Material Real Estate Assets. (a) With respect to any Material Real Estate Asset located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) after the Closing Date, or any Real Estate Asset located in the United States of a Credit Party (other than Holdings or LLC Subsidiary) that becomes a Material Real Estate Asset after the Closing Date (in each case, for the avoidance of doubt, other than an Excluded Asset), within 90 days of the acquisition thereof or the date it becomes such a Material Real Estate Asset (or, in either case, such later date as may be agreed by the Administrative Agent in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall execute and/or deliver, or cause to be executed and/or delivered, to the Administrative Agent the following, each in form and substance reasonably satisfactory to the Administrative Agent: (i) If and to the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property; (ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent; (iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens; (iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception; (v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5; (vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy; (vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as are customary; and (viii) at the Administrative Agent’s reasonable request, an environmental site assessment prepared by a qualified firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. (b) In addition to the obligations set forth in Section 5.12(a), within thirty (30) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5. (c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset of any Credit Party.
Appears in 4 contracts
Samples: First Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), First Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), First Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.)
Material Real Estate Assets. (a) With respect to any Material Real Estate Asset located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) after the Closing Date, or any Real Estate Asset located in the United States of a Credit Party (other than Holdings or LLC Subsidiary) that becomes a Material Real Estate Asset after the Closing Date (in each case, for the avoidance of doubt, other than an Excluded Asset), within 90 days of the acquisition thereof or the date it becomes such a Material Real Estate Asset (or, in either case, such later date as may be agreed by the Administrative Agent in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall execute and/or deliver, or cause to be executed and/or delivered, to the Administrative Agent the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) If and to the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority second priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority second priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as are customary; and
(viii) at the Administrative Agent’s reasonable request, an environmental site assessment prepared by a qualified firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.
(b) In addition to the obligations set forth in Section 5.12(a), within thirty (30) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset of any Credit Party.
Appears in 4 contracts
Samples: Second Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), Second Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), Second Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.)
Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or an Executive Officer of the Borrower discovers that a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then such Credit Party, no later than ninety (a90) With respect days (or such later date agreed to by the Administrative Agent) following the acquisition of such Material Real Estate Asset or such discovery, will take all such actions and execute and deliver, or cause to be executed and delivered, all such applicable Mortgages (in form and substance reasonably acceptable to the Borrower and Administrative Agent), endorsements to title insurance policies (to the extent available in the applicable jurisdiction and such title insurance policies shall be in an amount not to exceed the fair market value (determined in good faith by the Borrower) of the Material Real Estate Asset covered thereby), appraisals (only to the extent required by law), Phase I environmental assessments, A. L. T. A. survey plans (but new or updated surveys will not be required if an existing survey is available or zip map, express map or similar map is available in the applicable jurisdiction and, in either case, survey coverage is available for the title insurance policies without the need for such new or updated surveys and provided further this foregoing requirement shall only be in connection with any Material Real Estate Asset located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) after States), flood determination certificates, customary local counsel opinions and certificates that the Closing DateAdministrative Agent will, or any Real Estate Asset located in the United States of a Credit Party (other than Holdings or LLC Subsidiary) that becomes a Material Real Estate Asset after the Closing Date (in each case, for the avoidance of doubt, other than an Excluded Asset), within 90 days of the acquisition thereof or the date it becomes such a Material Real Estate Asset (or, in either case, such later date as may be agreed by the Administrative Agent in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall execute and/or deliver, or cause to be executed and/or delivered, to the Administrative Agent the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) If and to the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law request to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that for the Mortgage is benefit of the Secured Parties, a valid and enforceable First Priority Lien on perfected security interest in such Material Real Estate Assets. Notwithstanding the Mortgaged Propertyforegoing, free the parties hereto acknowledge and clear of all defects, encumbrances and Liens other than Permitted Liens;
agree that at least twenty (iv20) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified days prior to the Administrative Agent by a licensed surveyorexecution and delivery of any Mortgage, or the Lenders shall have received (Bwhich may be via electronic delivery) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer all flood determination certifications, acknowledgements and evidence of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) other flood-related documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as are customary; and
(viii) at the Administrative Agent’s reasonable request, an environmental site assessment prepared by a qualified firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.
(b) In addition to the obligations set forth in Section 5.12(a), within thirty (30) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset of any Credit Partyreasonably sufficient to evidence compliance with Flood Insurance Laws.
Appears in 4 contracts
Samples: Credit and Guaranty Agreement (Bioventus Inc.), Credit and Guaranty Agreement (Bioventus Inc.), Credit and Guaranty Agreement (Bioventus Inc.)
Material Real Estate Assets. (a) With respect to In the event that any Loan Party acquires a Material Real Estate Asset located in the United States acquired by or a Credit Party (other than Holdings or LLC Subsidiary) after the Closing Date, or any Real Estate Asset owned by any Loan Party and located in the United States of a Credit Party (other than Holdings or LLC Subsidiary) that becomes a Material Real Estate Asset after and such interest has not otherwise been made subject to the Closing Date (Lien of the Collateral Documents in each casefavor of Collateral Agent, for the avoidance benefit of doubtSecured Parties, other then such Loan Party, no later than an Excluded Asset), within 90 days of the acquisition thereof after acquiring such Material Real Estate Asset, or the date it no later than 90 days after such Real Estate Asset becomes such a Material Real Estate Asset (or, in either each case, or such later date as may be agreed by the Administrative Agent in its sole reasonable discretionCollateral Agent), the Borrowers or the applicable Guarantor Subsidiary shall take all such actions and execute and/or and deliver, or cause to be executed and/or and delivered, with respect to the Administrative Agent the followingsuch Material Real Estate Asset, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) If and to the extent an appraisal is required under FIRREAa Mortgage, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which the jurisdiction where such Mortgaged Property Material Real Estate Asset is located with respect to the enforceability of the form of such Mortgage to be recorded in such state and such other reasonable and customary matters as are customary; and
(viii) at the Administrative Agent’s reasonable Collateral Agent may reasonably request, an environmental site assessment prepared and (iii) a mortgagee policy of title insurance (or a marked up title insurance commitment having the effect of a mortgagee policy of title insurance) issued by a qualified firm title company reasonably acceptable satisfactory to the Administrative Collateral Agent, in form an amount not less than the fair market value of such Material Real Estate Asset, insuring the Lien of such Mortgage as a valid First Priority security interest on such Material Real Estate Asset (the items set forth in clauses (i), (ii) and substance reasonably satisfactory to (iii), collectively, the Administrative Agent.
(b) “Mortgage Deliverables”). In addition to the obligations set forth in Section 5.12(a)foregoing, within thirty (30) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Lead Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either caseshall, at the Borrowers’ expenserequest of Required Lenders, obtain deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien; provided, however, that in form and substance and from appraisers reasonably satisfactory no event shall Lead Borrower be required to the Administrative deliver an appraisal to Collateral Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any a particular Material Real Estate Asset of more than once in any Credit Partygiven calendar year unless such appraisal is at Collateral Agent’s sole cost. Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document, in no event shall any Loan Party be required to deliver Mortgage Deliverables with respect to any Real Estate Asset that is not a Material Real Estate Asset.
Appears in 4 contracts
Samples: Credit Agreement (B. Riley Financial, Inc.), Abl Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Franchise Group, Inc.)
