Common use of Collateral Requirements Clause in Contracts

Collateral Requirements. In order to create in favor of the Agent, for the benefit of the Lenders holding Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 and acceptable to the Agent, the Agent shall have received: (i) evidence satisfactory to the Agent and the Lenders of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) with respect to each Mortgaged Property, (i) a fully executed and notarized first priority Mortgage, in favor of the Agent, for the benefit of the Lenders, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, subject to the Liens permitted by Section 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies of title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exception) insuring the Lien of each Mortgage as a valid first priority Lien on the Mortgaged Property (other than with respect to the Northern Pipeline and the Southern Pipeline) described therein, free of any other Liens other than as permitted by Section 6.2, issued by the Title Company with respect to each Mortgaged Property (each, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of the fair market value of each Mortgaged Property, together with such customary endorsements (other than any endorsements that require a survey) as the Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers and the Loan Documents, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably request; (iii) the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each case, in form and substance reasonably satisfactory to the Agent and the Lenders; and (v) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Agent and the Lenders.

Appears in 2 contracts

Samples: Credit Agreement (Cadiz Inc), Credit Agreement (Cadiz Inc)

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Collateral Requirements. In order to create in favor of the Agent, for the benefit of the Lenders holding Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 (i) The Collateral and acceptable to the Agent, the Guarantee Requirement shall have been satisfied. (ii) The Collateral Agent shall have received: (i) evidence satisfactory to the Agent and the Lenders of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (iiA) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a fully executed copy of the existing mortgage title insurance policy and notarized an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority Mortgage, lien on such Mortgaged Property in favor of the Agent, Collateral Agent for the benefit of the Lenders, in proper form for recording in Secured Parties free and clear of all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, subject to the Liens defects and encumbrances and liens except as expressly permitted by Section 6.2(k)6.02 of the Original Credit Agreement, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii)(xii) American Land Title Association extended coverage lenders’ policies evidence acceptable to Administrative Agent of payment by Borrower of all title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exception) insuring premiums, search and examination charges, mortgage recording taxes and related charges required for the Lien recording of each the Mortgage as a valid first priority Lien on Amendments and issuance of the Mortgaged Property (other than with respect endorsements to the Northern Pipeline and title insurance policies; and (C) to the Southern Pipeline) described therein, free of any other Liens other than as permitted by Section 6.2, issued extent reasonably requested by the Title Company Administrative Agent, with respect to each Mortgaged Property Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (eachx) shall be addressed to each Agent, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount each of the Loan Commitments or Lenders and each Issuing Bank and be dated the Amendment Effective Date, (By) 100% shall cover the enforceability of the fair market value of each Mortgaged Property, together with respective Mortgage as amended by the Mortgage Amendment and such customary endorsements (other than any endorsements that require a survey) matters incident to the transactions contemplated herein as the Agent Agents may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (yz) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers and the Loan Documents, which opinions shall be in form, scope form and substance, and from counsel, substance reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably request;Administrative Agent. (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of Holdings, the Borrower and each Domestic Subsidiary Loan Party, together with all attachments contemplated thereby and the following: (A) the results of a search of the Uniform Commercial Code UCC (or equivalent), tax and judgment ) filings made with respect to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under by Section 6.2 6.02 or have been, been released or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements discharged pursuant to documentation reasonably satisfactory to the Agent Administrative Agent; and the Lenders for such release shall have been made(B) any necessary termination statements (or similar documents); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each caseUCC termination statements, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders; and duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective financing statements (v) evidence that each Loan Party shall have taken or caused to be taken any other actionequivalent filings), executed and delivered or caused to be executed and delivered any other agreementincluding UCC financing statements, document and instrument (including without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made or caused to be made any other filing and recording disclosed in such search (other than as set forth hereinany such financing statements in respect of Permitted Encumbrances and Liens permitted by Section 6.02). (iv) reasonably required The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement duly executed by the Agent applicable Loan Parties, in form and substance reasonably acceptable to the LendersAdministrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Foundation Coal Holdings, Inc.), Credit Agreement (Foundation Coal Holdings, Inc.)

Collateral Requirements. In order Delivery to create in favor Lender of the Agent, for the benefit of the Lenders holding Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 and acceptable to the Agent, the Agent shall have received: (i) evidence satisfactory to the Agent and the Lenders of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) with respect to each Mortgaged Property, (i) a fully executed and notarized first priority Mortgage, in favor of the Agent, for the benefit of the Lenders, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, subject to the Liens permitted by Section 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies of title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exception) insuring the Lien of each Mortgage as a valid first priority Lien on the Mortgaged Property (other than with respect to the Northern Pipeline and the Southern Pipeline) described therein, free of any other Liens other than as permitted by Section 6.2, issued by the Title Company with respect to each Mortgaged Property (each, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of the fair market value of each Mortgaged Property, together with such customary endorsements (other than any endorsements that require a survey) as the Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers and the Loan Documents, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably request; (iii) the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each case, in form and substance reasonably satisfactory to the Agent and the Lenders; and (v) evidence Lender that each Loan Party shall have has taken or caused to be taken any other actionall such actions, executed and delivered or caused to be executed and delivered any other agreementall such agreements, document documents and instrument (including without limitationinstruments, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made or caused to be made any other all such filings and recordings that may be necessary or, in the opinion of Lender, desirable in order to create in favor of Lender a valid and (upon such filing and recording recording) perfected first priority Lien in such Person’s rights, title and interest in and to the Collateral. Such actions shall include delivery to Lender of: (a) all pledged securities, including all certificates, agreements or instruments representing or evidencing such pledged securities, accompanied by instruments of transfer and membership interest powers undated and endorsed in blank to the extent such pledged interests are certificated; (b) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Legal Judgments in each jurisdiction as may be necessary or appropriate or, in the opinion of Lender, desirable to perfect the first priority Liens created, or purported to be created, by the Security Documents; (i) certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a date no less recent than ten Business Days before the Amendment and Restatement Date or as otherwise acceptable to Lender listing all effective financing statements, lien notices or comparable documents that name the Pledgor, Borrower or any Portfolio Entity as debtor and that are filed in state and county jurisdictions in which any such Person is organized or maintains its principal place of business and such other searches that Lender deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents or the assets of the Portfolio Entities (other than Permitted Liens) showing that upon due filing or recordation (assuming such filing or recordation occurred on the date of such respective reports), as set forth hereinthe case may be, the security interests created under the Security Documents, with respect to the Collateral, will be prior to all other financing statements or other security documents wherein the security interest is perfected by filing or recording in respect of the Collateral, and (ii) UCC termination statements duly executed (if required) by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or other security documents disclosed in such search (other than any such financing statements, fixture filings or other security documents in respect of Liens permitted to remain outstanding pursuant to the terms of this Agreement); and (c) evidence reasonably satisfactory to Lender of payment or arrangements for payment by Borrower of all applicable recording taxes, stamp duties, registration fees or charges, filing costs and other similar expenses, if any, required by to be paid in connection with the Agent and execution, delivery or filing of, or the Lendersperfection of any Loan Document or otherwise in connection with the Collateral.

