Mortgages and Title Insurance. The following documents, each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, that the Borrower shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby: (A) Mortgages (or, if applicable, amendments to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) in form and substance satisfactory to the Administrative Agent, duly executed and delivered by the Borrower or such Restricted Subsidiary, as the case may be, in recordable form (in such number of copies as the Administrative Agent shall have requested) and, to the extent necessary with respect to any leasehold property to be subject to a Mortgage, use commercially reasonable efforts by Borrower to obtain consents of the respective landlords with respect to such property and, to the extent necessary under applicable law, for filing in the appropriate county land office(s), Fixture Filings; (B) one or more mortgagee policies of title insurance on forms of and issued by the Title Companies, or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require; (C) as-built surveys of recent date of each of the Facilities to be covered by the Mortgages, showing such matters as may be required by the Administrative Agent, which surveys shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exception; (D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage; (E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated above; and (F) such other certificates, documents and information as are reasonably requested by the Administrative Agent or the Lenders, including, without limitation, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance reasonably satisfactory to the Administrative Agent. In addition, the Borrower shall have paid to the Title Companies (i) all expenses and premiums of the Title Companies in connection with the issuance of such policies and (ii) an amount equal to the recording, mortgage, intangibles, transfer and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings in the appropriate county land office(s).
Appears in 2 contracts
Samples: Credit Agreement (Geo Group Inc), Credit Agreement (Geo Group Inc)
Mortgages and Title Insurance. The following documents, each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative AgentSecond Lien Collateral Trustee (provided that such Persons shall be deemed satisfactory if such Persons are otherwise satisfactory to the Exchange Credit Agreement Agent for the comparable documents to be delivered under the Exchange Credit Agreement); provided, provided that the Borrower Company shall not be required to deliver the following documents for any property that is not a Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent Second Lien Collateral Trustee in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:thereby (provided that such costs shall be deemed materially disproportionate if such costs are deemed materially disproportionate by the Exchange Credit Agreement Agent and not required to be delivered under the Exchange Credit Agreement):
(A) For all Material Real Property, Mortgages (or, if applicable, amendments to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) in form and substance reasonably satisfactory to the Administrative Second Lien Collateral Trustee (provided that such Mortgages shall be deemed satisfactory if such Mortgages are substantially similar to the comparable Mortgage provided under the Exchange Credit Agreement which are otherwise satisfactory to the Exchange Credit Agreement Agent, subject to factual changes necessary to reflect the Second Lien Secured Obligations and the Note Documents), duly executed (and, where appropriate in the applicable jurisdiction, acknowledged) and delivered by the Borrower Company or such Restricted SubsidiaryGuarantor, as the case may be, in recordable form (in such number of copies as the Administrative Agent Second Lien Collateral Trustee shall have requested) and, to the extent necessary with respect to any leasehold property to be subject to a Mortgage, use commercially reasonable efforts by Borrower the Company to obtain consents of the respective landlords with respect to such property (provided that such consents shall be deemed satisfactory if deemed satisfactory to the Exchange Credit Agreement Agent under the Exchange Credit Agreement) and, to the extent necessary under applicable law, for filing in the appropriate county land office(s), UCC financing statements covering fixtures, in each case appropriately completed (the “Fixture Filings”);
(B) one One or more ALTA mortgagee policies of title insurance on forms of and issued by one or more title companies satisfactory to the Second Lien Collateral Trustee (the “Title Companies, or modification and date down endorsements ”) (provided that such Title Companies shall be deemed satisfactory if such Title Companies are otherwise satisfactory to the existing policies of title insurance Exchange Credit Agreement Agent under the Exchange Credit Agreement), insuring the validity and first second lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative AgentSecond Lien Collateral Trustee (provided that such amounts shall be deemed satisfactory if such amounts are otherwise satisfactory to the Exchange Credit Agreement Agent under the Exchange Credit Agreement), subject only to such exceptions as are satisfactory to the Administrative AgentSecond Lien Collateral Trustee (provided that such exceptions shall be deemed satisfactory if such exceptions are otherwise satisfactory to the Exchange Credit Agreement Agent under the Exchange Credit Agreement) and to the terms of the First Lien/Second Lien Intercreditor Agreement; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent Second Lien Collateral Trustee in its sole discretion in lieu of such coveragecoverage (provided that such other surety bonds or other additional collateral shall be deemed satisfactory if such other surety bonds or other additional collateral are otherwise satisfactory to the Exchange Credit Agreement Agent under the Exchange Credit Agreement), (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent Second Lien Collateral Trustee (such approval not to be unreasonably withheld or delayeddelayed (provided that any survey exceptions shall be deemed approved if such survey exceptions are otherwise approved by the Exchange Credit Agreement Agent under the Exchange Credit Agreement)) and (C) such affirmative insurance and endorsements as the Administrative Agent Second Lien Collateral Trustee may reasonably requirerequire (provided that Company shall not be required to provide any affirmative insurance and endorsements not otherwise required by the Exchange Credit Agreement Agent under the Exchange Credit Agreement subject to changes or additions necessary to reflect, and/or provide substantially similar coverages relative to, the Second Lien Secured Obligations and the Notes Documents);
(C) ALTA, or if not customary in such jurisdiction, as-built surveys of recent date of each of the Facilities to be covered by the Mortgages, showing such matters as may be required by the Administrative AgentSecond Lien Collateral Trustee (provided that such matters as required by the Exchange Credit Agreement Agent under the Exchange Credit Agreement shall be deemed the only requirements of the Second Lien Collateral Trustee), which surveys shall be in form and content acceptable to the Administrative Agent, Second Lien Collateral Trustee (provided that such surveys shall be deemed acceptable if such surveys are otherwise acceptable to the Exchange Credit Agreement Agent under the Exchange Credit Agreement) and certified to the Administrative Agent Second Lien Collateral Trustee and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Second Lien Collateral Trustee (provided that such surveyor shall be deemed acceptable if such surveyor is otherwise satisfactory to the Exchange Credit Agreement Agent under the Exchange Credit Agreement) or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Second Lien Collateral Trustee (provided that such affidavit shall be deemed acceptable if such affidavit is otherwise satisfactory to the Exchange Credit Agreement Agent under the Exchange Credit Agreement) and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated above; and
(FE) such other certificates, documents and information as are reasonably requested by the Administrative Agent or the LendersSecond Lien Collateral Trustee, including, without limitation, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance reasonably satisfactory to the Administrative Agent. In additionSecond Lien Collateral Trustee (provided that such other certificates, documents and information (including the Borrower form of any landlord agreements and consents) shall have paid be deemed satisfactory if such other certificates, documents and information (including any landlord agreements and consents) are otherwise satisfactory to the Title Companies (i) all expenses and premiums of Exchange Credit Agreement Agent under the Title Companies in connection with the issuance of such policies and (ii) an amount equal to the recording, mortgage, intangibles, transfer and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings in the appropriate county land office(sExchange Credit Agreement).