Material Real Estate Assets. (a) With respect to any Real Estate Asset that is (or, to the knowledge of any Credit Party, becomes) a Material Real Estate Asset located in the United States acquired and is at any time owned by a Credit Party (other than Holdings or LLC Subsidiary) after the Closing Datewhether by increase in value, or any acquisition of such Real Estate Asset located or the owner of such Real Estate Asset becoming a Credit Party, or otherwise), provide prompt notice thereof to the Administrative Agent (but in any event within five days of such occurrence, or such longer period to which the United States Administrative Agent may agree in its sole discretion) and thereafter cause to be delivered to the Administrative Agent and the Collateral Agent promptly (but in any event within sixty days after such acquisition or such longer period as the Administrative Agent may agree in its sole discretion) a Mortgage and such Mortgaged Property Support Documents as the Administrative Agent or the Collateral Agent may reasonably request in order to cause such Material Real Estate Assets to be subject at all times to a first priority, perfected Lien (subject to Permitted Liens) in favor of the Collateral Agent for the benefit of the Secured Parties securing the Obligations, and take all such actions and cause to be delivered all such other documents, instruments, agreements, opinions and certificates as may be reasonably requested by the Administrative Agent or the Collateral Agent in connection therewith. Promptly following receipt of any notice described in this clause (c) from the Borrower or another Credit Party related to a Material Real Estate Asset, the Administrative Agent shall notify the Lenders of the same (such notice, the “Material Real Estate Asset Lender Notice”). On and after the date that is 30 days after the Administrative Agent delivers the Material Real Estate Asset Lender Notice, the Administrative Agent shall be permitted to cause such Material Real Estate Asset to be mortgaged or otherwise pledged as Collateral hereunder unless it has received written notice from a Lender within such 30 day period that it has not completed its flood insurance diligence and flood insurance compliance with respect to such Material Real Estate Asset (it being understood that if the Administrative Agent has received no such written notice from a Lender, then on and after such date the Administrative Agent shall be permitted to assume that each Lender has completed its flood insurance diligence and flood insurance compliance with respect to such Material Real Estate Asset). If any Lender provides such written notice within such 30 day period, (x) such notice shall provide a description of the remaining items necessary to complete such Lender’s diligence and compliance, (y) such Lender shall diligently work to satisfy its remaining requirements in a timely manner, and (z) the Administrative Agent shall not cause the applicable Material Real Estate Asset to be mortgaged or otherwise pledged as Collateral hereunder until on or after the date on which the Administrative Agent receives confirmation from each such Lender that it has completed its flood insurance diligence and flood insurance compliance with respect to such Material Real Estate Asset; provided, further, that if a Lender delivers written notice pursuant to this sentence, a Credit Party shall not be required to mortgage or pledge the applicable Material Real Estate Asset or obtain or deliver any other documentation required under this subsection (other than Holdings or LLC Subsidiaryc) with respect to such Material Real Estate Asset until the later to occur of (i) the date that is 60 days after the date such Real Estate Asset becomes a Material Real Estate Asset after the Closing Date (in each case, for the avoidance of doubt, other than an Excluded Asset), within 90 days of the acquisition thereof or the date it becomes such a Material Real Estate Asset is acquired, as applicable, or (orii) the date that is 30 days after the date on which the Administrative Agent notifies the Borrower that it has received confirmation from each Lender delivering written notice pursuant to this sentence that it has completed its flood insurance diligence and flood insurance compliance with respect to such Material Real Estate Asset, in either case, or such later date as may be agreed by the Administrative Agent may permit in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall execute and/or deliver, or cause to be executed and/or delivered, to the Administrative Agent the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) If and to the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as are customary; and
(viii) at the Administrative Agent’s reasonable request, an environmental site assessment prepared by a qualified firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.
(b) In addition to the obligations set forth in Section 5.12(a), within thirty (30) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset of any Credit Party.
Appears in 3 contracts
Samples: Credit Agreement (Ebix Inc), Credit Agreement (Ebix Inc), Credit Agreement (Ebix Inc)
Material Real Estate Assets. (a) With respect to In the event that any Loan Party acquires a Material Real Estate Asset located in the United States acquired by or a Credit Party (other than Holdings or LLC Subsidiary) after the Closing Date, or any Real Estate Asset owned by any Loan Party and located in the United States of a Credit Party (other than Holdings or LLC Subsidiary) that becomes a Material Real Estate Asset after and such interest has not otherwise been made subject to the Closing Date (Lien of the Collateral Documents in each casefavor of Collateral Agent, for the avoidance benefit of doubtSecured Parties, other then such Loan Party, no later than an Excluded Asset), within 90 days of the acquisition thereof after acquiring such Material Real Estate Asset, or the date it no later than 90 days after such Real Estate Asset becomes such a Material Real Estate Asset (or, in either each case, or such later date as may be agreed by the Administrative Agent in its sole reasonable discretionCollateral Agent), the Borrowers or the applicable Guarantor Subsidiary shall take all such actions and execute and/or and deliver, or cause to be executed and/or and delivered, with respect to the Administrative Agent the followingsuch Material Real Estate Asset, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) If and to the extent an appraisal is required under FIRREAa Mortgage, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which the jurisdiction where such Mortgaged Property Material Real Estate Asset is located with respect to the enforceability of the form of such Mortgage to be recorded in such state and such other reasonable and customary matters as are customary; and
(viii) at the Administrative Agent’s reasonable Collateral Agent may reasonably request, an environmental site assessment prepared and (iii) a mortgagee policy of title insurance (or a marked up title insurance commitment having the effect of a mortgagee policy of title insurance) issued by a qualified firm title company reasonably acceptable satisfactory to the Administrative Collateral Agent, in form an amount not less than the fair market value of such Material Real Estate Asset, insuring the Lien of such Mortgage as a valid First Priority security interest on such Material Real Estate Asset (the items set forth in clauses (i), (ii) and substance reasonably satisfactory to (iii), collectively, the Administrative Agent.
(b) “Mortgage Deliverables”). In addition to the obligations set forth in Section 5.12(a)foregoing, within thirty (30) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Lead Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either caseshall, at the Borrowers’ expenserequest of Required Lenders, obtain deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien; provided, however, that in form and substance and from appraisers reasonably satisfactory no event shall Lead Borrower be required to the Administrative deliver an appraisal to Collateral Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any a particular Material Real Estate Asset of more than once in any Credit Partygiven calendar year unless such appraisal is at Collateral Agent’s sole cost. Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document, in no event shall any Loan Party be required to deliver a Mortgage with respect to any Real Estate Asset that is not a Material Real Estate Asset.
Appears in 2 contracts
Samples: Subordination Agreement (Franchise Group, Inc.), Abl Credit Agreement (Franchise Group, Inc.)
Material Real Estate Assets. (a) With respect to In the event that any Credit Party acquires a Material Real Estate Asset located in or an Executive Officer of the United States acquired by Borrower discovers that a Credit Party Real Estate Asset (other than Holdings or LLC SubsidiaryExcluded Real Estate Assets) after owned on the Closing Date, or any Real Estate Asset located in the United States of a Credit Party (other than Holdings or LLC Subsidiary) that Date becomes a Material Real Estate Asset after and such interest has not otherwise been made subject to the Closing Date (Lien of the Collateral Documents in each casefavor of the Collateral Agent, for the avoidance of doubt, other than an Excluded Asset), within 90 days benefit of the Secured Parties, then such Credit Party, no later than ninety (90) days (or such later date agreed to by the Administrative Agent) following the acquisition thereof or the date it becomes of such a Material Real Estate Asset (oror such discovery, in either case, will take all such later date as may be agreed by the Administrative Agent in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall actions and execute and/or and deliver, or cause to be executed and/or and delivered, all such applicable Mortgages covering, among other things, such interest in real property (provided that to the extent any property that is to be subject to a Mortgage is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar tax, if such tax will be owed on the entire amount of the indebtedness evidenced hereby, the Collateral Agent will, to the extent permitted by applicable law, limit the amount secured by the Mortgage to the fair market value of the Material Real Estate Asset at the time the Mortgage is entered into if such limitation results in such tax being calculated based upon such fair market value as reasonably determined by Borrower in good faith and without requirement of delivery of an appraisal or other third-party valuation), title insurance policies and endorsements thereto reasonably requested by the Collateral Agent and to the extent available in the applicable jurisdiction at reasonable cost (provided that any title insurance amounts shall not exceed the reasonably ascertainable fair market value of the applicable Material Real Estate Asset) based on readily available information, appraisals (solely to the extent required under the FIRREA), Phase I environmental assessments (to the extent reasonably requested by the Collateral Agent), A.L.T.A. survey plans (provided that new or updated surveys will not be required if an existing survey, ExpressMap or other similar documentation is available and together with customary affidavits from the applicable Credit Party is sufficient for the title insurer to remove the general survey exception and issue customary survey-based endorsements attached to the title insurance policies without the need for such new or updated surveys), “Life-of Loan” Federal Emergency Management Agency Standard Flood Hazard Determinations under Regulation H of the Federal Reserve Board (together with evidence of flood insurance for any improved Material Real Estate Asset located in a flood hazard area to the extent required by the Flood Insurance Laws, and in accordance with Section 5.5(b) hereof), customary legal opinions regarding the security interest created by the applicable Mortgage, certificates and documentation that the Administrative Agent reasonably requires to create in favor of the followingCollateral Agent, for the benefit of the Secured Parties, a valid and perfected lien and security interest in such Material Real Estate Assets, with each of the foregoing documents in form and substance reasonably satisfactory to the Administrative Agent:
(i) If and to the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as are customary; and
(viii) at the Administrative Agent’s reasonable request, an environmental site assessment prepared by a qualified firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.