Appears in 1 contract

Samples: Loan Agreement (Sunpower Corp)

Collateral Requirements. In order to create (a) The Security Documents and Mortgages providing for the Parity Liens shall be substantially in favor the form of the Agentcorresponding instruments providing for the Priority Liens, with only such changes as are reasonably necessary to reflect the terms of the Intercreditor Agreement and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to registration requirements of the Securities Act. (b) Except as otherwise provided in the Intercreditor Agreement and subject to Section 13.02(d) below, the Collateral securing the Notes and the obligations of Guarantors under the Note Guarantees and all other Parity Lien Obligations will consist of all Property securing any other Secured Debt including substantially all of the Company’s and the Guarantors’ Oil and Gas Properties constituting Proved Reserves, and substantially all other property of the Company and the Guarantors, including all deposit accounts and securities accounts, in each case, other than Excluded Assets. (c) In addition, the Collateral will not include any Priority Lien Collateral that is or may be provided as cash collateral to certain issuers of letters of credit pursuant to the Priority Lien Documents rather than generally to the holders of Priority Lien Obligations or to the Priority Lien Collateral Agent for the benefit of the Lenders holding Loansholders of the Priority Lien Obligations as a whole. The creation or perfection of pledges of or security interests in particular assets will not be required if, and for so long as, the creation or perfection of such security interests would require a foreign law governed security or pledge agreement. (d) Notwithstanding the foregoing, the Company will provide a valid and perfected first-priority security interest Parity Lien securing the Parity Lien Obligations on Oil and Gas Properties that include not less than 90% of the total value of Proved Reserves attributable to the Oil and Gas Properties of the Company and its Restricted Subsidiaries (the “Collateral Coverage Minimum”). Compliance shall only be measured at the time of delivery of each such Reserve Report and as of each June 30th and December 31st and shall be evaluated with respect to Proved Reserves, based on the Reserve Report most recently delivered under the Credit Agreement or as otherwise required by Section 4.03, in each case after giving effect to acquisitions, dispositions, extensions, discoveries and upward and downward revisions of estimates of Proved Reserves due to exploration, development or exploitation, production or other activities or changes in geological conditions or other factors, as applicable, which, in each case, would, in accordance with standard industry practice, cause such revisions since the date of such Reserve Report or financial statements, as applicable; provided that the Company and the Guarantors shall be deemed to be in compliance with this coverage requirement as long as the Company has executed and delivered, or shall have caused the applicable Guarantor to execute and deliver, to the Collateral Agent, as mortgagee or beneficiary, as applicable, such Mortgages and supplements or amendments related thereto, together with evidence (which may include confirmation from the title insurance company insuring the lien) of the completion (or arrangements for the completion) of all recordings and filings of such Mortgages or other supplements or amendments in the Collateral, subject proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) within the later to Liens expressly permitted by Section 6.2 and acceptable to the Agent, the Agent shall have received: occur of (i) evidence satisfactory 45 days after such testing date and (ii) the date that the Company shall have been required to provide additional Mortgages to the Credit Agreement Agent and the Lenders of the compliance by each Loan Party of its obligations under the Security Credit Agreement. It is agreed and understood that the only obligation the Company shall have under this Agreement or the Note Documents with respect to providing a valid and perfected Parity Lien with respect to real property shall be to deliver Mortgages to the other Security Documents Collateral Agent (including their obligations i) with respect to execute and/or deliver UCC financing statements, originals of securities, instruments Oil and chattel paper Gas Properties sufficient to meet the Collateral Coverage Minimum and any agreements governing deposit and/or securities accounts as provided therein); (ii) with respect to any real property subject to a Priority Lien securing the Credit Agreement. No building or manufactured (mobile) home (as defined in the applicable flood insurance regulations) shall be included in the definition of “Collateral” or subject to a lien under this Agreement or the Note Documents. The Company will deliver to the Trustee semi-annually on or before March 1 and September 1 in each Mortgaged Propertycalendar year, beginning March 1, 2021, an Officer’s Certificate certifying that, as of the date of such certificate, such requirement has been satisfied. (ie) The Company will, or will cause the applicable Guarantor to, execute and deliver to the Collateral Agent, as mortgagee or beneficiary, as applicable, such Mortgages or other Security Documents, and any supplements or amendments related thereto, together with evidence (which may include confirmation from the title insurance company insuring the lien) of the completion (or arrangements for the completion) of all recordings and filings of such Mortgages or other Security Documents in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) as may be necessary to create a fully executed valid, perfected second-priority Lien (subject to the Intercreditor Agreement and notarized first priority Mortgageto Permitted Prior Liens), on or against the Collateral within 30 days after the Issue Date. In addition and without limitation of Section 13.03(d) below, the Security Documents will not require that security interests be perfected if such security interest are not perfected with respect to any Priority Lien Obligations and such security interests cannot be perfected by the filing of UCC financing statements, the recording of mortgages or deeds of trust or the execution of control agreements with respect to certain deposit accounts, securities accounts and commodities accounts; provided, the Company shall have used its commercially reasonable efforts for a period of at least 90 days to enter into control agreements in favor of the AgentCollateral Agent in respect to deposit accounts, securities accounts and commodities accounts, the Company and the Guarantors shall be relieved of any further obligation to deliver control agreements so long as the Priority Lien Representative or agents or bailees of the Priority Lien Representative maintains a perfected second-priority lien (subject to the Intercreditor Agreement) for the benefit of the Lendersholders of Notes and any future other Parity Lien Obligations through control of such deposit accounts, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, subject to the Liens permitted by Section 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies of title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exception) insuring the Lien of each Mortgage as a valid first priority Lien on the Mortgaged Property (other than with respect to the Northern Pipeline securities accounts and the Southern Pipeline) described therein, free of any other Liens other than as permitted by Section 6.2, issued by the Title Company with respect to each Mortgaged Property (each, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of the fair market value of each Mortgaged Property, together with such customary endorsements (other than any endorsements that require a survey) as the Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers and the Loan Documents, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably request; (iii) the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each case, in form and substance reasonably satisfactory to the Agent and the Lenders; and (v) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred commodities accounts pursuant to Section 6.1(c)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Agent and the Lendersa control agreement.

Appears in 1 contract

Samples: Indenture (Callon Petroleum Co)