Appears in 2 contracts
Samples: Indenture (Geo Group Inc), Indenture (Geo Group Inc)
Mortgages and Title Insurance. The following documents, each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Collateral Agent; provided, that the Borrower shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:
(Ai) Mortgages (or, if applicable, amendments to the Mortgages securing the obligations a Mortgage amending and restating each of the Borrower and the Guarantors under the Existing Credit Agreement) Mortgages, in form and substance satisfactory to the Administrative Agent, each case duly executed and delivered by the Borrower respective owner or lessee of such Restricted Subsidiary, as the case may be, property in recordable form (in such number of copies as the Administrative Collateral Agent shall have requested) and, to the extent necessary with respect to any leasehold property to be subject subjected to a Mortgage, use commercially reasonable efforts by Borrower to obtain consents of the respective landlords with respect to such property property;
(ii) one or more mortgagee policies of title insurance (or an endorsement of such policies issued under the 1999 Credit Agreement) on forms of and issued by First American Title Insurance Company (the "Title Company"), insuring the validity and priority of the Liens created under each such Mortgage for and in amounts satisfactory to the Collateral Agent, subject only to such exceptions as are satisfactory to the Collateral Agent and, to the extent necessary under applicable law, for filing in the appropriate county land office(s), Fixture Filings;
(B) one or more mortgagee policies of title insurance on forms of and issued by the Title Companies, or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require;
(C) as-built surveys of recent date of each of the Facilities to be covered by the Mortgages, showing such matters as may be required by the Administrative Agent, which surveys shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurateUniform Commercial Code financing statements covering fixtures, in form acceptable to the Administrative Agent each case appropriately completed and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated aboveduly executed; and
(Fiii) such other certificatesopinions, documents and information as are reasonably requested each dated the Effective Date, of local counsel in each of the respective states in which the properties covered by the Administrative Agent or the LendersMortgages executed and delivered under this clause (g) are located, including, without limitation, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance reasonably satisfactory to the Collateral Agent (each such opinion to be addressed to the Lenders, the Administrative Agent and the Collateral Agent). In addition, the Borrower shall have paid to the Title Companies (i) Company all expenses and premiums of the Title Companies Company in connection with the issuance of such policies (or endorsements) and (ii) in addition shall have paid to the Title Company an amount equal to the recording, mortgage, intangibles, transfer recording and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings each such Mortgage in the appropriate county land office(s).
Appears in 2 contracts
Samples: Revolving Credit Agreement (Chart Industries Inc), Term Loan Agreement (Chart Industries Inc)
Mortgages and Title Insurance. The To the extent requested by the Administrative Agent and except as covered by Section 9.18 hereof, the following documents, documents each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, that the Borrower shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:
(Ai) Mortgages (orcovering the real Properties identified in Schedules XV and XVI hereto, if applicable, amendments to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) in form and substance satisfactory to the Administrative Agent, each case duly executed and delivered by the Borrower Parent, CALI, CasTech or such Restricted SubsidiaryBarmet, as the case may be, in recordable form (in such number of copies as the Administrative Agent shall have reasonably requested) and, to the extent necessary with respect to any leasehold property to be subject to a Mortgage, use commercially reasonable efforts by Borrower to obtain consents of the respective landlords with respect to such property and, to the extent necessary under applicable law, for filing in the appropriate county land office(s), Fixture Filings;; CREDIT AGREEMENT
(Bii) one or more mortgagee policies of title insurance on forms of and issued by the Title Companies, one or modification and date down endorsements more title companies satisfactory to the existing policies of title insurance Administrative Agent (the "TITLE COMPANIES"), insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory Agent and, to the Administrative Agent extent necessary under applicable law, for filing in its sole discretion the appropriate county land offices, Uniform Commercial Code financing statements covering fixtures, in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) each case appropriately completed and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably requireduly executed;
(Ciii) as-built surveys surveys, re-dated of recent date or updated by physical inspection (including aerial inspection) of recent date of each of the Facilities facilities to be covered by the such Mortgages, showing such matters as may be reasonably required by the Administrative Agent, which surveys shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor reasonably acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated aboveAgent; and
(Fiv) such other certificates, documents copies of permanent and information as are reasonably requested by the Administrative Agent or the Lenders, including, without limitation, engineering and structural reports, permanent unconditional certificates of occupancy and for each fee owned real Property covered by a Mortgage (or, if it is not the practice to issue certificates of occupancy in the jurisdiction in which the facilities to be covered by such Mortgages are located, then such other evidence of zoning compliance, each in form and substance reasonably satisfactory to the Administrative Agent) permitting the fully functioning operation and occupancy of each such facility and of such other permits necessary for the use and operation of each such facility issued by the respective governmental authorities having jurisdiction over each such facility. In addition, the Borrower Parent shall have paid to the Title Companies (i) all expenses and premiums of the Title Companies in connection with the issuance of such policies and (ii) in addition shall have paid to the Title Companies an amount equal to the recording, mortgage, intangibles, transfer recording and stamp taxes payable in connection with recording the Mortgages, any amendments to the such Mortgages and the Fixture Filings in the appropriate county land office(s).offices. CREDIT AGREEMENT
Appears in 1 contract
Mortgages and Title Insurance. The following documents, each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, that the Borrower shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:
(Ai) Mortgages (or, if applicable, amendments to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) in form and substance satisfactory to the Administrative AgentMortgages, duly executed and delivered by the Borrower or such Restricted Subsidiary, as the case may be, Company in recordable form (in such number of copies as the Administrative Agent shall have requested) andre- quested), together with, in the case of any Mortgage covering a leasehold interest, a consent of the re- spective landlord thereunder (to the extent necessary with respect to any leasehold property to be subject to a Mortgage, use commercially reasonable efforts by Borrower to obtain consents of required under the respective landlords with respect to such property and, to the extent necessary under applicable law, for filing in the appropriate county land office(slease), Fixture Filings;
(Bii) one or more mortgagee policies of title insurance on forms of and issued by one or more title companies satisfactory to each Lender (the "Title Companies"), or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) the Mortgage covering the headquarters facility of the Company in Windsor, Con- necticut for and in amounts satisfactory to the Administrative Ad- ministrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory Agent and, to the Administrative Agent extent necessary under applicable law, for filing Credit Agreement in its sole discretion the appropriate county land office(s), Uniform Commercial Code financing statements covering fixtures, in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) each case appropriately completed and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably requireduly executed;
(Ciii) to the extent available, an as-built surveys survey of recent date of each for the headquarters facility of the Facilities to be covered by the MortgagesCompany in Windsor, showing such matters as may be required by the Administrative AgentConnecticut, which surveys survey shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to Agent, each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated above; and