(b) In addition to the obligations set forth in Section 5.12(a), within thirty (30) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset of any Credit Party.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Cohu Inc), Credit and Guaranty Agreement (Cohu Inc)
Material Real Estate Assets. (a) With respect to In the event that any Credit Party acquires a Material Real Estate Asset located in or an Executive Officer of the United States acquired by Borrower discovers that a Credit Party Real Estate Asset (other than Holdings or LLC SubsidiaryExcluded Real Estate Assets) after owned on the Closing Date, or any Real Estate Asset located in the United States of a Credit Party (other than Holdings or LLC Subsidiary) that Date becomes a Material Real Estate Asset after and such interest has not otherwise been made subject to the Closing Date (Lien of the Collateral Documents in each casefavor of the Collateral Agent, for the avoidance of doubt, other than an Excluded Asset), within 90 days benefit of the Secured Parties, then such Credit Party, no later than ninety (90) days (or such later date agreed to by the Administrative Agent) following the acquisition thereof or the date it becomes of such a Material Real Estate Asset (oror such discovery, in either case, will take all such later date as may be agreed by the Administrative Agent in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall actions and execute and/or and deliver, or cause to be executed and/or and delivered, all such applicable Mortgages covering, among other things, such interest in real property (provided that to the extent any property to be subject to a Mortgage is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar tax, if such tax will be owed on the entire amount of the indebtedness evidenced hereby, the Collateral Agent will, to the extent permitted by applicable law, limit the amount secured by the Mortgage to the fair market value of the Material Real Estate Asset at the time the Mortgage is entered into if such limitation results in such tax being calculated based upon such fair market value), title insurance policies and endorsements thereto reasonably requested by the Collateral Agent and to the extent available in the applicable jurisdiction at reasonable cost (provided that any title insurance amounts shall not exceed the reasonably ascertainably fair market value of the applicable Material Real Estate Asset) based on readily available information, appraisals (solely to the extent required under the Financial Institutions Reform Recovery and Enforcement Act of 1989), Phase I environmental assessments (to the extent reasonably requested by the Collateral Agent), A.L.T.A. survey plans (provided that new or updated surveys will not be required if an existing survey, ExpressMap or other similar documentation is available and is sufficient for the title insurer to provide full survey coverage and issue the survey-based endorsements attached to the title insurance policies without the need for such new or updated surveys), “Life-of Loan” Federal Emergency Management Agency Standard Flood Hazard Determinations under Regulation H of the Federal Reserve Board (together with evidence of flood insurance for any improved Material Real Estate Asset located in a flood hazard area to the extent required by the Flood Insurance Laws, and in accordance with Section 5.5(b) hereof), legal opinions and certificates that the Administrative Agent will reasonably request to create in favor of the followingCollateral Agent, for the benefit of the Secured Parties, a valid and perfected lien and security interest in such Material Real Estate Assets, with each of the foregoing documents in form and substance reasonably satisfactory to the Administrative Agent:
(i) If and to the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as are customary; and
(viii) at the Administrative Agent’s reasonable request, an environmental site assessment prepared by a qualified firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.
(b) In addition to the obligations set forth in Section 5.12(a), within thirty (30) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset of any Credit Party.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Artivion, Inc.), Credit and Guaranty Agreement (Cryolife Inc)
Material Real Estate Assets. (a) With respect to In the event that any Credit Party acquires a Material Real Estate Asset located in or an Executive Officer of the United States acquired by Borrower discovers that a Credit Party Real Estate Asset (other than Holdings or LLC SubsidiaryExcluded Real Estate Assets) after owned on the Closing Date, or any Real Estate Asset located in the United States of a Credit Party (other than Holdings or LLC Subsidiary) that Date becomes a Material Real Estate Asset after and such interest has not otherwise been made subject to the Closing Date (Lien of the Collateral Documents in each casefavor of the Collateral Agent, for the avoidance of doubt, other than an Excluded Asset), within 90 days benefit of the Secured Parties, then such Credit Party, no later than ninety (90) days (or such later date agreed to by the Administrative Agent) following the acquisition thereof or the date it becomes of such a Material Real Estate Asset (oror such discovery, in either case, will take all such later date as may be agreed by the Administrative Agent in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall actions and execute and/or and deliver, or cause to be executed and/or and delivered, all such applicable Mortgages covering, among other things, such interest in real property (provided that to the extent any property to be subject to a Mortgage is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar tax, if such tax will be owed on the entire amount of the indebtedness evidenced hereby, the Collateral Agent will, to the extent permitted by applicable law, limit the amount secured by the Mortgage to the fair market value of the Material Real Estate Asset at the time the Mortgage is entered into if such limitation results in such tax being calculated based upon such fair market value), title insurance policies and endorsements thereto reasonably requested by the Collateral Agent and to the extent available in the applicable jurisdiction at reasonable cost (provided that any title insurance amounts shall not exceed the reasonably ascertainably fair market value of the applicable Material Real Estate Asset) based on readily available information, appraisals (solely to the extent required under the Financial Institutions Reform Recovery and Enforcement Act of 1989), Phase I environmental assessments (to the extent reasonably requested by the Collateral Agent), A.L.T.A. survey plans (provided that new or updated surveys will not be required if an existing survey, ExpressMap or other similar documentation is available and is sufficient for the title insurer to provide full survey coverage and issue the survey-based endorsements attached to the title insurance policies without the need for such new or updated surveys), “Life-of Loan” Federal Emergency Management Agency Standard Flood Hazard Determinations under Regulation H of the Federal Reserve Board, legal opinions and certificates that the Administrative Agent will reasonably request to create in favor of the followingCollateral Agent, for the benefit of the Secured Parties, a valid and perfected lien and security interest in such Material Real Estate Assets, with each of the foregoing documents in form and substance reasonably satisfactory to the Administrative Collateral Agent:
, provided that in no event shall any Credit Party be required to (ia) If and execute any agreement, instrument or other document, complete any filing or take any other action with respect to the extent an appraisal is required under FIRREAcreation, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing perfection or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor maintenance of the Collateral Agent;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey interest in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as are customary; and
(viii) at the Administrative Agent’s reasonable request, an environmental site assessment prepared by a qualified firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.
