this Section 7.11 by any Credit Party. In addition to the foregoing, Company the applicable Credit Party shall, at the request of Requisite the Required Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative 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. Notwithstanding anything .
(b) In order to create in favor of the Collateral Agent, for the benefit of the holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in, any Real Estate Asset that is prior and superior in right to any other Lien (other than Permitted Liens), the Administrative Agent and the Collateral Agent (with copies sufficient for each Lender) shall have received from the Borrower with respect to such Real Estate Asset:
(i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Real Estate Asset;
(ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the contrary Collateral Agent) in this Section 5.11each state in which such 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 Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the requirements Collateral Agent;
(A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Collateral Agent (each, a “Title Policy”) with respect to such Real Estate Asset, in amounts not less than the fair market value of this Section 5.11 shall not apply 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 Collateral Agent; and
(B) evidence reasonably satisfactory to the Collateral Agent that the Borrower 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 Mortgage for such Real Estate Asset in the appropriate real estate records;
(iv) a recently issued flood zone determination certificate;
(v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Federal Reserve Board, in form and substance reasonably satisfactory to the Collateral Agent;
(vi) if an exception to the Title Policy with respect to any Real Estate Asset acquired after the Closing Datesubject to a Mortgage would arise without such ALTA surveys, as to which the Collateral Agent has determined ALTA surveys of such Real Estate Asset; and
(vii) reports and other reasonable information, in its sole discretion that the collateral value thereof is insufficient to justify the difficultyform, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments scope and substance reasonably satisfactory to the Collateral Documents as the Collateral Agent deems necessary Administrative Agent, regarding environmental matters relating to effectuate the provisions of this Section 5.11such Real Estate Asset.
Appears in 1 contract
Samples: Credit Agreement (Heritage Insurance Holdings, Inc.)
Additional Real Estate Assets. In the event that any Credit Party acquires, acquires a fee owned Real Estate Asset after the Closing Date (or any Person that becomes a Credit Party holdsafter the Closing Date and such new Credit Party owns in fee Real Estate Assets), a then, in the case of any Real Estate Asset that is acquired in a Permitted Acquisition, within 30 Business Days of the consummation of such Permitted Acquisition or otherwise, within 60 days of such acquisition (a) a subject to such additional time periods as Administrative Agent may consent to), in each case, with respect to any fee interest owned Real Estate Asset with a fair market value equal to of $2,000,000 or greater than $500,000 more or that serves as a chief executive office of any Credit Party:
(ba) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shallshall deliver to Collateral Agent:
(i) fully executed and notarized Mortgages, promptlyin proper form for recording in all appropriate places in all applicable jurisdictions;
i. an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each jurisdiction in which such property is located with respect to the enforceability of the Mortgages to be recorded in such jurisdiction and such other matters as Collateral Agent may reasonably request, in each case, in form and in any event within ten substance reasonably satisfactory to Collateral Agent;
(10ii) days (A) an ALTA (or similar form acceptable to Collateral Agent) mortgagee title insurance policy or unconditional commitment therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to such property (each, a “Title Policy”), insuring the Lien of each such Credit Party acquiring Mortgage as a First Priority Lien on the title to such Real Estate Asset or described therein in an amount not less than the fair market value of such Person becoming a Credit Partyproperty, take all together with such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables and Perfection Deliverables with respect to each such Real Estate Asset 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 or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) in such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Real Estate Assets. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time (but, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. Notwithstanding anything to the contrary in this Section 5.11, the requirements of this Section 5.11 shall not apply to any Real Estate Asset acquired after the Closing Date, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents endorsements as the Collateral Agent deems necessary may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Real Estate Asset is located, a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to effectuate the provisions acquisition of this Section 5.11.such property and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to 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 (including so-called “gap” insurance) and all recording and stamp taxes (including intangible taxes and any other mortgage recording taxes) payable in connection with recording each Mortgage for such property in the appropriate real estate records;
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Additional Real Estate Assets. In the event that any Credit Party acquires, acquires a fee owned Real Estate Asset after the Closing Date (or any Person that becomes a Credit Party holdsafter the Closing Date and such new Credit Party owns in fee Real Estate Assets), a then, in the case of any Real Estate Asset that is acquired in a Permitted Acquisition, within 30 Business Days of the consummation of such Permitted Acquisition or otherwise, within 60 days of such acquisition (a) a subject to such additional time periods as Administrative Agent may consent to), in each case, with respect to any fee interest owned Real Estate Asset with a fair market value equal to of $2,000,000 or greater than $500,000 more or that serves as a chief executive office of any Credit Party:
(ba) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shallshall deliver to Collateral Agent:
(i) fully executed and notarized Mortgages, promptlyin proper form for recording in all appropriate places in all applicable jurisdictions;
i. an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each jurisdiction in which such property is located with respect to the enforceability of the Mortgages to be recorded in such jurisdiction and such other matters as Collateral Agent may reasonably request, in each case, in form and in any event within ten substance reasonably satisfactory to Collateral Agent;
(10ii) days (A) an ALTA (or similar form acceptable to Collateral Agent) mortgagee title insurance policy or unconditional commitment therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to such property NAI-1537228099v31537241654v2 (each, a “Title Policy”), insuring the Lien of each such Credit Party acquiring Mortgage as a First Priority Lien on the title to such Real Estate Asset or described therein in an amount not less than the fair market value of such Person becoming a Credit Partyproperty, take all together with such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables and Perfection Deliverables with respect to each such Real Estate Asset 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 or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) in such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Real Estate Assets. In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from time to time (but, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals of Real Estate Assets with respect to which Collateral Agent has been granted a Lien. Notwithstanding anything to the contrary in this Section 5.11, the requirements of this Section 5.11 shall not apply to any Real Estate Asset acquired after the Closing Date, as to which the Collateral Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments to the Collateral Documents endorsements as the Collateral Agent deems necessary may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Real Estate Asset is located, a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to effectuate the provisions acquisition of this Section 5.11.such property and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to 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 (including so-called “gap” insurance) and all recording and stamp taxes (including intangible taxes and any other mortgage recording taxes) payable in connection with recording each Mortgage for such property in the appropriate real estate records;
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Additional Real Estate Assets. (a) In the event that any Credit Party acquires, or any Person that becomes acquires a Credit Party holds, fee interest in a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than in excess of $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties1,000,000, then such Credit Party shallParty, promptly, and in any event within ten no later than sixty (1060) days of (or such Credit Party longer period as may be agreed in writing by the Collateral Agent) after acquiring such Real Estate Asset or such Person becoming a Credit Party, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such Mortgages, documents, instruments, agreements, opinions and Perfection Deliverables certificates (for the avoidance of doubt, not to include leasehold mortgages with respect to each such Real Estate Asset any leased properties) similar to those described in clause (b) immediately below that the 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 or Second Priority enforceable Lien (in accordance with the priorities set forth in the Intercreditor Agreement) on, and security interest in such Real Estate Assets, and reports and other information reasonably satisfactory to Administrative Agent regarding environmental matters (including, without limitation, a Phase I Report) with respect to such Real Estate AssetsAsset. In addition to the foregoing, Company the applicable Credit Party shall, at the request of Requisite the Required Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative 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. Notwithstanding anything .
(b) In order to create in favor of the Collateral Agent, for the benefit of the holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in, any Real Estate Asset that is prior and superior in right to any other Lien (other than Permitted Liens), the Administrative Agent and the Collateral Agent (with copies sufficient for each Lender) shall have received from the applicable Credit Party with respect to such Real Estate Asset:
(i) a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Real Estate Asset;
(ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the contrary Collateral Agent) in this Section 5.11each state in which such Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgage to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the requirements Collateral Agent;
(iii) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Collateral Agent (each, a “Title Policy”) with respect to such Real Estate Asset, in amounts not less than the fair market value of this Section 5.11 shall not apply 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 Collateral Agent and (b) evidence reasonably satisfactory to the 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 Mortgage for such Real Estate Asset in the appropriate real estate records;
(iv) a recently issued flood zone determination certificate;
(v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Collateral Agent;
(vi) if an exception to the Title Policy with respect to any Real Estate Asset acquired after the Closing Datesubject to a Mortgage would arise without such ALTA surveys, as to which the Collateral Agent has determined ALTA surveys of such Real Estate Asset; and
(vii) reports and other reasonable information, in its sole discretion that the collateral value thereof is insufficient to justify the difficultyform, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized by the Lenders to enter into such amendments scope and substance reasonably satisfactory to the Collateral Documents as the Collateral Agent deems necessary Administrative Agent, regarding environmental matters relating to effectuate the provisions of this Section 5.11such Real Estate Asset.