Collateral Requirements. In order to create in favor of (a) At all times during a Collateral Period, commencing with the Agent, for date 30 days (or such longer period as the benefit of the Lenders holding Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 and acceptable to the Agent, the Administrative Agent shall have received: (idetermine in its reasonable discretion) evidence satisfactory to following the Agent and the Lenders commencement of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) with respect to each Mortgaged Propertysuch Collateral Period, (i) a fully executed execute and notarized first priority Mortgagedeliver, and cause each Guarantor to execute and deliver, to the Collateral Agent Security Documents, in favor of form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Borrower and each Guarantor shall grant to the Collateral Agent, for the benefit of the Lenders, in proper form for recording a perfected first priority (subject to Liens permitted under Section 6.02) security interest in all appropriate places in all applicable jurisdictionsproperty of such Person, encumbering each Mortgaged Property, subject to the Liens permitted by Section 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies of title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exception) insuring the Lien of each Mortgage as a valid first priority Lien on the Mortgaged Property (other than with respect to the Northern Pipeline and the Southern Pipeline) described therein, free of any other Liens other than as permitted by Section 6.2, issued by the Title Company with respect to each Mortgaged Property (each, a “Title Policy”), in amounts that are the lesser of either excluding (A) the aggregate amount of the Loan Commitments or (B) 100% of the owned real property having a fair market value of each Mortgaged Propertyless than $10,000,000 and all leased real property or which is already subject to a mortgage permitted hereunder, together with (B) voting Equity Interests to the extent in excess of 65% of the voting Equity Interests of any Foreign Subsidiary, (C) property to the extent that a grant of a lien on such customary endorsements property would be prohibited by any law, regulation or order of any Governmental Authority, (D) titled vehicles to the extent a security interest therein cannot be perfected by filing a UCC-1 financing statement, (E) deposit accounts, securities accounts and other assets requiring perfection by control (other than certificated Equity Interests and notes) and not by the filing of a UCC-1 financing statement, except to the extent constituting proceeds of Collateral, (F) any endorsements that require a survey) lease, license or other agreement with any Person if, to the extent and for so long as the grant of a Lien thereon constitutes a breach of or a default under, or creates an (b) In connection with any of the foregoing, the Borrower shall deliver or cause to be delivered to the Administrative Agent lien searches for the Borrower and its Subsidiaries at the expense of the Borrower and any legal opinions and other documents as the Administrative Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory relating to the Agent existence of the relevant Loan Party, the corporate or other authority for and the Lenders that such Loan Party has paid to validity of the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers relevant Security Documents and the Loan Documents, which opinions shall be in form, scope creation and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably request; (iii) the results of a search perfection of the Uniform Commercial Code (or equivalent), tax Lien purportedly created thereby and judgment made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect any other matters relevant thereto, in each case, all in form and substance reasonably satisfactory acceptable to the Agent and Administrative Agent. Prior to the Lenders; and (v) evidence that execution of any mortgage, deed of trust or equivalent document in connection with the foregoing, the Borrower shall deliver to each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably Lender all documents required by such Lender with respect to flood determinations and insurance for the Agent and the Lendersrelevant property.

Appears in 1 contract

Samples: Revolving Credit Agreement (Twitter, Inc.)

Collateral Requirements. In order Within ninety (90) days after the occurrence of Collateral Trigger Event, the Borrower and each Material Subsidiary, as applicable, shall deliver, or cause to create in favor of the Agentbe delivered, for the benefit of the Lenders holding Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 and acceptable to the Administrative Agent, the Agent shall have received: (i) evidence satisfactory Mortgages duly executed by Borrower or the relevant Material Subsidiaries for each Eligible Property, in form and substance reasonably acceptable to the Agent Borrower, each applicable Material Subsidiary, and the Lenders of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein)Administrative Agent; (ii) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and as an additional insured, as applicable; (iii) mortgagee’s title insurance policies with respect to each Mortgaged Property, Eligible Property (ior a prepaid binding commitment therefor) in form and substance reasonably acceptable to the Administrative Agent from a fully executed and notarized first priority Mortgage, title insurance company acceptable to the Administrative Agent in favor the aggregate principal amount of the Agentoutstanding Term Loans and Incremental Term Loans (if any), for the benefit of the Lenders, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, plus then aggregate Revolving Credit Commitments (subject to the Liens permitted by Section 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies underwriting requirements of the applicable title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exceptioncompany) insuring the Lien of each Mortgage as a the Mortgages to be valid first priority Lien on Liens subject only to Permitted Liens, together with such endorsements as the Mortgaged Property Administrative Agent may reasonably require; (other than with respect iv) a survey in form acceptable to the Northern Pipeline Administrative Agent and the Southern Pipeline) described therein, free of any other disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for each parcel of Eligible Property, which surveys shall also state whether or not any portion of any Eligible Property is in a federally designated flood hazard area; (v) a report as permitted to whether or not any portion of each Eligible Property is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance (including on the improvements, personal property, structures and contents, as applicable), as may be required by Section 6.2applicable law; (vi) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of each parcel of Eligible Property subject to the Lien of the Mortgages, issued together with a reliance letter thereon acceptable to the Administrative Agent; (vii) an appraisal report prepared for the Administrative Agent by a state certified appraiser selected and retained by the Title Company with respect to each Mortgaged Property (eachAdministrative Agent, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of which appraisal report describes the fair market value of each Mortgaged PropertyEligible Property and otherwise meets the requirements of applicable law for appraisals prepared for federally insured depository institutions; (viii) the favorable written opinion of local counsel to each Material Subsidiary covering due authorization, execution and delivery and enforceability of the Mortgages, together with such customary endorsements (other than any endorsements that require a survey) real estate opinions as the Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording sufficiency of the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers recordation and the Loan Documents, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably request; (iii) the results of a search perfection of the Uniform Commercial Code (or equivalent), tax liens provided therein and judgment made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each case, otherwise in form and substance reasonably satisfactory to the Administrative Agent; (ix) a property condition report satisfactory to Administrative Agent and the Lenderswith respect to each Eligible Property; and (vx) evidence that each Loan Party shall have taken to the extent necessary for the Administrative Agent or caused any Lender to be taken any other actioncomply with its internal policies generally applicable to loans of this nature or with applicable Legal Requirements, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitationinstrument, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made document, certificate or caused to be made any other filing and recording (other than as set forth herein) reasonably required opinion requested by the Agent and the LendersAdministrative Agent.

Appears in 1 contract

Samples: Credit Agreement (CTO Realty Growth, Inc.)

Collateral Requirements. In order Delivery to create in favor Lender of the Agent, for the benefit of the Lenders holding Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 and acceptable to the Agent, the Agent shall have received: (i) evidence satisfactory to the Agent and the Lenders of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) with respect to each Mortgaged Property, (i) a fully executed and notarized first priority Mortgage, in favor of the Agent, for the benefit of the Lenders, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, subject to the Liens permitted by Section 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies of title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exception) insuring the Lien of each Mortgage as a valid first priority Lien on the Mortgaged Property (other than with respect to the Northern Pipeline and the Southern Pipeline) described therein, free of any other Liens other than as permitted by Section 6.2, issued by the Title Company with respect to each Mortgaged Property (each, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of the fair market value of each Mortgaged Property, together with such customary endorsements (other than any endorsements that require a survey) as the Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers and the Loan Documents, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably request; (iii) the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each case, in form and substance reasonably satisfactory to the Agent and the Lenders; and (v) evidence Lender that each Loan Party shall have has taken or caused to be taken any other actionall such actions, executed and delivered or caused to be executed and delivered any other agreementall such agreements, document documents and instrument (including without limitationinstruments, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made or caused to be made any other all such filings and recordings that may be necessary or, in the opinion of Lender, desirable in order to create in favor of Lender a valid and (upon such filing and recording recording) perfected first priority Lien in such Person’s rights, title and interest in and to the Collateral. Such actions shall include delivery to Lender of: (a) the Borrower Security Agreement, the Pledgor Security Agreement and the Depositary Agreement, duly executed by each party thereto; (b) all pledged securities, including all certificates, agreements or instruments representing or evidencing such pledged securities, accompanied by instruments of transfer and membership interest powers undated and endorsed in blank to the extent such pledged interests are certificated; (c) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Legal Judgments in each jurisdiction as may be necessary or appropriate or, in the opinion of Lender, desirable to perfect the first priority Liens created, or purported to be created, by the Security Documents; (i) certified copies of UCC, tax and Loan Agreement (Moby) judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a date no less recent than ten Business Days before the Closing Date or as otherwise acceptable to Lender listing all effective financing statements, lien notices or comparable documents that name the Pledgor, Borrower or any Portfolio Entity as debtor and that are filed in state and county jurisdictions in which any such Person is organized or maintains its principal place of business and such other searches that Lender deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents or the assets of the Portfolio Entities (other than Permitted Liens) showing that upon due filing or recordation (assuming such filing or recordation occurred on the date of such respective reports), as set forth hereinthe case may be, the security interests created under the Security Documents, with respect to the Collateral, will be prior to all other financing statements or other security documents wherein the security interest is perfected by filing or recording in respect of the Collateral, and (ii) UCC termination statements duly executed (if required) by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or other security documents disclosed in such search (other than any such financing statements, fixture filings or other security documents in respect of Liens permitted to remain outstanding pursuant to the terms of this Agreement); and (d) evidence reasonably satisfactory to Lender of payment or arrangements for payment by Borrower of all applicable recording taxes, stamp duties, registration fees or charges, filing costs and other similar expenses, if any, required by to be paid in connection with the Agent and execution, delivery or filing of, or the Lendersperfection of any Loan Document or otherwise in connection with the Collateral.