(b) In addition to the obligations set forth in Section 5.12(a), within thirty (30) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset Asset, in each case in or under the laws of any Credit Partyjurisdiction other than the United States or any State thereof or the District of Columbia or (b) deliver landlord waivers, estoppels or collateral access letters.
Appears in 1 contract
Material Real Estate Assets. (a) With respect to In the event that Borrower or any of its Subsidiaries acquires a Material Real Estate Asset located in the United States acquired by or a Credit Party (other than Holdings or LLC Subsidiary) after the Closing Date, or any Real Estate Asset located in owned on the United States of a Credit Party (other than Holdings or LLC Subsidiary) that Closing Date becomes a Material Real Estate Asset after and such interest has not otherwise been made subject to the Closing Date (Lien of the Collateral Documents in each casefavor of Collateral Agent, for the avoidance benefit of doubtSecured Parties, other than an Excluded Asset)then the Borrower or such Subsidiary, within 90 days of the acquisition thereof or the date it becomes contemporaneously with acquiring such a Material Real Estate Asset (orAsset, in either case, shall take all such later date as may be agreed by the Administrative Agent in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall actions and execute and/or and deliver, or cause to be executed and/or and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates as may be reasonably requested by Collateral Agent or Syndication Agent with respect to each such Material Real Estate Asset to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in or lien on such Material Real Estate Asset. Without prejudice to the Administrative generality of the foregoing, in order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in Material Real Estate Assets, Collateral Agent shall receive from the followingBorrower or, each in form and substance reasonably satisfactory to as the Administrative Agentcase may be, the applicable Subsidiary:
(i) If a fully executed and to the extent an appraisal is required under FIRREAnotarized Mortgage, an appraisal complying with FIRREA stating the then current fair market value of in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Mortgaged Property;Material Real Estate Asset (each, a "MORTGAGED PROPERTY"); 106
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the case of each Mortgaged Property described therein in favor of the Collateral Agentthat is a Leasehold Property, a Landlord Consent and Estoppel and, if applicable, evidence that such Leasehold Property is a Recorded Leasehold Interest;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Collateral Agent) in each the state in which such a Mortgaged Property is located with respect to the enforceability of the form form(s) of Mortgage Mortgages to be recorded in such state and such other matters as are customary; andSyndication Agent and Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Collateral Agent;
(viiiiv) at the Administrative Agent’s reasonable request, an environmental site assessment prepared ALTA mortgagee title insurance policies or unconditional commitments therefor issued by a qualified firm title company with respect to such Mortgaged Property in an amount not less than the fair market value of such Mortgaged Property, together with a title report issued by a title company with respect thereto, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably acceptable satisfactory to Syndication Agent and Collateral Agent, and evidence that all premiums, recording charges and other sums required in connection with the Administrative Agentissuance of all such title policies have been paid in full by the Borrower, or as the case may be, the applicable Subsidiary;
(v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Administrative Syndication Agent and Collateral Agent.; and
(bvi) ALTA surveys of the Mortgaged Property, to the extent available. In addition to the obligations set forth in Section 5.12(aforegoing, Borrower shall, at the request of Requisite Lenders, deliver, from time to time (but no more frequently than once during any calendar year), within thirty to Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Administrative Agent has been granted a Lien. Borrower's or its Subsidiary's obligation to deliver or cause to be delivered a Landlord Consent and Estoppel to the Collateral Agent under clause (30ii) days above shall (in the case of Real Estate Assets owned on the Closing Date which become Material Real Estate Assets, but not in the case of Material Real Estate Assets acquired after the Closing Date) be limited to Borrower's or such longer period as is acceptable Subsidiary's reasonable commercial efforts. Collateral Agent, on behalf of the Lenders, hereby acknowledges and agrees that the use of reasonable commercial efforts shall not require Borrower or its Subsidiary to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party pay money (other than Holdings reasonable fees) or LLC Subsidiary) which was not previously located waive any contractual or other rights in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred order to obtain such Landlord Consent and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset of any Credit Party.Estoppel. 107 115
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Gabriel Communications Inc /De/)
Material Real Estate Assets. (a) With respect to In the event that any Loan Party acquires a Material Real Estate Asset located in the United States acquired by or a Credit Party (other than Holdings or LLC Subsidiary) after the Closing Date, or any Real Estate Asset owned by any Loan Party and located in the United States of a Credit Party (other than Holdings or LLC Subsidiary) that becomes a Material Real Estate Asset after and such interest has not otherwise been made subject to the Closing Date (Lien of the Collateral Documents in each casefavor of the Administrative Agent, for the avoidance benefit of doubtSecured Parties, other then such Loan Party, no later than an Excluded Asset), within 90 days of the acquisition thereof after acquiring such Material Real Estate Asset, or the date it no later than 90 days after such Real Estate Asset becomes such a Material Real Estate Asset (orprovided, that no such actions shall be required with respect to any Material Real Estate Assets owned by any Liberty Parties until the date that is 90 days after the Liberty Trigger Date) (in either each case, or such later date as may be agreed by the Administrative Agent in its sole reasonable discretionAgent), the Borrowers or the applicable Guarantor Subsidiary shall take all such actions and execute and/or and deliver, or cause to be executed and/or and delivered, with respect to such Material Real Estate Asset (i) a Mortgage, (ii) an opinion of counsel in the jurisdiction where such Material Real Estate Asset is located with respect to the enforceability of such Mortgage and such other reasonable and customary matters as the Administrative Agent may reasonably request, and (iii) a mortgagee policy of title insurance (or a marked up title insurance commitment having the following, each in form and substance effect of a mortgagee policy of title insurance) issued by a title company reasonably satisfactory to the Administrative Agent:
(i) If and to , in an amount not less than the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property;
Material Real Estate Asset, insuring the Lien of such Mortgage as a valid First Priority security interest on such Material Real Estate Asset (the items set forth in clauses (i), (ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy), insuring that collectively, the “Mortgage is a valid and enforceable First Priority Lien on Deliverables”). In addition to the Mortgaged Propertyforegoing, free and clear of all defectsLead Borrower shall, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Propertydeliver, certified from time to time, to the Administrative Agent with respect to each Real Estate Asset with respect to which Administrative Agent has been granted a Lien (w) such appraisals and surveys as are required by a licensed surveyorlaw or regulation; provided, or (B) however, that in no event shall Lead Borrower be required to deliver an existing A.L.T.A. appraisal and survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (Administrative Agent for a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP particular Material Real Estate Asset more than once in any given calendar year unless such appraisal and/or survey is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable requestsole cost, (Ax) environmental reports, audits and analyses and Phase I or Phase II reports; provided, however, that in no event shall Lead Borrower be required to deliver any such environmental reports, audits and analyses and Phase I or Phase II reports for a PZR Zoning Reportparticular Material Real Estate Asset more than once in any given calendar year unless either (1) such environmental reports, audits, analyses and Phase I or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as Phase II reports are customary; and
(viii) at the Administrative Agent’s reasonable request, an environmental site assessment prepared by a qualified firm reasonably acceptable to or the Lenders’ sole cost and expense or (2) the Administrative Agent, in form its reasonable and substance reasonably satisfactory good faith discretion, suspects that Hazardous Materials are being disposed of, produced, stored, handled, treated, released, transported or are otherwise present at a particular Material Real Estate Asset (in such case, such report(s) shall be at Borrowers’ sole cost and expense); provided, further, that the Lead Borrower shall not be required to deliver any Phase II report unless the Administrative Agent.
