Common use of DELIVERY OF MORTGAGES; MORTGAGE POLICIES Clause in Contracts

DELIVERY OF MORTGAGES; MORTGAGE POLICIES. Agent shall have received from each Credit Party, appropriate (A) fully executed Mortgages, which Mortgages shall cover the real properties acquired by any of the Credit Parties on the applicable Permitted Acquisition Closing Date (each a "SUBSEQUENT MORTGAGED PROPERTY" and collectively the "SUBSEQUENT MORTGAGED PROPERTIES") sufficient to create a valid and enforceable lien, (B) if any lease included in the Subsequent Mortgaged Properties is not currently of record in the name of the applicable Credit Party (by recordation of the lease itself or a memorandum thereof), a Memorandum of Lease for each such lease in form and substance satisfactory to Agent, (C) a Consent Letter with respect to each Mortgage on a real estate lease in form and substance satisfactory to Agent, (D) zoning letters with respect to each of the Subsequent Mortgaged Properties and (E) a Lender's Policy satisfactory to Agent issued by a company or companies satisfactory to Agent, in an amount satisfactory to Agent, with all premiums paid thereon, and which shall insure that (i) the Obligations are secured by a valid first Lien on the Subsequent Mortgaged Properties subject only to the title exceptions approved by Agent, and (ii) the applicable Credit Party is current in the payment of all applicable state and local taxes, charges and assessments affecting each of the Subsequent Mortgaged Properties. The Lender's Policy shall contain, to the extent available, (1) a comprehensive lender's endorsement, (2) a survey accuracy endorsement, (3) a usury endorsement, (4) appropriate encroachment endorsements, (5) a tie-in endorsement, and (6) such other endorsements as Agent deems necessary or advisable. No title indemnities shall be established in connection with the issuance of the Lender's Policy.

DELIVERY OF MORTGAGES; MORTGAGE POLICIES. Administrative Agent shall have received from each Credit Party, appropriate Company (Ai) fully executed Mortgages, which counterparts of Mortgages shall cover encumbering the real properties acquired by any fee interest of the Credit Parties Company in each Owned Real Property Asset designated on the applicable Permitted Acquisition Closing Date SCHEDULE 4.1B annexed hereto (each a "SUBSEQUENT MORTGAGED PROPERTYMortgaged Property" and collectively collectively, the "SUBSEQUENT MORTGAGED PROPERTIESMortgaged Properties") sufficient ), together with evidence that counterparts of such Mortgages have been recorded in all places to the extent necessary or desirable, in the judgment of Administrative Agent, so as to effectively create a valid and enforceable lienfirst priority Lien, subject only to Permitted Encumbrances, on each Mortgaged Property in favor of Administrative Agent (Bor such other trustee as may be required or desired under local law) if any lease included for the benefit of Lenders; (ii) an opinion of counsel (which counsel shall be satisfactory to Administrative Agent) in the Subsequent state in which each Mortgaged Properties Property is not currently of record in located with respect to the name enforceability of the applicable Credit Party (by recordation form of the lease itself or a memorandum thereof)Mortgage recorded in such state and such other matters as Administrative Agent may request, a Memorandum of Lease for each such lease in form and substance satisfactory to Administrative Agent, ; (Ciii) a Consent Letter Mortgage Policies with respect to each Mortgage the Mortgaged Properties constituting Owned Real Property Assets, in amounts not less than the respective amounts designated on a real estate lease in form and substance satisfactory to Agent, (D) zoning letters SCHEDULE 4.1B annexed hereto with respect to each any particular Mortgaged Property; (iv) evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether (a) any Mortgaged Property is in an area designated by the Subsequent Mortgaged Properties Federal Emergency Management Agency as having special flood or mud slide hazards (a "Flood Hazard Property") and (E) a Lender's Policy satisfactory to Agent issued by a company or companies satisfactory to Agent, in an amount satisfactory to Agent, with all premiums paid thereon, and which shall insure that (ib) the Obligations community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program; and (v) if there are secured by a valid first Lien on the Subsequent Mortgaged Properties subject only any Flood Hazard Properties, Company's written acknowledgement of receipt of written notification from Administrative Agent (a) as to the title exceptions approved by Agent, existence of each such Flood Hazard Property and (iib) as to whether the applicable Credit Party community in which each such Flood Hazard Property is current located is participating in the payment of all applicable state and local taxes, charges and assessments affecting each of the Subsequent Mortgaged Properties. The Lender's Policy shall contain, to the extent available, (1) a comprehensive lender's endorsement, (2) a survey accuracy endorsement, (3) a usury endorsement, (4) appropriate encroachment endorsements, (5) a tie-in endorsement, and (6) such other endorsements as Agent deems necessary or advisable. No title indemnities shall be established in connection with the issuance of the Lender's PolicyNational Flood Insurance Program.