Appears in 1 contract

Samples: Loan Agreement (Sunpower Corp)

Collateral Requirements. In order to create (a) The Security Documents and Mortgages providing for the Parity Liens shall be substantially in favor the form of the Agentcorresponding instruments providing for the Priority Liens, with such changes as are reasonably necessary to reflect the terms of the Intercreditor Agreement and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to registration requirements of the Securities Act. (b) Except as otherwise provided in the Intercreditor Agreement, the Collateral securing the Notes and the obligations of Guarantors under the Note Guarantees and all other Parity Lien Obligations will consist of substantially all of the Company’s and the Guarantors’ Oil and Gas Properties constituting Proved Reserves, and substantially all other property of the Company and the Guarantors, including all deposit accounts and securities accounts, in each case, other than Excluded Assets. (c) In addition, the Collateral will not include any Priority Lien Collateral that is or may be provided as cash collateral to certain issuers of letters of credit pursuant to the Priority Lien Documents rather than generally to the holders of Priority Lien Obligations or to the Priority Lien Collateral Agent for the benefit of the Lenders holding Loansholders of the Priority Lien Obligations as a whole. The creation or perfection of pledges of or security interests in particular assets will not be required if, and for so long as, the creation or perfection of such security interests would require a foreign law governed security or pledge agreement. (d) Notwithstanding the foregoing, the Company will provide a valid and perfected first-priority security interest in Parity Lien securing the Collateral, subject to Liens expressly permitted by Section 6.2 Parity Lien Obligations on Oil and acceptable to the Agent, the Agent shall have received: Gas Properties that include not less than (i) evidence satisfactory 90% of the Present Value of Proved Reserves attributable to the Agent Oil and Gas Properties of the Company and its Restricted Subsidiaries and (ii) 90% of the book value of Oil and Gas Properties of the Company and its Restricted Subsidiaries other than Proved Reserves. Compliance shall only be measured at the time of delivery of each such Reserve Report and each June 1st and December 31st and shall be evaluated (x) with respect to Proved Reserves, based on the Reserve Report most recently delivered under the Credit Agreement or as otherwise required by Section 4.06, and (y) with respect to Oil and Gas Properties other than Proved Reserves, based on the financial statements most recently delivered under the Credit Agreement or as otherwise required by Section 4.06, in each case after giving effect to acquisitions, dispositions, extensions, discoveries and upward and downward revisions of estimates of Proved Reserves due to exploration, development or exploitation, production or other activities or changes in geological conditions or other factors, as applicable, which, in each case, would, in accordance with standard industry practice, cause such revisions since the date of such Reserve Report or financial statements, as applicable; provided that the Company and the Lenders Guarantors shall be deemed to be in compliance with this coverage requirement as long as the Company has executed and delivered, or shall have caused the applicable Guarantor to execute and deliver, to the Collateral Agent, as mortgagee or beneficiary, as applicable, such Mortgages and supplements or amendments related thereto, together with evidence (which may include confirmation from the title insurance company insuring the lien) of the compliance by completion (or arrangements for the completion) of all recordings and filings of such Mortgages or other supplements or amendments in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) within 45 days after such testing date. The Company will deliver to the Trustee semi-annually on or before March 1 and September 1 in each Loan Party calendar year, beginning September 1, 2020, an Officers’ Certificate certifying that, as of its obligations under the date of such certificate, such requirement has been satisfied. (e) The Company will, or will cause the applicable Guarantor to, execute and deliver to the Collateral Agent, as mortgagee or beneficiary, as applicable, such Mortgages or other Security Agreement Documents, and any supplements or amendments related thereto, together with evidence (which may include confirmation from the title insurance company insuring the lien) of the completion (or arrangements for the completion) of all recordings and filings of such Mortgages or other Security Documents in the proper recorders’ offices or appropriate public records (including their obligations and payment of any taxes or fees in connection therewith) as may be necessary to execute and/or deliver create a valid, perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Prior Liens), on or against the Collateral within 30 days after the Issue Date. In addition, the Security Documents will not require that security interests be perfected if such security interests cannot be perfected by the filing of UCC financing statements, originals the recording of securities, instruments and chattel paper and any mortgages or deeds of trust or the execution of control agreements governing deposit and/or securities accounts as provided therein); (ii) with respect to each Mortgaged Propertycertain deposit accounts, (i) securities accounts and commodities accounts; provided, however, that, provided the Company shall have used its commercially reasonable efforts for a fully executed and notarized first priority Mortgage, period of at least 90 days to enter into control agreements in favor of the AgentCollateral Agent in respect to deposit accounts, securities accounts and commodities accounts, the Company and the Guarantors shall be relieved of any further obligation to deliver control agreements so long as the Priority Lien Representative or agents or bailees of the Priority Lien Representative maintains a perfected second-priority lien (subject to Intercreditor Agreement) for the benefit of the Lendersholders of Notes and any future other Parity Lien Obligations through control of such deposit accounts, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, subject to the Liens permitted by Section 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies of title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exception) insuring the Lien of each Mortgage as a valid first priority Lien on the Mortgaged Property (other than with respect to the Northern Pipeline securities accounts and the Southern Pipeline) described therein, free of any other Liens other than as permitted by Section 6.2, issued by the Title Company with respect to each Mortgaged Property (each, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of the fair market value of each Mortgaged Property, together with such customary endorsements (other than any endorsements that require a survey) as the Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers and the Loan Documents, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably request; (iii) the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each case, in form and substance reasonably satisfactory to the Agent and the Lenders; and (v) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred commodities accounts pursuant to Section 6.1(c)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Agent and the Lendersa control agreement.

Appears in 1 contract

Samples: Indenture (Centennial Resource Development, Inc.)