, in its reasonable and good faith discretion, suspects that Hazardous Materials are being disposed of, produced, stored, handled, treated, released, transported or are otherwise present at a particular Material Real Estate Asset, (by) In addition to if such Real Estate Asset is not located in a Flood Zone, a completed Flood Certificate from a third party vendor in compliance with the obligations Flood Program, and (z) if such Real Estate Asset is located in a Flood Zone, (1) a completed Flood Certificate from a third party vendor in compliance with the Flood Program, (2) written acknowledgement from the Lead Borrower that it received notification from the Administrative Agent that such Real Estate Asset is located within a Flood Zone and indicating whether the community in which such Real Estate Asset is located is participating in the Flood Program, (3) if such Real Estate Asset is located in a community participating in the Flood Program, evidence that the Loan Parties have complied with the insurance requirements set forth in Section 5.12(a5.05(b), within thirty and (304) days (or such longer period additional coverage as is acceptable required by Administrative Agent, if any, under supplemental private insurance policies in an amount reasonably required by Administrative Agent. Notwithstanding anything to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that contrary set forth in this Agreement or in any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers toLoan Document, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory no event shall any Loan Party be required to the Administrative Agent stating the then current fair market value of all or deliver Mortgage Deliverables with respect to any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Real Estate Asset that is not a Material Real Estate Asset of any Credit PartyAsset.
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Material Real Estate Assets. (a) With respect to In the event that any Credit Party acquires a Material Real Estate Asset located in the United States acquired by or a Credit Party (other than Holdings or LLC Subsidiary) after the Closing Date, or any Real Estate Asset located in owned or that, after the United States of a Credit Party (other than Holdings or LLC Subsidiary) that Effective Date becomes a Material Real Estate Asset after and such interest has not otherwise been made subject to the Closing Date (Lien of the Collateral Documents in each casefavor of the Administrative Agent, for the avoidance benefit of doubtSecured Parties, other than an Excluded Asset)then such Credit Party, within 90 days of the acquisition thereof or the date it becomes contemporaneously with acquiring such a Material Real Estate Asset (orAsset, in either case, shall take all such later date as may be agreed by the Administrative Agent in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall actions and execute and/or and deliver, or cause to be executed and/or and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates as may reasonably be requested by the Administrative Agent with respect to each such Material Real Estate Asset to create in favor of the Administrative Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in or lien on such Material Real Estate Asset. Without prejudice to the generality of the foregoing, in order to create in favor of the Administrative Agent, for the benefit of Secured Parties, a valid and, subject to any filing and recording referred to herein, perfected First Priority security interest in Material Real Estate Assets, the Administrative Agent shall receive from the applicable Credit Party:
(a) a fully executed and notarized Mortgage or, as applicable, an assignment in favor of the Administrative Agent of any mortgage in existence as of the date hereof in favor of Previous Agent , in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Material Real Estate Asset (each, a "Mortgaged Property");
(b) in the case of each Mortgaged Property that is a Leasehold Property, a Landlord Consent and Estoppel and, if applicable, evidence that such Leasehold Property is a Recorded Leasehold Interest;
(c) an opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) in the state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the followingAdministrative Agent;
(d) ALTA mortgagee title insurance policies or unconditional commitments therefor or, as applicable, an assignment in favor of the Administrative Agent of any title insurance policy or unconditional commitment therefor in existence as of the date hereof in favor of Previous Agent, issued by a title company with respect to such Mortgaged Property in an amount not less than the fair market value of such Mortgaged Property, together with a title report issued by a title company with respect thereto, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Administrative Agent:, and evidence that all premiums, recording charges and other sums required in connection with the issuance of all such title policies have been paid in full by the applicable Credit Party;
(ie) If evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance satisfactory to the Administrative Agent; and
(f) ALTA surveys of the Mortgaged Property, to the extent an appraisal is required under FIRREAavailable. In addition to the foregoing, an appraisal complying with FIRREA stating each Borrower shall, at the then current fair market value request of Requisite Lenders, deliver, from time to time (but no more frequently than once during any calendar year), to the Administrative Agent such Mortgaged Property;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices appraisals as are required by law or regulation of Real Estate Assets with respect to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at which the Administrative Agent’s reasonable request, (A) Agent has been granted a then current A.L.T.A. survey in respect of such Mortgaged Property, certified Lien. Any Credit Party's obligation to deliver or cause to be delivered a Landlord Consent and Estoppel to the Administrative Agent by a licensed surveyorunder clause (ii) above shall (in the case of Real Estate Assets owned on the Effective Date which become Material Real Estate Assets, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow but not in the issuer case of Material Real Estate Assets acquired after the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged PropertyEffective Date, (B) if the improvements located on a Mortgaged Property at which are located in a Special Flood Hazard Area, a notification any switch or network operating center) be limited to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s such Credit Party's reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as are customary; and
(viii) at the Administrative Agent’s reasonable request, an environmental site assessment prepared by a qualified firm reasonably acceptable to the commercial efforts. The Administrative Agent, in form on behalf of the Lenders, hereby acknowledges and substance reasonably satisfactory to agrees that the Administrative Agent.
(b) In addition to the obligations set forth in Section 5.12(a), within thirty (30) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that use of reasonable commercial efforts shall not require any Mortgaged Property located in the United States acquired by a Credit Party to pay money (other than Holdings reasonable fees) or LLC Subsidiary) which was not previously located waive any contractual or other rights in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5order to obtain such Landlord Consent and Estoppel.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset of any Credit Party.
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Material Real Estate Assets. (a) With respect to any Material each Real Estate Asset located listed in the United States acquired by Schedule 5.12 (each, a Credit Party (other than Holdings or LLC Subsidiary) after the Closing Date, or any Real Estate Asset located in the United States of a Credit Party (other than Holdings or LLC Subsidiary) that becomes a Material Real Estate Asset after the “Closing Date (in each case, for the avoidance of doubt, other than an Excluded AssetMortgaged Property”), within 90 days of the acquisition thereof Closing Date (or the date it becomes such a Material Real Estate Asset (or, in either case, such later date as may be agreed by the Administrative Collateral Agent in its sole reasonable discretion), and with respect to any other Material Real Estate Asset owned by a Credit Party after the Closing Date, within 90 days of such Real Estate Asset becoming a Material Real Estate Asset (or such later date as may be agreed by the Collateral Agent in its sole discretion), the Borrowers or the applicable Guarantor Subsidiary Credit Party shall execute and/or deliver, or cause to be executed and/or delivered, to the Administrative Agent Collateral Agent, for each such Material Real Estate Asset, the following, each to the extent reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Collateral Agent:
(i) If and to the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged PropertyFIRREA;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law that the Collateral Agent may reasonably deem necessary or desirable in order to create a valid and enforceable First Priority first priority Lien (subject only to Permitted LiensEncumbrances) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) an ALTA or TLTA, as applicable, Title Policy issued by a Title Policytitle insurer reasonably satisfactory to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent and in an amount at least equal to the Fair Market Value of such Mortgaged Property or such lesser amount as reasonably determined by the Administrative Agent, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liensrespective property;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. ALTA survey in respect of such Mortgaged Property, certified to the Administrative Collateral Agent by a licensed surveyor, or (B) an update to an existing A.L.T.A. ALTA survey or an existing ALTA survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers Borrower Representative (a “Flood Notice”), including ) and (if applicable) notification to the Borrower Representative that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5; provided, each Lender shall also have the right to make the determination, give the notices and receive the documentation and evidence, in each case, as referred to in this clause (v);
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent customary zoning report or municipal zoning letter providing that the continued operation of the properties and assets as currently conducted conforms with all applicable zoning and building laws, rules or (B) regulations or a zoning endorsement to the applicable Title Policy; provided that, so long as no zoning and building laws, rules or regulations are in effect with respect to the Closing Date Mortgaged Property, no zoning report, zoning letter or zoning endorsement to any Title Policy will be required with respect to the Closing Date Mortgaged Property;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as are customary; and
(viii) at the Administrative Agent’s reasonable request, an environmental site assessment prepared by a qualified firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.