(Fiv) such other certificates, documents certified copies of permanent and information as are reasonably requested by the Administrative Agent or the Lenders, including, without limitation, engineering and structural reports, permanent unconditional certificates of occupancy and (or, if it is not the practice to issue certificates of occupancy in the jurisdiction in which such facility is located, then such other evidence of zoning compliance, each in form and substance reasonably satisfactory to the Administrative Agent) permitting the fully functioning operation and occupancy of the headquarters facility of the Company in Windsor, Connecticut and of such other permits necessary for the use and operation of such facility issued by the respective governmental authority having jurisdiction over such facility. In addition, the Borrower Company shall have paid to the Title Companies (i) Com- panies all expenses and premiums of the Title Companies in connection with the issuance of such policies and (ii) in addi- tion shall have paid to the Title Companies an amount equal to the recording, mortgage, intangibles, transfer recording and stamp taxes payable in connection connec- tion with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings in the appropriate county land office(s).. Notwithstanding the foregoing, in the event the Company shall not have obtained by the Clos- ing Date the necessary consent from the respective land- lord for the execution and delivery by the Company of a Mortgage covering a leasehold interest, the Company shall not be required to execute and deliver a Mortgage covering such leasehold interest on the Closing Date but shall con- tinue to use its best efforts to obtain such consent (in which event, upon obtaining such consent, it shall im- mediately execute and deliver to the Administrative Agent an appropriate Mortgage covering such leasehold interest), provided that, in any event, within 90 days after the Closing Date, the Company shall either (i) obtain all such consents (and execute all such Mortgages) or (ii) furnish to the Administrative Agent a explanation (satisfactory to the Administrative Agent) as to the reasons for its in- ability to obtain such consents. Credit Agreement
Appears in 1 contract
Samples: Credit Agreement (Advo Inc)
Mortgages and Title Insurance. The following documents, documents shall each of which shall be have been duly executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, that the Borrower shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained therebyMajority Holders:
(Aa) one or more Mortgages (oras contemplated by the Reorganization Plan covering the Real Property Collateral identified in Schedule E with an asterisk, if applicable, amendments to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) in form and substance satisfactory to the Administrative Agent, each case duly executed and delivered by the Borrower or such Restricted Subsidiary, as the case may be, relevant Obligor in recordable form (in such number of copies as the Administrative Majority Holders and the Collateral Agent shall have requested);
(b) and, one or more mortgagee policies of title insurance on forms of and issued by one or more title companies satisfactory to the extent necessary with respect Majority Holders and the Collateral Agent as contemplated by the Reorganization Plan (the "Title Companies"), insuring a valid first mortgage lien on the Mortgaged Property (as defined in the Mortgage(s)); for and in amounts satisfactory to any leasehold property to be the Majority Holders in their reasonable determination, subject to a Mortgage, use commercially reasonable efforts by Borrower to obtain consents of the respective landlords with respect only to such property exceptions as are reasonably satisfactory to the Majority Holders and the Collateral Agent and, to the extent necessary under applicable law, for filing in the appropriate county land office(s), Fixture FilingsUniform Commercial Code financing statements covering fixtures, in each case appropriately completed and duly executed; such title policies shall contain such endorsements in form and substance reasonably satisfactory to the Majority Holders;
(B) one or more mortgagee policies of title insurance on forms of and issued by the Title Companies, or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require;
(Cc) as-built surveys of recent date of each of the Facilities facilities to be covered by the Mortgages, Mortgages showing such matters as may be reasonably required by the Administrative AgentMajority Holders, which surveys shall be in form and content acceptable to the Administrative Agentajority Holders in their reasonable determination, and certified to the Administrative Collateral Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exceptionMajority Holders;
(Dd) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect certified copies of permanent and unconditional certificates of occupancy (or, if it is not the practice to each property issue certificates of occupancy in the jurisdiction in which the facilities to be covered by a Mortgage;
(Ethe Mortgage(s) are located, then such affidavits, certificates, information (including financial dataother evidence satisfactory to the Majority Holders in its reasonable determination) permitting the fully functioning operation and instruments occupancy of indemnification (including a so-called “gap” indemnification) as shall be required to induce each such facility and of such other permits necessary for the Title Companies to issue use and operation of each such facility issued by the title policies and endorsements contemplated aboverespective governmental authorities having jurisdiction over each such facility; and
(Fe) such Collateral Access Agreements from lessors, warehousemen, bailees, and other certificatesthird persons (i) in the case of Inventory stored with a bailee, documents warehouseman or similar party, as the Majority Holders and information as are the Collateral Agent reasonably requested may require, to the extent provided to the New Revolving Credit Lender by the Administrative Company under the New Revolving Credit Agreement and (ii) in the case of Equipment stored with a bailee, warehouseman or similar party as the Majority Holders and the Collateral Agent or the Lenders, including, without limitation, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance may reasonably satisfactory to the Administrative Agentrequire. In addition, the Borrower Company shall have paid to the Title Companies (i) all expenses and premiums of the Title Companies in connection with the issuance of such policies and (ii) in addition shall have paid to the Title Companies an amount equal to the recording, mortgage, intangibles, transfer recording and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings Mortgage(s) in the appropriate county land office(s). Notwithstanding the foregoing, to the extent that any of the items set forth above in this Section 5.10(e) are not obtainable by the Closing Date, it shall not be a condition to the Closing hereunder that such items be delivered to the Collateral Agent and the Purchasers, but such items shall be delivered to the Collateral Agent as promptly after the Closing Date as practicable, but in any event within 30 days thereafter, provided that it shall not be a Default hereunder if the Obligors are unable to deliver any of such items by reason of their inability to obtain a necessary landlord or other third-party consent (unless such consent is to come from an Affiliate) so long as the Obligors use commercially reasonable efforts to obtain such non-Affiliated landlord or third-party consents.
Appears in 1 contract
Mortgages and Title Insurance. The following documents, each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Paying Agent; provided, that the Borrower shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:
(Ai) one or more Mortgages (orcovering the Principal Facilities, if applicable, amendments to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) in form and substance satisfactory to the Administrative Agent, each case duly executed and delivered by the Borrower or such Restricted Subsidiary, as the case may be, in recordable form (in such number of copies as the Administrative Paying Agent shall have reasonably requested);
(ii) and, one or more mortgagee policies of title insurance on forms of and issued by one or more title companies reasonably satisfactory to the extent necessary with respect to any leasehold property to be subject to a MortgagePaying Agent (the "Title Companies"), use commercially reasonable efforts by Borrower to obtain consents insuring the validity and priority of the respective landlords with respect Liens created under the Mortgages covering the Principal Facilities for and in amounts equal to at least one hundred fifteen percent (115%) of the appraised value of each of the Principal Facilities, subject only to such property exceptions as are reasonably satisfactory to the Paying Agent and, to the extent necessary under applicable law, for filing in the appropriate county land office(s)offices, Fixture FilingsUniform Commercial Code financing statements covering fixtures, in each case appropriately completed and duly executed;
(B) one or more mortgagee policies of title insurance on forms of and issued by the Title Companies, or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require;
(Ciii) as-built surveys of recent date of each of the Principal Facilities, other than those Principal Facilities to be covered by the Mortgageslocated at 0000 Xxx Xxxxxx, Xxxxxxx-Xxxxx, XX and 0000 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx-Xxxxx, XX, showing such matters as may be required by the Administrative Paying Agent, which surveys shall be in form and content reasonably acceptable to the Administrative Paying Agent, and shall be certified to the Administrative Paying Agent, the Collateral Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated abovePaying Agent; and