Collateral Requirements. In order to create in favor of the Agent, for the benefit of the Lenders holding Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 The Parent (and acceptable to the Agent, the Agent shall have received: (i) evidence satisfactory to the Agent and the Lenders of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) Harbor Point Re with respect to each Mortgaged PropertyInvestment Entity for which it has requested a Secured Letter of Credit) shall cause each Pledgor’s Borrowing Base (unless such Pledgor is a Collateral Beneficiary) at all times to be equal to or greater than the Secured L/C Obligations of such Pledgor (plus, subject to compliance with Section 6.11(c), the Secured L/C Obligations of any Collateral Beneficiary for which such Pledgor is a Collateral Provider). If at any time a Pledgor’s Borrowing Base is less than its Secured L/C Obligations (plus, subject to compliance with Section 6.11(c), the Secured L/C Obligations of any Collateral Beneficiary for which such Pledgor is a Collateral Provider), the Parent (and Harbor Point Re with respect to each Investment Entity for which it has requested a Secured Letter of Credit) will cause such Pledgor (or such Pledgor’s Collateral Provider if such Pledgor is a Collateral Beneficiary) to immediately (and in any event within two Business Days) deposit into its Collateral Account Eligible Collateral or reduce its Secured L/C Obligations, or a combination of the foregoing, in an amount sufficient to eliminate such excess. At any time on or after the Commitment Termination Date, at the request of the Administrative Agent, the Parent (and Harbor Point Re with respect to each Investment Entity) shall cause such Pledgor (or such Pledgor’s Collateral Provider if such Pledgor is a Collateral Beneficiary) to take such actions as may be necessary to ensure that its Collateral consists solely of Cash and Cash Equivalents. The minimum weighted average credit quality rating of the Eligible Collateral in each Collateral Account shall be at least AA/Aa2 or the equivalent and the Eligible Collateral in each Collateral Account shall not exceed the Concentration Limits; provided, however, that a Pledgor shall not be in violation of this Section 6.11(b) if such violation occurs as a result of a change in the Fair Market Value or ratings of such Eligible Collateral (as opposed to a change in the makeup of such Eligible Collateral) unless such deficiency exists for 30 days. Any Borrower other than an Insurance Subsidiary organized in the United States (a “Collateral Provider”) may post Collateral (the “Provided Collateral”) to secure all the Secured L/C Obligations of another Borrower (the “Collateral Beneficiary”) provided that the Administrative Agent shall have received such documents, certificates and opinions as it deems necessary in its sole discretion in order to ensure that (i) a fully executed such Collateral Provider has the necessary corporate and notarized first priority Mortgage, in favor regulatory authority to post the Provided Collateral on behalf of the Agent, for the benefit of the Lenders, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, subject to the Liens permitted by Section 6.2(k)such Collateral Beneficiary, (ii)(xii) American Land Title Association extended coverage lenders’ policies the Security Agreement of title insurance or unconditional commitments therefor such Collateral Provider specifically secures the Secured L/C Obligations of such Collateral Beneficiary, (which iii) the Administrative Agent shall not include any general mechanics lien exception) insuring have the Lien of each Mortgage as a valid first priority right to enforce the Lien on the Mortgaged Property Provided Collateral in the same manner and with the same priority as if such Collateral had been posted to secure the Collateral Provider’s Secured L/C Obligations, (other than iii) the Collateral Beneficiary shall have no right to give directions to the Administrative Agent with respect to the Northern Pipeline and the Southern Pipeline) described thereinProvided Collateral, free of any other Liens other than as permitted by Section 6.2, issued by the Title Company with respect to each Mortgaged Property (each, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of the fair market value of each Mortgaged Property, together with such customary endorsements (other than any endorsements that require a survey) as the Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers and the Loan Documents, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders Collateral Provider shall reasonably request; (iii) the results of a search provide all of the Uniform Commercial Code (or equivalent), tax and judgment made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance Collateral required by the terms of Section 5.5Collateral Beneficiary, including certificates and endorsements with respect thereto, in each case, in form and substance reasonably satisfactory to the Agent and the Lenders; and (v) evidence that each Loan Party shall have taken or caused to be taken any such other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made or caused to be made any other filing and recording (other than matters as set forth herein) reasonably required by the Administrative Agent and may deem appropriate under the Lenderscircumstances.

Appears in 1 contract

Samples: Credit Agreement (ALTERRA CAPITAL HOLDINGS LTD)

Collateral Requirements. In order Within ninety (90) days after the occurrence of Collateral Trigger Event, the Borrower and each Material Subsidiary, as applicable, shall deliver, or cause to create in favor of the Agentbe delivered, for the benefit of the Lenders holding Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 and acceptable to the Administrative Agent, the Agent shall have received: (i) evidence satisfactory Mortgages duly executed by Borrower or the relevant Material Subsidiaries for each Eligible Property, in form and substance reasonably acceptable to the Agent Borrower, each applicable Material Subsidiary, and the Lenders of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein)Administrative Agent; (ii) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and as an additional insured, as applicable; (iii) mortgagee’s title insurance policies with respect to each Mortgaged Property, Eligible Property (ior a prepaid binding commitment therefor) in form and substance reasonably acceptable to the Administrative Agent from a fully executed and notarized first priority Mortgage, title insurance company acceptable to the Administrative Agent in favor the aggregate amount of the Agent, for the benefit of the Lenders, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, Revolving Credit Commitment (subject to the Liens permitted by Section 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies underwriting requirements of the applicable title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exceptioncompany) insuring the Lien of each Mortgage as a the Mortgages to be valid first priority Lien on Liens subject only to Permitted Liens, together with such endorsements as the Mortgaged Property Administrative Agent may reasonably require; (other than with respect iv) a survey in form acceptable to the Northern Pipeline Administrative Agent and the Southern Pipeline) described therein, free of any other disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for each parcel of Eligible Property, which surveys shall also state whether or not any portion of any Eligible Property is in a federally designated flood hazard area; (v) a report as permitted to whether or not any portion of each Eligible Property is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance as may be required by Section 6.2applicable law; (vi) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of each parcel of Eligible Property subject to the Lien of the Mortgages, issued together with a reliance letter thereon acceptable to the Administrative Agent; (vii) an appraisal report prepared for the Administrative Agent by a state certified appraiser selected and retained by the Title Company with respect to each Mortgaged Property (eachAdministrative Agent, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of which appraisal report describes the fair market value of each Mortgaged PropertyEligible Property and otherwise meets the requirements of applicable law for appraisals prepared for federally insured depository institutions; (viii) the favorable written opinion of local counsel to each Material Subsidiary covering due authorization, execution and delivery and enforceability of the Mortgages, together with such customary endorsements (other than any endorsements that require a survey) real estate opinions as the Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording sufficiency of the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers recordation and the Loan Documents, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably request; (iii) the results of a search perfection of the Uniform Commercial Code (or equivalent), tax liens provided therein and judgment made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each case, otherwise in form and substance reasonably satisfactory to the Administrative Agent; (ix) a property condition report satisfactory to Administrative Agent and the Lenderswith respect to each Eligible Property; and (vx) evidence that each Loan Party shall have taken to the extent necessary for the Administrative Agent or caused any Lender to be taken any other actioncomply with its internal policies generally applicable to loans of this nature or with applicable Legal Requirements, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitationinstrument, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made document, certificate or caused to be made any other filing and recording (other than as set forth herein) reasonably required opinion requested by the Agent and the LendersAdministrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Consolidated Tomoka Land Co)