(b) In addition to the obligations set forth in Section 5.12(a), within thirty forty-five (3045) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard AreaArea (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At From time to time (but absent the occurrence and continuance of an Event of Default, no more than once with respect to any Material Real Estate Asset in any 365 day period), if the Administrative Agent reasonably determines that obtaining appraisals for any Material Real Estate Asset is necessary in order for the Administrative Agent or any Lender to comply with applicable laws or regulations (including any appraisals required to comply with FIRREA), and at any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, case at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Administrative Agent stating the then current fair market value Fair Market Value of all or any portion of the any material personal property of any the Credit Party Parties (taken as a whole) and the fair market value Fair Market Value or such other value as determined reasonably required by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset of any Credit Party.
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Samples: Credit and Guaranty Agreement (NRC Group Holdings Corp.)
Material Real Estate Assets. (a) With respect to any HM Release Date Material Real Estate Asset located in Assets. Within 30 days of the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) after the Closing HM Release Date, in order to create in favor of Collateral Trustee, for the benefit of Secured Parties, a legal, valid, enforceable and, subject to any filing or any Real Estate Asset located in the United States of a Credit Party (other than Holdings or LLC Subsidiary) that becomes a recording referred to herein, perfected, First Priority Lien on all Material Real Estate Asset Assets, Collateral Trustee shall have received from each new Credit Party becoming a party hereto after the Closing HM Release Date in accordance with the requirements of Section 5.10:
(i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each case, for the avoidance of doubt, other than an Excluded Asset), within 90 days of the acquisition thereof or the date it becomes such a Material Real Estate Asset (oreach, in either case, such later date as may be agreed by the Administrative Agent in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall execute and/or deliver, or cause to be executed and/or delivered, to the Administrative Agent the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) If and to the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA stating the then current fair market value of such a "HM Release Date Mortgaged Property");
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel (which counsel shall be reasonably satisfactory to Collateral Trustee) in each state in which such a HM Release Date Mortgaged Property is located with respect to the enforceability of the form form(s) of Mortgage Mortgages to be recorded in such state and such other matters relating to the execution, delivery and enforceability of the Mortgages, as are customary; andCollateral Trustee may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Trustee;
(viiia) at ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Trustee with respect to each HM Release Date Mortgaged Property (each, a "Title Policy"), in amounts not less than the Administrative Agent’s reasonable requestfair market value of each HM Release Date Mortgaged Property, an environmental site assessment prepared together with a title report issued by a qualified firm title company with respect thereto, dated a date reasonably acceptable satisfactory to the Administrative AgentCollateral Trustee and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, and (b) evidence satisfactory to Collateral Trustee that such Credit Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each HM Release Date Mortgaged Property in the appropriate real estate records;
(iv) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Administrative Agent.Collateral Trustee; and
(bv) In addition ALTA surveys of all HM Release Date Mortgaged Properties certified to the obligations set forth in Section 5.12(a), within thirty (30) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired by Collateral Trustee and dated a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers date reasonably satisfactory to the Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset of any Credit PartyAgent.
Appears in 1 contract
Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset or an Executive Officer of the Borrower discovers that a Real Estate Asset owned on the Closing Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Secured Parties, then such Credit Party, no later than ninety (a90) With respect days (or such later date agreed to by the Administrative Agent) following the acquisition of such Material Real Estate Asset or such discovery, 155722702_14171748492_2 will take all such actions and execute and deliver, or cause to be executed and delivered, all such applicable Mortgages (in form and substance reasonably acceptable to the Borrower and Administrative Agent), endorsements to title insurance policies (to the extent available in the applicable jurisdiction and such title insurance policies shall be in an amount not to exceed the fair market value (determined in good faith by the Borrower) of the Material Real Estate Asset covered thereby), appraisals (only to the extent required by law), Phase I environmental assessments, A. L. T. A. survey plans (but new or updated surveys will not be required if an existing survey is available or zip map, express map or similar map is available in the applicable jurisdiction and, in either case, survey coverage is available for the title insurance policies without the need for such new or updated surveys and provided further this foregoing requirement shall only be in connection with any Material Real Estate Asset located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) after States), flood determination certificates, customary local counsel opinions and certificates that the Closing DateAdministrative Agent will, or any Real Estate Asset located in the United States of a Credit Party (other than Holdings or LLC Subsidiary) that becomes a Material Real Estate Asset after the Closing Date (in each case, for the avoidance of doubt, other than an Excluded Asset), within 90 days of the acquisition thereof or the date it becomes such a Material Real Estate Asset (or, in either case, such later date as may be agreed by the Administrative Agent in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall execute and/or deliver, or cause to be executed and/or delivered, to the Administrative Agent the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) If and to the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law request to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that for the Mortgage is benefit of the Secured Parties, a valid and enforceable First Priority Lien on perfected security interest in such Material Real Estate Assets. Notwithstanding the Mortgaged Propertyforegoing, free the parties hereto acknowledge and clear of all defects, encumbrances and Liens other than Permitted Liens;
agree that at least twenty (iv20) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified days prior to the Administrative Agent by a licensed surveyorexecution and delivery of any Mortgage, or the Lenders shall have received (Bwhich may be via electronic delivery) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer all flood determination certifications, acknowledgements and evidence of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) other flood-related documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as are customary; and
(viii) at the Administrative Agent’s reasonable request, an environmental site assessment prepared by a qualified firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.
(b) In addition to the obligations set forth in Section 5.12(a), within thirty (30) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset of any Credit Partyreasonably sufficient to evidence compliance with Flood Insurance Laws.
Appears in 1 contract
Material Real Estate Assets. (ai) With respect to In the event that any Loan Party acquires a Material Real Estate Asset located in the United States acquired by or a Credit Party (other than Holdings or LLC Subsidiary) after the Closing Date, or any Real Estate Asset located in owned or leased on the United States of a Credit Party (other than Holdings or LLC Subsidiary) that Restatement Effective Date becomes a Material Real Estate Asset after and such interest has not otherwise been made subject to the Closing Date (Lien of the Collateral Documents in each casefavor of the Administrative Agent, for the avoidance of doubt, other than an Excluded Asset), within 90 days benefit of the acquisition thereof or holders of the date it becomes Obligations, then such a Material Real Estate Asset (or, in either case, Loan Party shall promptly take all such later date as may be agreed by the Administrative Agent in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall actions and execute and/or and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates specified in clause (ii) below with respect to each such Material Real Estate Asset that the Administrative Agent shall reasonably request to create in favor of the Administrative Agent, for the benefit of the holders of the Obligations, a valid and, subject to any filing and/or deliveredrecording referred to herein, perfected First Priority security interest in such Material Real Estate Asset. In addition to the foregoing, the Borrower shall, at the request of the Administrative Agent, deliver, from time to time, to the Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the followingAdministrative Agent has been granted a Lien.