(Fiv) such other certificates, documents certified copies of permanent and information as are reasonably requested by the Administrative Agent or the Lenders, including, without limitation, engineering and structural reports, permanent unconditional certificates of occupancy (other than for the Principal Facility located at 0000 Xxx Xxxxxx, Winston-Salem, NC) permitting the fully functioning operation and evidence occupancy of zoning compliance, each in form such Principal Facility and substance reasonably satisfactory to of such other permits necessary for the Administrative Agentuse and operation of such Principal Facility issued by the respective governmental authorities having jurisdiction over such Principal Facility. In addition, the Borrower shall have paid to the Title Companies (i) all expenses and premiums of the Title Companies in connection with the issuance of such policies and (ii) in addition shall have paid to the Title Companies an amount equal to the recording, mortgage, intangibles, transfer recording and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings Uniform Commercial Code fixture filings, if applicable, in the appropriate county land office(s)offices.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Krispy Kreme Doughnuts Inc)
Mortgages and Title Insurance. The Borrower agrees and ----------------------------- agrees to cause its Subsidiaries to deliver to the Administrative Agent the following documentsdocuments within 90 days after the Closing Date, each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, that the Borrower shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:
(Ai) Mortgages (or, if applicable, amendments to covering the Mortgages securing the obligations real Property interests of the Borrower and the Guarantors under its Subsidiaries with respect to the Existing Credit AgreementParks (other than the Park known as Six Flags Fiesta Texas) identified in form and substance satisfactory to the Administrative AgentPart B of Schedule V, in each case duly executed and delivered by the Borrower or respective Obligor holding such Restricted Subsidiary, as the case may be, interests in recordable form (in such number of copies as the Administrative Agent shall have requested) and, to the extent necessary with respect to any leasehold property Property to be subject subjected to a Mortgage, use commercially reasonable efforts by Borrower to obtain consents of the respective landlords with respect to such property and, to the extent necessary under applicable law, for filing in the appropriate county land office(s), Fixture FilingsProperty;
(Bii) one or more mortgagee policies of title insurance on forms of and issued by First American Heritage Title Company (the "Title CompaniesCompany"), or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens ------------- created under such the Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory Agent and, to the Administrative Agent extent necessary under applicable law, for filing in its sole discretion the appropriate county land offices, Uniform Commercial Code financing statements covering fixtures, in lieu of such coverage, each case appropriately completed and duly executed;
(Biii) a reference to the relevant survey with no survey exceptions except those theretofore approved if requested by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require;
(C) Agent, as-built surveys of recent date of each of the Facilities facilities to be covered by the Mortgages, showing such matters as may be required by the Administrative Agent, which surveys shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title CompaniesCompany, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exceptionAgent;
(Div) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated above; and
(F) such other certificates, documents and information as are reasonably if requested by the Administrative Agent or the LendersAgent, including, without limitation, engineering certified copies of permanent and structural reports, permanent unconditional certificates of occupancy and (or, if it is not the practice to issue certificates of occupancy in the jurisdiction in which the facilities to be covered by the Mortgages are located, then such other evidence of zoning compliance, each in form and substance reasonably satisfactory to the Administrative Agent) permitting the fully functioning operation and occupancy of the facility of the respective Obligor located on each such real Property interest, and of such other permits necessary for the use and operation of each such facility issued by the respective governmental authorities having jurisdiction over each such facility; and
(v) opinion(s), dated the date of the execution and delivery of the relevant Mortgage, of local counsel in the respective states in which the Properties covered by the Mortgages are located, in form and substance satisfactory to the Administrative Agent, and covering such matters as the Administrative Agent may reasonably request (and each Obligor hereby instructs such counsel to deliver such opinion(s) to the Lenders and the Administrative Agent). In addition, the Borrower shall have paid concurrently with the execution and delivery of the Mortgages pay to the Title Companies (i) Company all expenses and premiums of the Title Companies Company in connection with the issuance of such policies and (ii) in addition shall pay to the Title Company an amount equal to the recording, mortgage, intangibles, transfer recording and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings in the appropriate county land office(s).
Appears in 1 contract
Samples: Credit Agreement (Premier Parks Inc)
Mortgages and Title Insurance. The following documents, each of which shall be executed (and, where appropriate, acknowledged) by Persons reasonably satisfactory to the Administrative Agent; provided, that the Borrower shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:
(Ai) one or more amended and restated Mortgages (orcovering the facilities of Borrower identified on Schedule 4.1(e), if applicable, amendments to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) in form and substance satisfactory to the Administrative Agent, each case duly executed and delivered by the Borrower or such Restricted Subsidiary, as the case may be, parties thereto in recordable form (in such number of copies as the Administrative Agent shall have reasonably requested) and, to the extent necessary with respect to any leasehold property to be subject subjected to a Mortgage, use commercially reasonable efforts by Borrower to obtain consents of the respective landlords with respect to such property property;
(ii) an Environmental Indemnity Agreement duly executed and delivered by Borrower (in such number of copies as Administrative Agent shall have reasonably requested);
(iii) one or more mortgagee policies of title insurance (or bring-down endorsements of existing mortgagee policies of title insurance) in the form of and issued by one or more title companies reasonably satisfactory to Administrative Agent (the “Title Companies”), insuring the validity of the Liens created under each Mortgage for and in amounts and containing such endorsements and affirmative coverage reasonably satisfactory to Administrative Agent, subject only to such exceptions as are reasonably satisfactory to Administrative Agent and, to the extent necessary under applicable law, for filing in the appropriate county land office(s)office, Fixture FilingsUniform Commercial Code financing statements covering fixtures, in each case appropriately completed and, appropriate, duly executed;
(Biv) one or more mortgagee policies of title insurance on forms of and issued by the Title Companies, or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority copies of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require;
(C) most recent as-built surveys of recent date of each parcel of the Facilities Mortgaged Property available to be covered by the Mortgages, showing such matters as may be required by the Administrative Agent, which surveys shall be in form Borrower and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exceptionsurveyor;
(Dv) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect copies of the most recent appraisals of each parcel of the Mortgaged Property available to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated aboveBorrower; and
(Fvi) such other certificates, documents and information instruments in connection with the Mortgages as are shall reasonably requested be deemed necessary by the Administrative Agent or the Lenders(including life of loan flood hazard determination certificates for all Mortgaged Properties and, includingif applicable, without limitationrelated Borrower notices), engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each that all other actions that Administrative Agent may reasonably deem necessary or desirable in form order to create valid first and substance reasonably satisfactory to subsisting Liens on the Administrative Agentproperty described in the Mortgages has been taken. In addition, the Borrower shall have paid or made satisfactory provision to pay to the Title Companies (iy) all expenses and premiums of the Title Companies in connection with the issuance of such policies and (iiz) an amount equal to the recording, mortgage, intangibles, transfer recording and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings in the appropriate county land office(s)office.
Appears in 1 contract
Samples: Credit Agreement (Wayne Farms, Inc.)