Collateral Requirements. In order Within ninety (90) days after the occurrence of a Collateral Trigger Event, the Borrower and each Material Subsidiary, as applicable, shall deliver, or cause to create in favor of the Agentbe delivered, for the benefit of the Lenders holding Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 and acceptable to the Administrative Agent, the Agent shall have received: (i) evidence satisfactory Mortgages duly executed by Borrower or the relevant Material Subsidiaries for each Eligible Property, in form and substance reasonably acceptable to the Agent Borrower, each applicable Material Subsidiary, and the Lenders of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein)Administrative Agent; (ii) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and as an additional insured, as applicable; (iii) mortgagee’s title insurance policies with respect to each Mortgaged Property, Eligible Property (ior a prepaid binding commitment therefor) in form and substance reasonably acceptable to the Administrative Agent from a fully executed and notarized first priority Mortgage, title insurance company acceptable to the Administrative Agent in favor the aggregate principal amount of the Agentoutstanding Term Loans and Incremental Term Loans (if any), for the benefit of the Lenders, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, plus then aggregate Revolving Credit Commitments (subject to the Liens permitted by Section 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies underwriting requirements of the applicable title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exceptioncompany) insuring the Lien of each Mortgage as a the Mortgages to be valid first priority Lien on Liens subject only to Permitted Liens, together with such endorsements as the Mortgaged Property Administrative Agent may reasonably ​ ​ require; (other than with respect iv) a survey in form acceptable to the Northern Pipeline Administrative Agent and the Southern Pipeline) described therein, free of any other disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for each parcel of Eligible Property, which surveys shall also state whether or not any portion of any Eligible Property is in a federally designated flood hazard area; (v) a report as permitted to whether or not any portion of each Eligible Property is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance (including on the improvements, personal property, structures and contents, as applicable), as may be required by Section 6.2applicable law; (vi) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of each parcel of Eligible Property subject to the Lien of the Mortgages, issued together with a reliance letter thereon acceptable to the Administrative Agent; (vii) an appraisal report prepared for the Administrative Agent by a state certified appraiser selected and retained by the Title Company with respect to each Mortgaged Property (eachAdministrative Agent, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of which appraisal report describes the fair market value of each Mortgaged PropertyEligible Property and otherwise meets the requirements of applicable law for appraisals prepared for federally insured depository institutions; (viii) the favorable written opinion of local counsel to each Material Subsidiary covering due authorization, execution and delivery and enforceability of the Mortgages, together with such customary endorsements (other than any endorsements that require a survey) real estate opinions as to sufficiency of the Agent may reasonably request Mortgages for recordation and which are available at commercially reasonable rates perfection of the liens provided therein and otherwise in the jurisdiction where the applicable Mortgaged Property is located, form and (y) evidence substance satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers and the Loan Documents, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably requestAdministrative Agent; (iiiix) the results of a search of the Uniform Commercial Code property condition report satisfactory to Administrative Agent with respect to each Eligible Property; and (or equivalent), tax x) an amendment to this Agreement containing such provisions as may reasonably be required by Administrative Agent to incorporate relevant and judgment made appropriate provisions with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each case, in form and substance reasonably satisfactory to the Agent and the LendersMortgages; and (vxi) evidence that each Loan Party shall have taken to the extent necessary for the Administrative Agent or caused any Lender to be taken any other actioncomply with its internal policies generally applicable to loans of this nature or with applicable Legal Requirements, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitationinstrument, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made document, certificate or caused to be made any other filing and recording (other than as set forth herein) reasonably required opinion requested by the Agent and the LendersAdministrative Agent.

Appears in 1 contract

Samples: Credit Agreement (CTO Realty Growth, Inc.)

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Collateral Requirements. In order to create in favor of the Agent, for the benefit of the Lenders holding Secured Term Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 and acceptable to the AgentAgent and the Lenders, the Agent shall have received: (i) evidence satisfactory to the Agent and the Lenders of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) with respect to each Mortgaged Property, (i) a fully executed and notarized first priority Mortgage, in favor of the Agent, for the benefit of the Lenders, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, subject to the Liens permitted by Section 6.2(k), (ii)(xii) (x) American Land Title Association extended coverage lenders’ policies of title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exception) insuring the Lien of each Mortgage as a valid first priority Lien on the Mortgaged Property (other than with respect to the Northern Pipeline and the Southern Pipeline) described therein, free of any other Liens other than as permitted by Section 6.2, issued by the Title Company with respect to each Mortgaged Property (each, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of the fair market value of each Mortgaged Property, together with such customary endorsements (other than any endorsements that require a survey) as the Agent and the Lenders may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate recordsrecords and (z) any consents and estoppels necessary or advisable or required by applicable law in connection with such Mortgage, each of the foregoing in form, scope and substance reasonably satisfactory to the Required Lenders, (iii) customary legal opinions relating to Borrowers and the Loan Documentsmatters described above, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably request; (iii) the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each case, in form and substance reasonably satisfactory to the Agent and the Lenders; and (v) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Agent and the Lenders.

Appears in 1 contract

Samples: Credit Agreement (Cadiz Inc)

Collateral Requirements. In order (a) The obligations of Company with respect to create in favor the Notes, the obligations of the Agent, Subsidiary Guarantors under the Note Guarantees and all other Priority Lien Obligations which become subject to the Collateral Trust Agreement now or in the future will be secured by Liens on the Collateral granted to the Collateral Trustee for the benefit of the Lenders holding LoansPriority Lien Secured Parties and Junior Lien Secured Parties with the priority as among them described in the Collateral Trust Agreement. (b) Subject to the Collateral Trust Agreement, the Notes shall be secured on a valid perfected pari passu basis with any future Priority Lien Obligations by first-priority security interest interests (subject to Permitted Liens) in the Collateral, subject to Liens expressly permitted by Section 6.2 and acceptable now owned or hereafter acquired (in each case, other than Excluded Property). Notwithstanding anything contained to the Agentcontrary herein, neither the Agent Company nor any Subsidiary Guarantor shall have received: (i) evidence satisfactory be required to the Agent and the Lenders of the compliance by each Loan Party of its obligations take any actions under the Security Agreement and the other Security Collateral Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) with respect to each Mortgaged Property, (i) a fully executed and notarized first priority Mortgage, in favor of the Agent, for the benefit of the Lenders, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, subject to the Liens permitted by Section 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies of title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exception) insuring the Lien of each Mortgage as a valid first priority Lien on the Mortgaged Property (other than with respect to the Northern Pipeline and granting, creation or perfection of security interests in the Southern Pipeline) described therein, free of any other Liens Collateral other than as permitted by Section 6.2, issued by the Title Company with respect actions relating to each Mortgaged Property (each, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of the fair market value of each Mortgaged Property, together with such customary endorsements (other than any endorsements that require a survey) as the Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable arising in connection with recording (collectively, the Mortgages for each Mortgaged Property in “Agreed Security Principles”): (1) the appropriate real estate records, (iii) customary legal opinions relating to Borrowers filing of UCC-1 financing statements and the Loan Documents, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably requestUCC-3 continuation statements; (iii2) the results of a search of the Uniform Commercial Code (or equivalent), tax Local Law Creation and judgment made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made)Perfection Steps; (iv3) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each case, in form and substance reasonably satisfactory granting to the Agent and Collateral Trustee of possession over debt instruments with a value in excess of $2,500,000 individually or $10,000,000 in the Lendersaggregate; and (v4) evidence that each Loan Party shall have taken or caused to be taken any other actionthe execution and delivery of account control agreements, executed securities account control agreements, and delivered or caused to be executed commodities account control agreements in respect of deposit accounts, securities accounts and delivered any other agreementcommodities accounts, document and instrument (including without limitationprovided, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made or caused to be made any other filing and recording (however, other than as set forth hereinabove in respect of the Local Law Creation and Perfection Steps and any actions with respect to the creation and perfection of security interests in Collateral described in clause (4) reasonably above, neither the Company nor any Subsidiary Guarantor shall be required by to take any actions with respect to the Agent creation or perfection of security interests on any Collateral that are within or subject to the laws of any jurisdiction outside of the United States. If the Company or any Subsidiary Guarantor is unable (after use of commercially reasonable efforts) to complete on or prior to the Issue Date any actions required in connection with the grant and perfection of such security interests in the LendersCollateral that are required to be undertaken under this Indenture, the Collateral Trust Agreement or the Collateral Documents, the Company or Subsidiary Guarantor, as applicable, will use commercially reasonable efforts to complete such actions within sixty (60) days after the Issue Date, and thereafter continue to use commercially reasonable efforts to complete such actions unless such efforts would be futile; provided, that, in all cases, the Company will be afforded a sixty (60) day period after the Issue Date to use commercially reasonable efforts to grant and perfect the security interests in the Capital Stock of Navion Offshore Loading AS and Logitel Offshore Norway A.S. pursuant to the Local Law Creation and Perfection Steps, and after such sixty (60) day period, continue to use commercially reasonable efforts to grant and perfect such security interest unless such efforts would be futile (it being agreed that Local Law Creation and Perfection Steps shall cease to be required if Navion Offshore Loading AS or Logitel Offshore Norway A.S., as applicable, ceases to be a Material First-Tier Restricted Subsidiary). The Company will use commercially reasonable efforts to cause to be delivered to the Trustee an executed intercompany subordination agreement within sixty (60) days after the Issue Date and, if the Company fails to do so, thereafter continue to use commercially reasonable efforts to complete such actions unless efforts would be futile.