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Additional Real Estate Assets. (a) In the event that any Credit Loan Party acquires, owns or any Person that becomes a Credit Party holds, acquires a Real Estate Asset that is (a) a fee interest with a fair market value equal to or greater than $500,000 or (b) a leasehold interest with a value that Administrative Agent in its sole discretion, after consultation with Company, determines is material, and such interest has not otherwise been made subject to a perfected First Priority or Second Priority Lien (in accordance with the priorities set forth in the Intercreditor Agreement) of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured PartiesAsset, then such Credit Party shallLoan Party, promptly, (i) shall promptly notify the Administrative Agent and in any event within ten each Lender that such Real Estate Asset is required to be mortgaged pursuant to the Loan Documents and (10ii) no later than forty-five (45) days of (or such Credit Party longer period as may be agreed in writing by the Administrative Agent) after acquiring such Real Estate Asset or such Person becoming a Credit Party, shall take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables such Mortgages, documents, instruments, agreements, opinions and Perfection Deliverables with respect certificates similar to each such Real Estate Asset those described in clause (b) immediately below that the Administrative Agent shall reasonably request to create in favor of Collateral the Administrative 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 or Second Priority enforceable Lien (in accordance with the priorities set forth in the Intercreditor Agreement) on, and security interest in such Real Estate Assets, and reports and other information reasonably satisfactory to Asset. The Administrative Agent regarding environmental matters (includingmay, without limitationin its reasonable judgment, a Phase I Report) grant extensions of time for compliance or exceptions with respect to such Real Estate Assetsthe provisions of this Section 8.1.10 by any Loan Party. In addition to the foregoing, Company the applicable Loan Party shall, at the request of Requisite the Required Lenders, deliver, from time to time (buttime, prior to the occurrence and during the continuance of a Default or Event of Default, not more than once every two calendar years), to Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral the Administrative Agent has been granted a Lien. Notwithstanding anything to the contrary in this Section 5.11foregoing, the requirements of this Section 5.11 shall not apply to no Loan Party will pledge any Real Estate Asset acquired after to the Closing DateAdministrative Agent unless and until each Lender has confirmed to the Administrative Agent CHAR1\0000000x0 that all flood insurance due diligence and flood insurance compliance required by such Lender has been completed.
(b) In order to create in favor of the Administrative Agent, for the benefit of the holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in, any Real Estate Asset that is prior and superior in right to any other Lien (other than Permitted Liens), the Administrative Agent shall have received from the Borrower with respect to such Real Estate Asset:
(i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Real Estate Asset;
(ii) a customary opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) in the state in which such 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 Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to which the Collateral Administrative Agent;
(iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Administrative Agent has determined (each, a “Title Policy”) with respect to such Real Estate Asset, in its sole discretion amounts not less than the fair market value 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 Administrative Agent and (B) evidence reasonably satisfactory to the Administrative Agent that the collateral value thereof Borrower 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 Mortgage for such Real Estate Asset in the appropriate real estate records;
(iv) a recently issued flood zone determination certificate;
(v) evidence of flood insurance with respect to each Flood Hazard Property that is insufficient located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. The Collateral Agent is hereby authorized Administrative Agent;
(vi) if requested by the Lenders to enter into Administrative Agent, ALTA surveys of such amendments Real Estate Asset; and
(vii) reports and other reasonable information, in form, scope and substance reasonably satisfactory to the Collateral Documents as the Collateral Agent deems necessary Administrative Agent, regarding environmental matters relating to effectuate the provisions of this Section 5.11such Real Estate Asset.
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Samples: Credit Agreement (Neogenomics Inc)