Mortgages and Title Insurance. The following documents, documents each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, that the Borrower shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:
(Ai) Mortgages (orwith respect to each Mortgage, if applicable, amendments an instrument of Modification and Confirmation pursuant to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) which such Mortgage shall have been amended in form and substance satisfactory to the Administrative AgentAgent to spread the Lien thereof to secure the obligations under this Agreement, and to reflect that the Revolving Credit Loans and Revolving Letter of Credit Liabilities are entitled to priority as contemplated in Section 2.01(d) hereof, in each case duly executed executed, acknowledged and delivered by the Borrower or such Restricted Subsidiary, as the case may berespective parties thereto, in recordable form (in such number of copies as the Administrative Agent shall have requested);
(ii) andmortgagee down-date continuation reports for, and modification/date-down endorsements to, existing title policies issued pursuant to the extent necessary with respect to Existing Credit Agreement (or any leasehold property to be predecessor Credit Agreement), subject to a Mortgage, use commercially reasonable efforts by Borrower to obtain consents of the respective landlords with respect only to such property and, exceptions as shall be satisfactory to the extent necessary under applicable law, Administrative Agent;
(iii) for filing in the appropriate county land office(s)offices, Fixture Filings;
(B) one or more mortgagee policies of title insurance on forms of and issued by the Title Companies, or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require;
(C) as-built surveys of recent date of each of the Facilities to be covered by the Mortgages, showing such matters as may be required by the Administrative Agent, which surveys shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurateUniform Commercial Code financing statements covering fixtures, in form acceptable to the Administrative Agent each case appropriately completed and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated aboveduly executed; and
(Fiv) such other certificates, documents and information as are may be reasonably requested by the Administrative Agent or title companies to record the Lenders, including, without limitation, engineering instruments of Modification and structural reports, permanent certificates of occupancy Confirmation and evidence of zoning compliance, each in form and substance reasonably satisfactory to issue the Administrative Agentmodification/date-down endorsements. In addition, the Borrower respective Mortgagors shall have paid to the Title Companies (i) title companies all expenses and premiums of the Title Companies such title companies in connection with the issuance of the down-date continuation reports and modification date-down endorsements and the recording of the instruments of Modification and Confirmation and in addition shall have paid to such policies and (ii) title companies an amount equal to the recording, mortgage, intangibles, transfer recording and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages respective instruments of Modification and the Fixture Filings Confirmation in the appropriate county land office(s).offices. CREDIT AGREEMENT
Appears in 1 contract
Samples: Credit Agreement (Polymer Group Inc)
Mortgages and Title Insurance. The To the extent requested by the Administrative Agent, except as covered by Section 9.18 hereof and unless previously delivered on the Tender Offer Closing Date, the following documents, documents each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, that the Borrower shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:
(Ai) Mortgages (or, if applicable, amendments to covering the Mortgages securing the obligations real Properties of the Borrower Parent, CALI, CasTech and the Guarantors under the Existing Credit Agreement) Xxxxxx identified in form Schedules XV and substance satisfactory to the Administrative AgentXVI hereto, in each case duly executed and delivered by the Borrower Parent, CALI, CasTech or such Restricted SubsidiaryBarmet, as the case may be, in recordable form (in such number of copies as the Administrative Agent shall have reasonably requested) and, to the extent necessary with respect to any leasehold property to be subject to a Mortgage, use commercially reasonable efforts by Borrower to obtain consents of the respective landlords with respect to such property and, to the extent necessary under applicable law, for filing in the appropriate county land office(s), Fixture Filings;
(Bii) one or more mortgagee policies of title insurance on forms of and issued by the one or more Title Companies, or modification and date down endorsements to the existing policies of title insurance Companies insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory Agent and, to the Administrative Agent extent necessary under applicable law, for filing in its sole discretion the appropriate county land offices, Uniform Commercial Code financing statements covering fixtures, in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) each case appropriately completed and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably requireduly executed;
(Ciii) as-built surveys surveys, re-dated of recent date or updated by physical inspection (including aerial inspection) of recent date of each of the Facilities facilities to be covered by the such Mortgages, showing such matters as may be required by the Administrative Agent, which surveys shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title CREDIT AGREEMENT Companies, and shall have been prepared by a registered surveyor reasonably acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated aboveAgent; and
(Fiv) such other certificates, documents copies of permanent and information as are reasonably requested by the Administrative Agent or the Lenders, including, without limitation, engineering and structural reports, permanent unconditional certificates of occupancy and for each fee owned real Property covered by a Mortgage (or, if it is not the practice to issue certificates of occupancy in the jurisdiction in which the facilities to be covered by such Mortgages are located, then such other evidence of zoning compliance, each in form and substance reasonably satisfactory to the Administrative Agent) permitting the fully functioning operation and occupancy of each such facility and of such other permits necessary for the use and operation of each such facility issued by the respective governmental authorities having jurisdiction over each such facility. In addition, the Borrower Parent shall have paid to the Title Companies (i) all expenses and premiums of the Title Companies in connection with the issuance of such policies and (ii) in addition shall have paid to the Title Companies an amount equal to the recording, mortgage, intangibles, transfer recording and stamp taxes payable in connection with recording the Mortgages, any amendments to the such Mortgages and the Fixture Filings in the appropriate county land office(s)offices.
Appears in 1 contract
Mortgages and Title Insurance. The following documents, each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, provided that the Borrower GEO shall not be required to deliver the following documents for any property that (x) is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:, or (y) is, immediately prior to the Second Restatement Effective Date, subject to a Mortgage under (and as defined in) the Existing Credit Agreement, provided GEO delivers to the Administrative Agent opinions of local counsel together with such other certificates, documents and information (including current title and lien searches) as the Administrative Agent may require to confirm the continuing validity and priority of such Mortgage as security for the Obligations (in each case to the Administrative Agent’s satisfaction (as to form and substance) in its sole and absolute discretion):
(A) Mortgages (or, if applicable, amendments to the Mortgages securing the obligations of the Borrower Borrowers and the Guarantors under the Existing Credit Agreement) in form and substance satisfactory to the Administrative Agent, duly executed and delivered by the such Borrower or such Restricted Subsidiary, as the case may be, in recordable form (in such number of copies as the Administrative Agent shall have requested) and, to the extent necessary with respect to any leasehold property to be subject to a Mortgage, use commercially reasonable efforts by Borrower GEO to obtain consents of the respective landlords with respect to such property and, to the extent necessary under applicable law, for filing in the appropriate county land office(s), Fixture Filings;
(B) one or more mortgagee policies of title insurance on forms of and issued by the Title Companies, or (unless waived by the Administrative Agent in accordance with the first proviso to Section 5.11(c)) modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require;
(C) as-built surveys of recent date of each of the Facilities to be covered by the Mortgages, showing such matters as may be required by the Administrative Agent, which surveys shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated above; and
(FE) such other certificates, documents and information as are reasonably requested by the Administrative Agent or the Lenders, including, without limitation, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance reasonably satisfactory to the Administrative Agent. In addition, the Borrower GEO shall have paid to the Title Companies (i) all expenses and premiums of the Title Companies in connection with the issuance of such policies and (ii) an amount equal to the recording, mortgage, intangibles, transfer and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings in the appropriate county land office(s).
Appears in 1 contract
Samples: Credit Agreement (Geo Group Inc)
Mortgages and Title Insurance. The following documents, each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, that the Borrower GEO shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:
(A) Mortgages (or, if applicable, amendments to the Mortgages securing the obligations of the Borrower Borrowers and the Guarantors under the Existing Credit Agreement) in form and substance satisfactory to the Administrative Agent, duly executed and delivered by the such Borrower or such Restricted Subsidiary, as the case may be, in recordable form (in such number of copies as the Administrative Agent shall have requested) and, to the extent necessary with respect to any leasehold property to be subject to a Mortgage, use commercially reasonable efforts by Borrower GEO to obtain consents of the respective landlords with respect to such property and, to the extent necessary under applicable law, for filing in the appropriate county land office(s), Fixture Filings;
(B) one or more mortgagee policies of title insurance on forms of and issued by the Title Companies, or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require;
(C) as-built surveys of recent date of each of the Facilities to be covered by the Mortgages, showing such matters as may be required by the Administrative Agent, which surveys shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated above; and
(FE) such other certificates, documents and information as are reasonably requested by the Administrative Agent or the Lenders, including, without limitation, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance reasonably satisfactory to the Administrative Agent. In addition, the Borrower GEO shall have paid to the Title Companies (i) all expenses and premiums of the Title Companies in connection with the issuance of such policies and (ii) an amount equal to the recording, mortgage, intangibles, transfer and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings in the appropriate county land office(s).