Appears in 1 contract

Samples: Indenture (Altera Infrastructure L.P.)

Collateral Requirements. In order Delivery to create in favor Lender of the Agent, for the benefit of the Lenders holding Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 and acceptable to the Agent, the Agent shall have received: (i) evidence satisfactory to the Agent and the Lenders of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) with respect to each Mortgaged Property, (i) a fully executed and notarized first priority Mortgage, in favor of the Agent, for the benefit of the Lenders, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, subject to the Liens permitted by Section 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies of title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exception) insuring the Lien of each Mortgage as a valid first priority Lien on the Mortgaged Property (other than with respect to the Northern Pipeline and the Southern Pipeline) described therein, free of any other Liens other than as permitted by Section 6.2, issued by the Title Company with respect to each Mortgaged Property (each, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of the fair market value of each Mortgaged Property, together with such customary endorsements (other than any endorsements that require a survey) as the Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers and the Loan Documents, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably request; (iii) the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each case, in form and substance reasonably satisfactory to the Agent and the Lenders; and (v) evidence Lender that each Loan Party shall have has taken or caused to be taken any other actionall such actions, executed and delivered or caused to be executed and delivered any other agreementall such agreements, document documents and instrument (including without limitationinstruments, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made or caused to be made any other all such filings and recordings that may be necessary or, in the opinion of Lender, desirable in order to create in favor of Lender a valid and (upon such filing and recording recording) perfected first priority Lien in such Person’s rights, title and interest in and to the Collateral. Such actions shall include delivery to Lender of: (a) all pledged securities, including all certificates, agreements or instruments representing or evidencing such pledged securities, accompanied by instruments of transfer and membership interest powers undated and endorsed in blank to the extent such pledged interests are certificated; (b) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Legal Judgments in each jurisdiction as may be necessary or appropriate or, in the opinion of Lender, desirable to perfect the first priority Liens created, or purported to be created, by the Security Documents; (i) certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a date no less recent than ten (10) Business Days before the Closing Date or as otherwise acceptable to Lender listing all effective financing statements, lien notices or comparable documents that name the Pledgor, Borrower or any Portfolio Entity as debtor and that are filed in state and county jurisdictions in which any such Person is organized or maintains its principal place of business and such other searches that Lender deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Security Documents or the assets of the Portfolio Entities (other than Permitted Liens) showing that upon due filing or recordation (assuming such filing or recordation occurred on the date of such respective reports), as set forth hereinthe case may be, the security interests created under the Security Documents, with respect to the Collateral, will be prior to all other financing statements or other security documents wherein the security interest is perfected by filing or recording in respect of the Collateral, and (ii) UCC termination statements duly executed (if required) by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or other security documents disclosed in such search (other than any such financing statements, fixture filings or other security documents in respect of Liens permitted to remain outstanding pursuant to the terms of this Agreement); and (c) evidence reasonably satisfactory to Lender of payment or arrangements for payment by Borrower of all applicable recording taxes, stamp duties, registration fees or charges, filing costs and other similar expenses, if any, required by to be paid in connection with the Agent and execution, delivery or filing of, or the Lendersperfection of any Loan Document or otherwise in connection with the Collateral.

Appears in 1 contract

Samples: Loan Agreement (Sunpower Corp)

Collateral Requirements. In order Within ninety (90) days after the occurrence of a Collateral Trigger Event, the Borrower and each Material Subsidiary, as applicable, shall deliver, or cause to create in favor of the Agentbe delivered, for the benefit of the Lenders holding Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 and acceptable to the Administrative Agent, the Agent shall have received: (i) evidence satisfactory Mortgages duly executed by the Borrower or the relevant Material Subsidiaries for each Eligible Property, in form and substance reasonably acceptable to the Agent Borrower, each applicable Material Subsidiary, and the Lenders of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein)Administrative Agent; (ii) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and as an additional insured, as applicable; (iii) mortgagee’s title insurance policies with respect to each Mortgaged Property, Eligible Property (ior a prepaid binding commitment therefor) in form and substance reasonably acceptable to the Administrative Agent from a fully executed and notarized first priority Mortgage, title insurance company acceptable to the Administrative Agent in favor the aggregate principal amount of the Agent, for the benefit of the Lenders, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, outstanding Loans (subject to the Liens permitted by Section 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies underwriting requirements of the applicable title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exceptioncompany) insuring the Lien of each Mortgage as a the Mortgages to be valid first priority Lien on Liens subject only to Permitted Liens, together with such endorsements as the Mortgaged Property Administrative Agent may reasonably require; (other than with respect iv) a survey in form acceptable to the Northern Pipeline Administrative Agent and the Southern Pipeline) described therein, free of any other disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for each parcel of Eligible Property, which surveys shall also state whether or not any portion of any Eligible Property is in a federally designated flood hazard area; (v) a report as permitted to whether or not any portion of each Eligible Property is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance (including on the improvements, personal property, structures and contents, as applicable), as may be required by Section 6.2applicable law; (vi) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of each parcel of Eligible Property subject to the Lien of the Mortgages, issued together with a reliance letter thereon acceptable to the Administrative Agent; (vii) an appraisal report prepared for the Administrative Agent by a state certified appraiser selected and retained by the Title Company with respect to each Mortgaged Property (eachAdministrative Agent, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of which appraisal report describes the fair market value of each Mortgaged PropertyEligible Property and otherwise meets the requirements of applicable law for appraisals prepared for federally insured depository institutions; (viii) the favorable written opinion of local counsel to each Material Subsidiary covering due authorization, execution and delivery and enforceability of the Mortgages, together with such customary endorsements (other than any endorsements that require a survey) real estate opinions as to sufficiency of the Agent may reasonably request Mortgages for recordation and which are available at commercially reasonable rates perfection of the liens provided therein and otherwise in the jurisdiction where the applicable Mortgaged Property is located, form and (y) evidence substance satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers and the Loan Documents, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably requestAdministrative Agent; (iiiix) the results of a search of the Uniform Commercial Code property condition report satisfactory to Administrative Agent with respect to each Eligible Property; (or equivalent), tax x) an amendment to this Agreement containing such provisions as may reasonably be required by Administrative Agent to incorporate relevant and judgment made appropriate provisions with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each case, in form and substance reasonably satisfactory to the Agent and the LendersMortgages; and (vxi) evidence that each Loan Party shall have taken to the extent necessary for the Administrative Agent or caused any Lender to be taken any other actioncomply with its internal policies generally applicable to loans of this nature or with applicable Legal Requirements, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitationinstrument, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made document, certificate or caused to be made any other filing and recording (other than as set forth herein) reasonably required opinion requested by the Agent and the LendersAdministrative Agent.