(ii) In order to create in favor of the Administrative Agent, for the benefit of the holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein or permitted hereby, perfected First Priority security interest in certain Material Real Estate Assets as provided in clause (a) above, the Administrative Agent shall have received from the Borrower or the applicable Guarantor:
(A) a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each in form and substance owned Material Real Estate Asset;
(B) an opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent:
(i) If and to the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property owned Material Real Estate Asset is located with respect to the enforceability of the form form(s) of Mortgage to be recorded in such state and such other matters as are customary; and
(viii) at the Administrative Agent’s reasonable Agent may reasonably request, an environmental site assessment prepared by a qualified firm in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent;
(C) in the case of each Leasehold Property that is a Material Real Estate Asset, (1) a collateral assignment of the lease, in form and substance reasonably satisfactory to the Administrative Agent., (2) a Landlord Consent and Estoppel and (3) evidence that such Leasehold Property is a Recorded Leasehold Interest;
(bD) In addition to the obligations set forth in Section 5.12(a), within thirty (301) days (an ALTA mortgagee title insurance policy or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired unconditional commitment therefor issued by a Credit Party (other than Holdings one or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers more title companies reasonably satisfactory to the Administrative Agent stating with respect to each Material Real Estate Asset (each, a “Title Policy”), in an amount not less than the then current fair market value of each Material Real Estate Asset, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or any portion of the personal property of any Credit Party otherwise referred to therein, each in form and the fair market value or such other value as determined by substance reasonably satisfactory to the Administrative Agent and (2) evidence satisfactory to the Administrative Agent that such Loan Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for example, replacement cost for purposes of Flood Insurance) of any such Material Real Estate Asset in the appropriate real estate records;
(E) a flood certification with respect to such Material Real Estate Asset and evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any Credit Partyapplicable regulations of the FRB, in form and substance reasonably satisfactory to the Administrative Agent;
(F) an ALTA survey of each Material Real Estate Asset that is not a Leasehold Property, certified to the Administrative Agent and dated not more than thirty days prior to the Closing Date; and
(G) reports and other information regarding environmental matters related to such Material Real Estate Asset as may be reasonably requested by the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not take a security interest in those assets as to which the Administrative Agent shall determine, in its discretion, that the cost of obtaining such Lien is excessive in relation to the benefit to the Lenders of the security afforded thereby.
Appears in 1 contract
Material Real Estate Assets. (ai) With respect to In the event that any Loan Party acquires a Material Real Estate Asset located in the United States acquired by or a Credit Party (other than Holdings or LLC Subsidiary) after the Closing Date, or any Real Estate Asset located in owned or leased on the United States of a Credit Party (other than Holdings or LLC Subsidiary) that Closing Date becomes a Material Real Estate Asset after and such interest has not otherwise been made subject to the Closing Date (Lien of the Collateral Documents in each casefavor of the Administrative Agent, for the avoidance of doubt, other than an Excluded Asset), within 90 days benefit of the acquisition thereof or holders of the date it becomes Obligations, then such a Material Real Estate Asset (or, in either case, Loan Party shall promptly take all such later date as may be agreed by the Administrative Agent in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall actions and execute and/or and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates specified in clause (ii) below with respect to each such Material Real Estate Asset that the Administrative Agent shall reasonably request to create in favor of the Administrative Agent, for the benefit of the holders of the Obligations, a valid and, subject to any filing and/or deliveredrecording referred to herein, perfected First Priority security interest in such Material Real Estate Asset. In addition to the foregoing, the Borrower shall, at the request of the Administrative Agent, deliver, from time to time, to the Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the followingAdministrative Agent has been granted a Lien.
(ii) In order to create in favor of the Administrative Agent, for the benefit of the holders of the Obligations, a valid and, subject to any filing and/or recording referred to herein or permitted hereby, perfected First Priority security interest in certain Material Real Estate Assets as provided in clause (a) above, the Administrative Agent shall have received from the Borrower or the applicable Guarantor:
(A) a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each in form and substance owned Material Real Estate Asset;
(B) an opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent:
(i) If and to the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property owned Material Real Estate Asset is located with respect to the enforceability of the form form(s) of Mortgage to be recorded in such state and such other matters as are customary; and
(viii) at the Administrative Agent’s reasonable Agent may reasonably request, an environmental site assessment prepared by a qualified firm in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent;
(C) in the case of each Leasehold Property that is a Material Real Estate Asset, (1) a collateral assignment of the lease, in form and substance reasonably satisfactory to the Administrative Agent., (2) a Landlord Consent and Estoppel and (3) evidence that such Leasehold Property is a Recorded Leasehold Interest;
(b1) In addition to the obligations set forth in Section 5.12(a), within thirty (30) days (an ALTA mortgagee title insurance policy or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired unconditional commitment therefor issued by a Credit Party (other than Holdings one or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers more title companies reasonably satisfactory to the Administrative Agent stating with respect to each Material Real Estate Asset (each, a “Title Policy”), in an amount not less than the then current fair market value of each Material Real Estate Asset, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or any portion of the personal property of any Credit Party otherwise referred to therein, each in form and the fair market value or such other value as determined by substance reasonably satisfactory to the Administrative Agent and (2) evidence satisfactory to the Administrative Agent that such Loan Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for example, replacement cost for purposes of Flood Insurance) of any such Material Real Estate Asset in the appropriate real estate records;
(E) a flood certification with respect to such Material Real Estate Asset and evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any Credit Partyapplicable regulations of the FRB, in form and substance reasonably satisfactory to the Administrative Agent;
(F) an ALTA survey of each Material Real Estate Asset that is not a Leasehold Property, certified to the Administrative Agent and dated not more than thirty days prior to the Closing Date; and
(G) reports and other information regarding environmental matters related to such Material Real Estate Asset as may be reasonably requested by the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not take a security interest in those assets as to which the Administrative Agent shall determine, in its discretion, that the cost of obtaining such Lien is excessive in relation to the benefit to the Lenders of the security afforded thereby.
Appears in 1 contract
Material Real Estate Assets. (a) With respect to In the event that any Credit Party acquires a Material Real Estate Asset located in the United States acquired by or a Credit Party (other than Holdings or LLC Subsidiary) after the Closing Date, or any Real Estate Asset located in the United States of a Credit Party (other than Holdings or LLC Subsidiary) that becomes a Material Real Estate Asset after and such interest has not otherwise been made subject to the Closing Date (Lien of the Collateral Documents in each casefavor of Administrative Agent, for the avoidance benefit of doubtLenders, other than an Excluded Asset)then such Credit Party, within 90 days of the acquisition thereof contemporaneously with acquiring such Material Real Estate Asset or the date it becomes with such Real Estate Asset becoming a Material Real Estate Asset (orAsset, shall, except as stated in either casethe proviso below, such later date as may be agreed by deliver the following to Administrative Agent in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall execute and/or deliver, or cause to be executed and/or delivered, to the Administrative Agent the following, each in form and substance reasonably satisfactory to the Administrative AgentLenders:
(i) If fully executed and notarized mortgages, deeds of trust or similar agreements (each, a "Mortgage") in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each such Material Real Estate Asset to secure the extent an appraisal is required under FIRREA, an appraisal complying Obligations on terms consistent with FIRREA stating those set forth in the then current fair market value of such Mortgaged PropertyPledge and Security Agreement;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Administrative Agent) in each state in which such Mortgaged Property mortgaged property is located with respect to the enforceability of the form form(s) of Mortgage Mortgages to be recorded in such state and such other matters as are customary; andSyndication Agent and Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;
(viiiiii) at in the case of a Leasehold Property, (1) to the extent reasonably obtainable without material cost, a Landlord Waiver and Consent Agreement and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest;
(iv) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by a title company with respect to such Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the mortgage date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Administrative Agent’s reasonable request;
(v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, an environmental site assessment prepared by a qualified firm reasonably acceptable to in each case in compliance with any applicable regulations of the Administrative AgentBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Administrative Agent.; and