DELIVERY OF MORTGAGES; MORTGAGE POLICIES. Agent shall have received from each Credit Party, appropriate (A) from each Acquisition Subsidiary (other than any License Co.) fully executed and acknowledged Subsidiary Mortgages, which Mortgages in each case in form and substance reasonably satisfactory to Agent and its counsel, and each Acquisition Subsidiary (other than any License Co.) shall cover the execute and deliver such other agreements, instruments and documents as Agent may reasonably require in order to effect a valid, perfected and enforceable first priority lien (subject to any Liens permitted hereby) and security interest in favor of Collateral Agent on behalf of Lenders in all of such Person's interests in real properties acquired by any of the Credit Parties on the applicable Permitted Acquisition Closing Date property, whether fee or leasehold interests, and all improvements now or hereafter located thereon (each a "SUBSEQUENT such property, an ``ACQUIRED MORTGAGED PROPERTY" and collectively the "SUBSEQUENT MORTGAGED PROPERTIES") sufficient to create a valid and enforceable lien''), (B) if any lease included in the Subsequent Mortgaged Properties is not currently of record in the name of the applicable Credit Party (by recordation of the lease itself or a memorandum thereof), a Memorandum of Lease for each such lease in form and substance satisfactory to Agent, (C) a Landlord Consent Letter with respect to each Subsidiary Mortgage on a real estate lease in form and substance satisfactory to Agent, (D) zoning letters with respect to each Lease forming part of the Subsequent Acquired Mortgaged Properties Property, and (EC) a Lender's Policy satisfactory to Agent issued by a company or companies satisfactory to Agent, in an amount satisfactory reasonably acceptable to Agent, with all premiums paid thereon, and which shall insure that (i) the Obligations of Company are secured by a valid first Lien on the Subsequent Acquired Mortgaged Properties subject only to the title exceptions approved by Agent, and (ii) the applicable Credit Party Company is current in the payment of all applicable state and local taxes, charges and assessments affecting each of the Subsequent Acquired Mortgaged PropertiesProperty. The Lender's Policy shall contain, to the extent available, (1) a comprehensive lender's endorsement, (2) a broad form zoning endorsement, including parking, (3) a survey accuracy endorsement, (34) a usury endorsement, (45) appropriate encroachment endorsements, (56) a tie-in endorsement, (7) a last-dollar endorsement, (8) a variable rate endorsement, (9) a revolving loan endorsement, (10) an endorsement with respect to the amendment of the Obligations effected or contemplated hereby and (611) such other endorsements as Collateral Agent deems necessary or advisable, all in form and substance satisfactory to Collateral Agent. No title indemnities shall be established in connection with the issuance of the Lender's Policy. Agent shall have received evidence satisfactory to Agent as to whether (a) the Acquired Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a ``FLOOD HAZARD PROPERTY'') and (b) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program; and, if such Acquired Mortgaged Property contains any Flood Hazard Property, Agent shall have received the applicable Acquisition Subsidiary's, as the case may be, written acknowledgement of receipt of written notification from Agent (x) as to the existence of such Flood Hazard Property and (y) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program.