Appears in 1 contract

Samples: Credit Agreement (CTO Realty Growth, Inc.)

Collateral Requirements. In order Within ninety (90) days after the occurrence of Collateral Trigger Event, the Borrower and each Material Subsidiary, as applicable, shall deliver, or cause to create in favor of the Agentbe delivered, for the benefit of the Lenders holding Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 and acceptable to the Administrative Agent, the Agent shall have received: (i) evidence satisfactory Mortgages duly executed by the relevant Material Subsidiaries for each Eligible Property, in form and substance reasonably acceptable to the Agent Borrower, each applicable Material Subsidiary, and the Lenders of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein)Administrative Agent; (ii) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and as an additional insured, as applicable; (iii) mortgagee’s title insurance policies with respect to each Mortgaged Property, Eligible Property (ior a prepaid binding commitment therefor) in form and substance reasonably acceptable to the Administrative Agent from a fully executed and notarized first priority Mortgage, title insurance company acceptable to the Administrative Agent in favor the aggregate amount of the Agent, for the benefit of the Lenders, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, Revolving Credit Commitment (subject to the Liens permitted by Section 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies underwriting requirements of the applicable title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exceptioncompany) insuring the Lien of each Mortgage as a the Mortgages to be valid first priority Lien on Liens subject only to Permitted Liens, together with such endorsements as the Mortgaged Property Administrative Agent may reasonably require; (other than with respect iv) a survey in form acceptable to the Northern Pipeline Administrative Agent and the Southern Pipeline) described therein, free of any other disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for each parcel of Eligible Property, which surveys shall also state whether or not any portion of any Eligible Property is in a federally designated flood hazard area; (v) a report as permitted to whether or not any portion of each Eligible Property is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance as may be required by Section 6.2applicable law; (vi) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of each parcel of Eligible Property subject to the Lien of the Mortgages, issued together with a reliance letter thereon acceptable to the Administrative Agent; (vii) an appraisal report prepared for the Administrative Agent by a state certified appraiser selected and retained by the Title Company with respect to each Mortgaged Property (eachAdministrative Agent, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of which appraisal report describes the fair market value of each Mortgaged PropertyEligible Property and otherwise meets the requirements of applicable law for appraisals prepared for federally insured depository institutions; (viii) the favorable written opinion of local counsel to each Material Subsidiary covering due authorization, execution and delivery and enforceability of the Mortgages, together with such customary endorsements (other than any endorsements that require a survey) real estate opinions as the Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording sufficiency of the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers recordation and the Loan Documents, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably request; (iii) the results of a search perfection of the Uniform Commercial Code (or equivalent), tax liens provided therein and judgment made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each case, otherwise in form and substance reasonably satisfactory to the Administrative Agent; (ix) a property condition report satisfactory to Administrative Agent and the Lenderswith respect to each Eligible Property; and (vx) evidence that each Loan Party shall have taken to the extent necessary for the Administrative Agent or caused any Lender to be taken any other actioncomply with its internal policies generally applicable to loans of this nature or with applicable Legal Requirements, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitationinstrument, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made document, certificate or caused to be made any other filing and recording (other than as set forth herein) reasonably required opinion requested by the Agent and the LendersAdministrative Agent.

Appears in 1 contract

Samples: Credit Agreement

Collateral Requirements. In (i) Financing statements or other documents required by the Collateral Documents or under applicable law to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Lenders holding LoansSecured Parties, a perfected Lien on the Collateral described therein, shall have been filed, registered or recorded or shall have been delivered to the Collateral Agent in form for filing, registration or recordation. The Liens of the Collateral Documents shall constitute valid perfected and enforceable first-priority Liens on the Collateral (except, as to the priority of such Lien, for any Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the Lien of the Collateral Agent) and the security interest interests in the Collateralportion of the Collateral that consists of personal property and fixtures shall have been perfected. Notwithstanding the foregoing, subject to the Liens expressly permitted by Section 6.2 and acceptable on the portion of the Collateral that consists of real property created under each Mortgage shall have been duly recorded or registered at the real estate recordation offices of the Counties of Cassia, Exxxxx, Xxxxxx or Twin Falls, as applicable, State of Idaho (or such Mortgage shall have been delivered to the Title Insurer for recordation on terms and conditions satisfactory to the Collateral Agent) and all such Liens shall be prior to any other Liens except for Permitted Liens. (ii) Delivery to Administrative Agent and Collateral Agent of UCC search reports of a recent date before the Closing Date for each of the jurisdictions in which the UCC-1 financing statements, the fixture filings and the Mortgages are intended to be filed in respect of the Collateral. The Administrative Agent shall have received:received litigation and docket search reports of a recent date before the Closing Date for each of the jurisdictions in which an Idaho Wind Entity has a main place of business. (iiii) Delivery to Administrative Agent and Collateral Agent of duly completed copies, which have been duly authorized for filing by the appropriate Person, or which will, upon payment of a specified amount, which amount shall be paid prior to or concurrently with the Closing Date, be authorized for filing by the appropriate Person, of each UCC financing statement amendment (Form UCC-3) termination statement, if any, necessary to release all Liens (other than Permitted Liens) of any Person in any Collateral previously granted by any Idaho Wind Entity. (iv) Delivery to Administrative Agent and Collateral Agent of evidence satisfactory to it that all filing, recordation, subscription and inscription fees and all recording and other similar fees, and all recording, stamp and other expenses related to such filings, registrations and recordings necessary for the Agent and the Lenders consummation of the compliance transactions contemplated by each Loan Party of its obligations under the Security this Credit Agreement and the other Security Operative Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) with respect to each Mortgaged Property, (i) a fully executed and notarized first priority Mortgage, have been paid in favor full by or on behalf of the Agent, for the benefit of the Lenders, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, subject to the Liens permitted by Section 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies of title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exception) insuring the Lien of each Mortgage as a valid first priority Lien on the Mortgaged Property (other than with respect to the Northern Pipeline and the Southern Pipeline) described therein, free of any other Liens other than as permitted by Section 6.2, issued by the Title Company with respect to each Mortgaged Property (each, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of the fair market value of each Mortgaged Property, together with such customary endorsements (other than any endorsements that require a survey) as the Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers and the Loan Documents, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and the Lenders shall reasonably request; (iii) the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted under Section 6.2 or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Agent and the Lenders for such release shall have been made); (iv) evidence of the insurance required by the terms of Section 5.5, including certificates and endorsements with respect thereto, in each case, in form and substance reasonably satisfactory to the Agent and the Lenders; and (v) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Agent and the LendersIdaho Wind Entities.

Appears in 1 contract

Samples: Credit Agreement (Macquarie Infrastructure Corp)

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