Appears in 1 contract
Samples: Credit Agreement (Geo Group Inc)
Mortgages and Title Insurance. The following documents, each ----------------------------- of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, that the Borrower shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result Agent (in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate each case to the benefit obtained thereby:extent not already effected):
(Ai) Mortgages (orwith respect to each Mortgage, if applicable, amendments an instrument of Modification and Confirmation pursuant to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) which such Mortgage shall have been amended in form and substance satisfactory to the Administrative AgentAgent (and in the case of the Mortgage relating to the Company's headquarters site in Windsor, Connecticut, in the form of Exhibit B-2 hereto) to spread the Lien thereof to secure the obligations under this Agreement, in each case duly executed executed, acknowledged and delivered by the Borrower or such Restricted Subsidiary, as the case may be, in recordable form (in such number of copies as the Administrative Agent shall have requested) andby the respective parties thereto, together with, in the case of any Mortgage covering a leasehold interest, a consent of the respective landlord thereunder (to the extent necessary with respect to any leasehold property to be subject to a Mortgage, use commercially reasonable efforts by Borrower to obtain consents of required under the respective landlords with respect lease); and
(ii) mortgagee down-date continuation reports for, and modification/date-down endorsements to, the title policy issued pursuant to the Existing Credit Agreement relating to the Company's headquarters site in Windsor, Connecticut, subject only to such property and, exceptions as shall be satisfactory to the extent necessary under applicable law, Majority Lenders;
(iii) for filing in the appropriate county land office(s)offices, Fixture Filings;
(B) one or more mortgagee policies of title insurance on forms of and issued by the Title Companies, or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require;
(C) as-built surveys of recent date of each of the Facilities to be covered by the Mortgages, showing such matters as may be required by the Administrative Agent, which surveys shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurateUniform Commercial Code financing statements covering fixtures, in form acceptable to the Administrative Agent each case appropriately completed and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated aboveduly executed; and
(Fiv) such other certificates, documents and information as are may be reasonably requested by the Administrative Agent or title companies to record the Lenders, including, without limitation, engineering instruments of Modification and structural reports, permanent certificates of occupancy Confirmation and evidence of zoning compliance, each in form and substance reasonably satisfactory to issue the Administrative Agentmodification/date-down endorsements. In addition, the Borrower Company shall have paid to the Title Companies (i) all expenses and premiums of the Title Companies in connection with the issuance of such policies and (ii) shall have paid to the Title Companies an amount equal to the recording, mortgage, intangibles, transfer recording and stamp taxes Credit Agreement ---------------- payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings in the appropriate county land office(s).
Appears in 1 contract
Samples: Credit Agreement (Advo Inc)
Mortgages and Title Insurance. The following documents, each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, that the Borrower shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:
(Ai) one or more Mortgages (orcovering the Principal Facilities, if applicable, amendments to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) in form and substance satisfactory to the Administrative Agent, each case duly executed and delivered by the Borrower or such Restricted Subsidiary, as the case may be, in recordable form (in such number of copies as the Administrative Agent shall have reasonably requested);
(ii) and, one or more mortgagee policies of title insurance on forms of and issued by one or more title companies reasonably satisfactory to the extent necessary with respect to any leasehold property to be subject to a MortgageAdministrative Agent (the "Title Companies"), use commercially reasonable efforts by Borrower to obtain consents insuring the validity and priority of the respective landlords with respect Liens created under the Mortgages covering the Principal Facilities for and in amounts equal to at least one hundred fifteen percent (115%) of the appraised value of each of the Principal Facilities, subject only to such property exceptions as are reasonably satisfactory to the Administrative Agent and, to the extent necessary under applicable law, for filing in the appropriate county land office(s)offices, Fixture FilingsUniform Commercial Code financing statements covering fixtures, in each case appropriately completed and duly executed;
(B) one or more mortgagee policies of title insurance on forms of and issued by the Title Companies, or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require;
(Ciii) as-built surveys of recent date of each of the Principal Facilities, other than those Principal Facilities to be covered by the Mortgageslocated at 0000 Xxx Xxxxxx, Xxxxxxx-Xxxxx, XX and 0000 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx-Xxxxx, XX, showing such matters as may be required by the Administrative Agent, which surveys shall be in form and content reasonably acceptable to the Administrative Agent, and shall be certified to the Administrative Agent, the Collateral Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated aboveAgent; and
(Fiv) such other certificates, documents certified copies of permanent and information as are reasonably requested by the Administrative Agent or the Lenders, including, without limitation, engineering and structural reports, permanent unconditional certificates of occupancy (other than for the Principal Facility located at 0000 Xxx Xxxxxx, Xxxxxxx-Xxxxx, NC) permitting the fully functioning operation and evidence occupancy of zoning compliance, each in form such Principal Facility and substance reasonably satisfactory to of such other permits necessary for the Administrative Agentuse and operation of such Principal Facility issued by the respective governmental authorities having jurisdiction over such Principal Facility. In addition, the Borrower shall have paid to the Title Companies (i) all expenses and premiums of the Title Companies in connection with the issuance of such policies and (ii) in addition shall have paid to the Title Companies an amount equal to the recording, mortgage, intangibles, transfer recording and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings Uniform Commercial Code fixture filings, if applicable, in the appropriate county land office(s)offices.
Appears in 1 contract
Mortgages and Title Insurance. The following documents, each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, provided that the Borrower GEO shall not be required to deliver the following documents for any property that is not a Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion(acting at the direction of the Required Lenders), would be materially disproportionate to the benefit obtained thereby:
(A) For all Material Real Property, Mortgages (or, if applicable, amendments to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) in form and substance reasonably satisfactory to the Administrative Agent, duly executed (and, where appropriate in the applicable jurisdiction, acknowledged) and delivered by the such Borrower or such Restricted SubsidiaryGuarantor, as the case may be, in recordable form (in such number of copies as the Administrative Agent shall have requested) and, to the extent necessary with respect to any leasehold property to be subject to a Mortgage, use commercially reasonable efforts by Borrower GEO to obtain consents of the respective landlords with respect to such property and, to the extent necessary under applicable law, for filing in the appropriate county land office(s), Fixture Filings; provided, however, that no Mortgage may be deemed delivered or filed or recorded on any particular property until each Lender that so requests has received a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such property and, if applicable, customary evidence of any flood insurance required for such property satisfactory to the Administrative Agent and the Lenders;
(B) one or more ALTA mortgagee policies of title insurance on forms of and issued by the Title Companies, or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative AgentAgent and to the terms of the Intercreditor Agreements; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion (acting at the direction of the Required Lenders) in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent or any Lender may reasonably require;
(C) ALTA, or if not customary in such jurisdiction, as-built surveys of recent date of each of the Facilities to be covered by the Mortgages, showing such matters as may be required by the Administrative Agent, which surveys shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated above; and
(FE) such other certificates, documents and information as are reasonably requested by the Administrative Agent or the Lenders, including, without limitation, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance reasonably satisfactory to the Administrative Agent. In addition, the Borrower GEO shall have paid to the Title Companies (i) all expenses and premiums of the Title Companies in connection with the issuance of such policies and (ii) an amount equal to the recording, mortgage, intangibles, transfer and stamp taxes payable in connection with recording the MortgagesMortgages (including any amounts necessary to secure the full amount of any potential Incremental Term Loans), any amendments to the Mortgages and the Fixture Filings in the appropriate county land office(s).