DELIVERY OF MORTGAGES; MORTGAGE POLICIES. Administrative Agent shall have received from each Credit Party, appropriate (A) from each Acquisition Subsidiary (other than any License Co.) fully executed and acknowledged Subsidiary Mortgages, which Mortgages in each case in form and substance reasonably satisfactory to Administrative Agent and its counsel, and each Acquisition Subsidiary (other than any License Co.) shall cover the execute and deliver such other agreements, instruments and documents as Administrative Agent may reasonably require in order to effect a valid, perfected and enforceable first priority lien (subject to any Liens permitted hereby) and security interest in favor of Collateral Agent on behalf of Lenders in all of such Person's interests in real properties acquired by any of the Credit Parties on the applicable Permitted Acquisition Closing Date property, whether fee or leasehold interests, and all improvements now or hereafter located thereon (each a "SUBSEQUENT MORTGAGED PROPERTY" and collectively the "SUBSEQUENT MORTGAGED PROPERTIES") sufficient to create a valid and enforceable liensuch property, an ``Acquired Mortgaged Property''), (B) if any lease included in the Subsequent Mortgaged Properties is not currently of record in the name of the applicable Credit Party (by recordation of the lease itself or a memorandum thereof), a Memorandum of Lease for each such lease in form and substance satisfactory to Agent, (C) a Landlord Consent Letter with respect to each Subsidiary Mortgage on a real estate lease in form and substance satisfactory to Agent, (D) zoning letters with respect to each Lease forming part of the Subsequent Acquired Mortgaged Properties Property, and (EC) a Lender's Policy satisfactory to Agent issued by a company or companies satisfactory to Administrative Agent, in an amount satisfactory reasonably acceptable to Administrative Agent, with all premiums paid thereon, and which shall insure that (i) the Obligations of Company are secured by a valid first Lien on the Subsequent Acquired Mortgaged Properties subject only to the title exceptions approved by Administrative Agent, and (ii) the applicable Credit Party Company is current in the payment of all applicable state and local taxes, charges and assessments affecting each of the Subsequent Acquired Mortgaged PropertiesProperty. The Lender's Policy shall contain, to the extent available, (1) a comprehensive lender's endorsement, (2) a broad form zoning endorsement, including parking, (3) a survey accuracy endorsement, (34) a usury endorsement, (45) appropriate encroachment endorsements, (56) a tie-in endorsement, (7) a last-dollar endorsement, (8) a variable rate endorsement, (9) a revolving loan endorsement, (10) an endorsement with respect to the amendment of the Obligations effected or contemplated hereby and (611) such other endorsements as Collateral Agent deems necessary or advisable, all in form and substance satisfactory to Collateral Agent. No title indemnities shall be established in connection with the issuance of the Lender's Policy. Administrative Agent shall have received evidence satisfactory to Administrative Agent as to whether (a) the Acquired Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a ``Flood Hazard Property'') and (b) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program; and, if such Acquired Mortgaged Property contains any Flood Hazard Property, Administrative Agent shall have received the applicable Acquisition Subsidiary's, as the case may be, written acknowledgement of receipt of written notification from Administrative Agent (x) as to the existence of such Flood Hazard Property and (y) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program.

DELIVERY OF MORTGAGES; MORTGAGE POLICIES. Agent shall have received from each Credit PartyParty (other than Regent of San Diego, Regent of Lexington and Regent of Charleston), as appropriate (A) fully executed Mortgages, which Mortgages shall cover the real properties acquired owned by any of the such Credit Parties on the applicable Permitted Acquisition as of Closing Date (each a "SUBSEQUENT INITIAL MORTGAGED PROPERTY" and collectively the "SUBSEQUENT INITIAL MORTGAGED PROPERTIES") sufficient to create a valid and enforceable lien00 xxxx, (BX) if xx any lease included in the Subsequent Initial Mortgaged Properties is not currently of record in the name of the applicable Credit Party (by recordation of the lease itself or a memorandum thereof), a Memorandum of Lease memorandum for each such lease and a schedule of the lessor and lessee thereunder in form and substance satisfactory to AgentAgent (each a "MEMORANDUM OF LEASE"), (C) a Consent Letter with respect to each Initial Mortgage on a real estate lease in form and substance satisfactory to Agent, (D) zoning letters with respect to each of the Subsequent Initial Mortgaged Properties and (E) a Lenderan ALTA lender's Policy title insurance policy or other form of policy satisfactory to Agent ("LENDER'S POLICY") issued by a company or companies satisfactory to Agent, in an amount satisfactory to Agent, with all premiums paid thereon, and which shall insure that (i) the Obligations are secured by a valid first Lien on the Subsequent Initial Mortgaged Properties subject only to the title exceptions approved by Agent, and (ii) the applicable Credit Party is current in the payment of all applicable state and local taxes, charges and assessments affecting each of the Subsequent Initial Mortgaged Properties; PROVIDED that Regent of San Diego, Regent of Lexington and Regent of Charleston shall deliver, or cause to be delivered, each of the documents set forth in this subsection 4.2B and satisfy each of the conditions set forth in this subsection 4.2B if the San Diego Station, the Lexington Station and the Charleston Stations are not sold to a party other than another Credit Party within 1 year of the Closing Date. The Lender's Policy shall contain, to the extent available, (1) a comprehensive lender's endorsement, (2) a survey accuracy endorsement, (3) a usury endorsement, (4) appropriate encroachment endorsements, (5) a tie-in endorsement, and (6) such other endorsements as Agent deems necessary or advisable. No title indemnities shall be established in connection with the issuance of the Lender's Policy.