(bvi) In addition ALTA surveys of all Mortgaged Properties which are not Leasehold Properties, certified to the obligations set forth in Section 5.12(a), within Administrative Agent and dated not more than thirty (30) days (or such longer period as is acceptable prior to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Areamortgage date; provided that, the Credit Parties actions specified in this Section 5.10 shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and not be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (required for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset (1) owned by a Subsidiary not required to deliver a Guarantee or security interests pursuant to Section 5.9 and (2) for so long as and to the extent that the granting of Liens thereon would violate applicable law or constitute a default under the terms of any Credit PartyAcquired Debt of such Person or would obligate it pursuant to the terms of such Acquired Debt to guarantee or secure any Indebtedness other than the Loans, unless Administrative Agent requests and otherwise consents to the issuance of a guarantee or the granting of Liens in respect of such Indebtedness, it being understood that the actions specified in this Section 5.10 will be taken at the earliest time and to the full extent they do not violate applicable law or constitute a default under such Acquired Debt or obligate it to guarantee or secure any other such Indebtedness.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Nextlink Communications Inc /De/)
Material Real Estate Assets. (a) With respect to any Real Estate Asset that is (or, to the knowledge of any Credit Party, becomes) a Material Real Estate Asset located in the United States acquired and is at any time owned by a Credit Party (other than Holdings or LLC Subsidiary) after the Closing Datewhether by increase in value, or any acquisition of such Real Estate Asset located in or the United States owner of such Real Estate Asset becoming a Credit Party, or otherwise), provide prompt notice thereof to the Administrative Agent (but in any event within five days of such occurrence, or such longer period to which the Administrative Agent may agree in its sole discretion) and thereafter cause to be delivered to the Administrative Agent and the Collateral Agent promptly (but in any event within sixty days after such acquisition or such longer period as the Administrative Agent may agree in its sole discretion) a Mortgage and such Mortgaged Property Support Documents as the Administrative Agent or the Collateral Agent may reasonably request in order to cause such Material Real Estate Assets to be subject at all times to a first priority, perfected Lien (subject to Permitted Liens) in favor of the Collateral Agent for the benefit of the Secured Parties securing the Obligations, and take all such actions and cause to be delivered all such other documents, instruments, agreements, opinions and certificates as may be reasonably requested by the Administrative Agent or the Collateral Agent in connection therewith. Promptly following receipt of any notice described in this clause (c) from the Borrower or another Credit Party related to a Material Real Estate Asset, the Administrative Agent shall notify the Lenders of the same (such notice, the “Material Real Estate Asset Lender Notice”). On and after the date that is 30 days after the Administrative Agent delivers the Material Real Estate Asset Lender Notice, the Administrative Agent shall be permitted to cause such Material Real Estate Asset to be mortgaged or otherwise pledged as Collateral hereunder unless it has received written notice from a Lender within such 30 day period that it has not completed its flood insurance diligence and flood insurance compliance with respect to such Material Real Estate Asset (it being understood that if the Administrative Agent has received no such written notice from a Lender, then on and after such date the Administrative Agent shall be permitted to assume that each Lender has completed its flood insurance diligence and flood insurance compliance with respect to such Material Real Estate Asset). If any Lender provides such written notice within such 30 day period, (x) such notice shall provide a description of the remaining items necessary to complete such Lender’s diligence and compliance, (y) such Lender shall diligently work to satisfy its remaining requirements in a timely manner, and (z) the Administrative Agent shall not cause the applicable Material Real Estate Asset to be mortgaged or otherwise pledged as Collateral hereunder until on or after the date on which the Administrative Agent receives confirmation from each such Lender that it has completed its flood insurance diligence and flood insurance compliance with respect to such Material Real Estate Asset; provided, further, that if a Lender delivers written notice pursuant to this sentence, a Loan Party shall not be required to mortgage or pledge the applicable Material Real Estate Asset or obtain or deliver any other than Holdings or LLC Subsidiarydocumentation required under this subsection (c) with respect to such Material Real Estate Asset until the later to occur of (i) the date that is 60 days after the date such Real Estate Asset becomes a Material Real Estate Asset after the Closing Date (in each case, for the avoidance of doubt, other than an Excluded Asset), within 90 days of the acquisition thereof or the date it becomes such a Material Real Estate Asset is acquired, as applicable, or (orii) the date that is 30 days after the date on which the Administrative Agent notifies the Borrower that it has received confirmation from each Lender delivering written notice pursuant to this sentence that it has completed its flood insurance diligence and flood insurance compliance with respect to such Material Real Estate Asset, in either case, or such later date as may be agreed by the Administrative Agent may permit in its sole reasonable discretion), the Borrowers or the applicable Guarantor Subsidiary shall execute and/or deliver, or cause to be executed and/or delivered, to the Administrative Agent the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) If and to the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as are customary; and
(viii) at the Administrative Agent’s reasonable request, an environmental site assessment prepared by a qualified firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.
(b) In addition to the obligations set forth in Section 5.12(a), within thirty (30) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers to, in either case, at the Borrowers’ expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset of any Credit Party.
Appears in 1 contract
Samples: Credit Agreement (Ebix Inc)
Material Real Estate Assets. (a) With respect to any Material Real Estate Asset located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) after the Closing ClosingSixth Amendment Effective Date, or any Real Estate Asset located in the United States of a Credit Party (other than Holdings or LLC Subsidiary) that becomes a Material Real Estate Asset after the Closing ClosingSixth Amendment Effective Date (in each case, for the avoidance of doubt, other than an Excluded Asset), within 90 days of the acquisition thereof or the date it becomes such a Material Real Estate Asset (or, in either case, such later date as may be agreed by the Administrative Agent in its sole reasonable discretion), the Borrowers BorrowersBorrower or the applicable Guarantor Subsidiary shall execute and/or deliver, or cause to be executed and/or delivered, to the Administrative Agent the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) If and to the extent an appraisal is required under FIRREA, an appraisal complying with FIRREA stating the then current fair market value of such Mortgaged Property;
(ii) a fully executed and acknowledged Mortgage in form suitable for filing or recording in all filing or recording offices as are required by law to create a valid and enforceable First Priority Lien (subject only to Permitted Liens) on the Mortgaged Property described therein in favor of the Collateral Agent;
(iii) a Title Policy, insuring that the Mortgage is a valid and enforceable First Priority Lien on the Mortgaged Property, free and clear of all defects, encumbrances and Liens other than Permitted Liens;
(iv) at the Administrative Agent’s reasonable request, (A) a then current A.L.T.A. survey in respect of such Mortgaged Property, certified to the Administrative Agent by a licensed surveyor, or (B) an existing A.L.T.A. survey with a “no change” affidavit sufficient to allow the issuer of the Title Policy to issue such policy without a survey exception;
(v) (A) a completed “Life of Loan” standard flood hazard determination form as to any improved Mortgaged Property, (B) if the improvements located on a Mortgaged Property are located in a Special Flood Hazard Area, a notification to the Borrowers BorrowersBorrower (a “Flood Notice”), including (if applicable) that flood insurance coverage under the NFIP is not available because the community in which the Mortgaged Property is located does not participate in the NFIP, and (C) if the Flood Notice is required to be given (x) documentation evidencing the Borrowers’ Borrowers’Borrower’s receipt of the Flood Notice (e.g., a countersigned Flood Notice) and (y) evidence of Flood Insurance as required by Section 5.5;
(vi) at the Administrative Agent’s reasonable request, (A) a PZR Zoning Report, or equivalent zoning report or municipal zoning letter or (B) a zoning endorsement to the Title Policy;
(vii) If reasonably requested by the Collateral Agent, an opinion of local counsel in each state in which such Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as are customary; and
(viii) at the Administrative Agent’s reasonable request, an environmental site assessment prepared by a qualified firm reasonably acceptable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.
(b) In addition to the obligations set forth in Section 5.12(a), within thirty (30) days (or such longer period as is acceptable to the Administrative Agent) after written notice from the Administrative Agent to the Borrower Representative that any Mortgaged Property located in the United States acquired by a Credit Party (other than Holdings or LLC Subsidiary) which was not previously located in an area designated as a Special Flood Hazard Area has been redesignated as a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 5.5.
(c) At any time if an Event of Default shall have occurred and be continuing, the Administrative Agent may, or may require the Borrowers BorrowersBorrower to, in either case, at the Borrowers’ Borrowers’Borrower’s expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to the Administrative Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party and the fair market value or such other value as determined by the Administrative Agent (for example, replacement cost for purposes of Flood Insurance) of any Material Real Estate Asset of any Credit Party.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.)