Appears in 1 contract
Samples: Credit Agreement (Geo Group Inc)
Mortgages and Title Insurance. The following documents, each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, that the Borrower shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:
(Ai) Mortgages (orwith respect to each Mortgage, if applicable, amendments an instrument of Modification and Confirmation pursuant to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) which such Mortgage shall have been amended in form and substance satisfactory to the Administrative AgentAgent (and in the case of the Mortgage relating to the Company's headquarters site in Windsor, Connecticut, in the form of Exhibit B hereto) to spread the Lien thereof to secure the obligations under this Agreement, in each case duly executed executed, acknowledged and delivered by the Borrower or such Restricted Subsidiary, as the case may be, in recordable form (in such number of copies as the Administrative Agent shall have requested) andby the respective parties thereto, together with, in the case of any Mortgage covering a leasehold interest, a consent of the respective landlord thereunder (to the extent necessary with respect to any leasehold property to be subject to a Mortgage, use commercially reasonable efforts by Borrower to obtain consents of required under the respective landlords with respect lease); and
(ii) mortgagee down-date continuation reports for, and modification/date-down endorsements to, existing title policies issued pursuant to the Existing Credit Agreement Credit Agreement, subject only to such property and, exceptions as shall be satisfactory to the extent necessary under applicable law, Majority Lenders;
(iii) for filing in the appropriate county land office(s)offices, Fixture Filings;
(B) one or more mortgagee policies of title insurance on forms of and issued by the Title Companies, or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require;
(C) as-built surveys of recent date of each of the Facilities to be covered by the Mortgages, showing such matters as may be required by the Administrative Agent, which surveys shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurateUniform Commercial Code financing statements covering fixtures, in form acceptable to the Administrative Agent each case appropriately completed and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated aboveduly executed; and
(Fiv) such other certificates, documents and information as are may be reasonably requested by the Administrative Agent or title companies to record the Lenders, including, without limitation, engineering instruments of Modification and structural reports, permanent certificates of occupancy Confirmation and evidence of zoning compliance, each in form and substance reasonably satisfactory to issue the Administrative Agentmodification/date-down endorsements. In addition, the Borrower Company shall have paid to the Title Companies (i) all expenses and premiums of the Title Companies in connection with the issuance of such policies and (ii) shall have paid to the Title Companies an amount equal to the recording, mortgage, intangibles, transfer recording and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings in the appropriate county land office(s).
Appears in 1 contract
Samples: Credit Agreement (Advo Inc)
Mortgages and Title Insurance. The following documents, each of which shall be duly executed (and, where appropriate, acknowledged) and delivered by Persons satisfactory to the Administrative Agent; providedprovided that to the extent that any such documents are not delivered on the Effective Date after the Borrower’s use of commercially reasonable efforts to do so, that the Borrower such delivery of such documents shall be deemed to be Post-Closing Actions and shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained therebyconstitute conditions precedent under this Section 5.01:
(Ai) one or more Mortgages (or, if applicable, amendments to covering the Mortgages securing the obligations facilities of the Borrower and the Guarantors under the Existing Credit Agreement) Obligors set forth in form and substance satisfactory to the Administrative AgentSchedule VII, in each case duly executed and delivered by the Borrower or such Restricted Subsidiary, as the case may be, applicable Obligor in recordable form (in such number of copies as the Administrative Agent shall have requested) and, to the extent necessary with respect to any leasehold property to be subject to a Mortgage, use commercially reasonable efforts by Borrower to obtain consents of under the respective landlords with respect to such property and, to the extent necessary under applicable law, for filing in the appropriate county land office(s), Uniform Commercial Code financing statements covering fixtures (“Fixture Filings”), in each case appropriately completed (provided that the delivery of any such Mortgage covering a leasehold property shall not be a condition to the Effective Date if it would constitute a breach of the lease, sublease or other occupancy agreement applicable to such property to grant such Mortgage without the consent of the relevant landlord(s) and the Borrower is not able to obtain such consent after using its best efforts to cause such landlord(s) to deliver such consent); and, to the extent necessary with respect to any leasehold property to be subjected to a Mortgage, consents of the respective landlords with respect to such property (provided that the Borrower shall not be required to deliver any such landlord consent if the Borrower is not able to obtain such consent after using its best efforts to cause the relevant landlord(s) to deliver such consent);
(Bii) one or more mortgagee policies of title insurance on forms of and issued by a title company satisfactory to the Administrative Agent (the “Title CompaniesCompany”), in ALTA, extended coverage, Lender’s Fee Policy Form 1970 (revised 10/17/84) or such other form approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed), or modification a binding marked commitment to issue such policy or policies, or endorsements, as the case may be, insuring the Administrative Agent for the benefit of the Administrative Agent and date down endorsements to the existing policies Lenders, in an amount not less than 110% of title insurance the fair market value of such property, insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amendedthe Mortgage(s) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are reasonably satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage), (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require; and each such title policy shall be accompanied by such reinsurance agreements between the Title Company and such other title companies that shall have been approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed), in ALTA Facultative Reinsurance Agreement 9/24/94 form;
(Ciii) as-built surveys of recent date of each of the Facilities facilities to be covered by the MortgagesMortgage(s), showing such matters as may be reasonably required by the Administrative AgentAgent and the Title Company, which surveys shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title CompaniesCompany, and shall have been prepared by a registered surveyor reasonably acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exceptionAgent;
(Div) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) certified copies of permanent and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated above; and
(F) such other certificates, documents and information as are reasonably requested by the Administrative Agent or the Lenders, including, without limitation, engineering and structural reports, permanent unconditional certificates of occupancy and (or, if it is not the practice to issue certificates of occupancy in a jurisdiction in which the facilities to be covered by the Mortgage(s) are located, then such other evidence of zoning compliance, each in form and substance reasonably satisfactory to the Administrative Agent. In addition, ) permitting the fully functioning operation and occupancy of each such facility and of such other permits necessary for the use and operation of each such facility issued by the respective governmental authorities having jurisdiction over each such facility (provided that delivery of such certificates shall not be a condition to the Effective Date if the Borrower shall have paid is not able, after using commercially reasonable efforts, to obtain copies or other evidence of such certificates); and
(v) evidence of payment to the Title Companies (i) Company of all expenses and premiums of the Title Companies Company in connection with the issuance of such title policies and (ii) endorsements and payment to the Title Company of an amount equal to the any fees or taxes, including, without limitation, any recording, mortgage, intangibles, transfer and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings Filings, if applicable, in the appropriate county or state land office(s).
Appears in 1 contract
Mortgages and Title Insurance. The following documents, each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; providedprovided that to the extent that any such documents are not delivered on the Effective Date, that the Borrower delivery of such documents shall be deemed to be post-closing actions (“Post-Closing Actions”) and shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained therebyconstitute conditions precedent under this Section 5.01:
(Ai) one or more Mortgages covering the Real Property set forth on Schedule VIII (orother than Excluded Real Property and Property Designated For Sale), if applicable, amendments to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) in form and substance satisfactory to the Administrative Agent, each case duly executed and delivered by the Borrower or such Restricted Subsidiary, as the case may be, in recordable form (in such number of copies as the Administrative Agent shall have reasonably requested);
(ii) and, favorable written legal opinions from local counsel in the respective states in which the properties covered by the Mortgage(s) are located reasonably satisfactory in form and substance to the extent necessary with respect Administrative Agent;
(iii) one or more mortgagee policies of title insurance on forms of and issued by one or more title companies reasonably satisfactory to any leasehold property to be subject to a Mortgagethe Administrative Agent (the “Title Companies”), use commercially reasonable efforts by Borrower to obtain consents insuring the validity and priority of the respective landlords with respect Liens created under the Mortgages covering the Real Property set forth on Schedule VIII (other than Excluded Real Property and Property Designated For Sale) for and in amounts equal to at least one hundred fifteen percent (115%) of the appraised value of each of the Real Property set forth on Schedule VIII (other than Excluded Real Property and Property Designated For Sale), subject only to such property exceptions as are reasonably satisfactory to the Administrative Agent and, to the extent necessary under applicable law, for filing in the appropriate county land office(s)offices, Fixture FilingsUniform Commercial Code financing statements covering fixtures, in each case appropriately completed and duly executed;
(B) one or more mortgagee policies of title insurance on forms of and issued by the Title Companies, or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require;
(Civ) as-built surveys of recent date of each of the Principal Facilities, other than those Principal Facilities to be covered by the Mortgageslocated at 0000 Xxx Xxxxxx, Xxxxxxx-Xxxxx, XX and 0000 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxx-Xxxxx, XX, showing such matters as may be required by the Administrative Agent, which surveys shall be in form and content reasonably acceptable to the Administrative Agent, and shall be certified to the Administrative Agent, the Collateral Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, (it being understood that such surveys delivered in connection with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form Existing Credit Agreements are acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated aboveAgent); and
(Fv) such other certificates, documents certified copies of permanent and information as are reasonably requested by the Administrative Agent or the Lenders, including, without limitation, engineering and structural reports, permanent unconditional certificates of occupancy for the Real Property set forth on Schedule VIII (other than Excluded Real Property and Property Designated For Sale) (or if it is not the practice to issue certificates of occupancy in the jurisdiction in which such respective Real Property is located, then such other evidence of zoning compliance, each in form and substance reasonably satisfactory to the Administrative AgentAgent that the fully functioning operation and occupancy of such Real Property is permitted) (other than for the Principal Facility located at 0000 Xxx Xxxxxx, Xxxxxxx-Xxxxx, NC) permitting the fully functioning operation and occupancy of such Real Property and of such other permits necessary for the use and operation of such Real Property issued by the respective governmental authorities having jurisdiction over such Real Property. In addition, the Borrower shall have paid to the Title Companies (i) all expenses and premiums of the Title Companies in connection with the issuance of such policies and (ii) in addition shall have paid to the Title Companies an amount equal to the recording, mortgage, intangibles, transfer recording and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings Uniform Commercial Code fixture filings, if applicable, in the appropriate county land office(s)offices.
Appears in 1 contract
Mortgages and Title Insurance. The following documents, each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, provided that the Borrower GEO shall not be required to deliver the following documents for any property that is not a Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:
(A) For all Material Real Property, Mortgages (or, if applicable, amendments to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) in form and substance reasonably satisfactory to the Administrative Agent, duly executed (and, where appropriate in the applicable jurisdiction, acknowledged) and delivered by the such Borrower or such Restricted SubsidiaryGuarantor, as the case may be, in recordable form (in such number of copies as the Administrative Agent shall have requested) and, to the extent necessary with respect to any leasehold property to be subject to a Mortgage, use commercially reasonable efforts by Borrower GEO to obtain consents of the respective landlords with respect to such property and, to the extent necessary under applicable law, for filing in the appropriate county land office(s), Fixture Filings; provided, however, provided however, that no Mortgage may be filed or recorded on any particular property until each Lender has received a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such property and, if applicable, customary evidence of any flood insurance required for such property satisfactory to the Administrative Agent and the Lenders;
(B) one or more ALTA mortgagee policies of title insurance on forms of and issued by the Title Companies, or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative AgentAgent and to the terms of the Intercreditor Agreements; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require;
(C) ALTA, or if not customary in such jurisdiction, as-built surveys of recent date of each of the Facilities to be covered by the Mortgages, showing such matters as may be required by the Administrative Agent, which surveys shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Agent and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated above; and
(FE) such other certificates, documents and information as are reasonably requested by the Administrative Agent or the Lenders, including, without limitation, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance reasonably satisfactory to the Administrative Agent. In addition, the Borrower GEO shall have paid to the Title Companies (i) all expenses and premiums of the Title Companies in connection with the issuance of such policies and (ii) an amount equal to the recording, mortgage, intangibles, transfer and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings in the appropriate county land office(s).
Appears in 1 contract
Samples: Credit Agreement (Geo Group Inc)
Mortgages and Title Insurance. The following documents, each of which shall be executed (and, where appropriate, acknowledged) by Persons in form and substance reasonably satisfactory to the Administrative Collateral Agent (provided that such documents shall be deemed satisfactory if such documents are substantially similar to the comparable document provided under the Credit Agreement which are otherwise satisfactory to the Credit Agreement Collateral Agent, subject to factual changes necessary to reflect the Notes); provided, provided that the Borrower Company shall not be required to deliver the following documents for any property that is not a Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Collateral Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:thereby (provided that such costs shall be deemed materially disproportionate if such costs are deemed materially disproportionate by the Credit Agreement Collateral Agent and not required to be delivered under the Credit Agreement):
(A) For all Material Real Property, Mortgages (or, if applicable, amendments to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing Credit Agreement) in form and substance reasonably satisfactory to the Administrative Collateral Agent (provided that such Mortgages shall be deemed satisfactory if such Mortgages are substantially similar to the comparable Mortgage provided under the Credit Agreement which are otherwise satisfactory to the Credit Agreement Collateral Agent, subject to factual changes necessary to reflect the Notes), duly executed (and, where appropriate in the applicable jurisdiction, acknowledged) and delivered by the Borrower Company or such Restricted SubsidiaryGuarantor, as the case may be, in recordable form (in such number of copies as the Administrative Collateral Agent shall have requested) and, to the extent necessary with respect to any leasehold property to be subject to a Mortgage, use commercially reasonable efforts by Borrower the Company to obtain consents of the respective landlords with respect to such property (provided that such consents shall be deemed satisfactory if deemed satisfactory to the Credit Agreement Collateral Agent under the Credit Agreement) and, to the extent necessary under applicable law, for filing in the appropriate county land office(s), UCC financing statements covering fixtures, in each case appropriately completed (the “Fixture Filings”);
(B) one One or more ALTA mortgagee policies of title insurance on forms of and issued by one or more title companies satisfactory to the Collateral Agent (the “Title Companies, or modification and date down endorsements ”) (provided that such Title Companies shall be deemed satisfactory if such Title Companies are otherwise satisfactory to the existing policies of title insurance Credit Agreement Collateral Agent under the Credit Agreement), insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative AgentCollateral Agent (provided that such amounts shall be deemed satisfactory if such amounts are otherwise satisfactory to the Credit Agreement Collateral Agent under the Credit Agreement), subject only to such exceptions as are satisfactory to the Administrative AgentCollateral Agent (provided that such exceptions shall be deemed satisfactory if such exceptions are otherwise satisfactory to the Credit Agreement Collateral Agent under the Credit Agreement) and to the terms of the First Lien Intercreditor Agreement; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Collateral Agent in its sole discretion in lieu of such coveragecoverage (provided that such other surety bonds or other additional collateral shall be deemed satisfactory if such other surety bonds or other additional collateral are otherwise satisfactory to the Credit Agreement Collateral Agent under the Credit Agreement), (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Collateral Agent (such approval not to be unreasonably withheld or delayeddelayed (provided that any survey exceptions shall be deemed approved if such survey exceptions are otherwise approved by the Credit Agreement Collateral Agent under the Credit Agreement)) and (C) such affirmative insurance and endorsements as the Administrative Collateral Agent may reasonably requirerequire (provided that Company shall not be required to provide any affirmative insurance and endorsements not otherwise required by the Credit Agreement Collateral Agent under the Credit Agreement subject to changes or additions necessary to reflect, and/or provide substantially similar coverages relative to, the Notes);
(C) ALTA, or if not customary in such jurisdiction, as-built surveys of recent date of each of the Facilities to be covered by the Mortgages, showing such matters as may be required by the Administrative Collateral Agent (provided that such matters as required by the Credit Agreement Collateral Agent under the Credit Agreement shall be deemed the only requirements of the Collateral Agent), which surveys shall be in form and content acceptable to the Administrative Agent, Collateral Agent (provided that such surveys shall be deemed acceptable if such surveys are otherwise acceptable to the Credit Agreement Collateral Agent under the Credit Agreement) and certified to the Administrative Collateral Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Collateral Agent (provided that such surveyor shall be deemed acceptable if such surveyor is otherwise satisfactory to the Credit Agreement Collateral Agent under the Credit Agreement) or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate, in form acceptable to the Administrative Collateral Agent (provided that such affidavit shall be deemed acceptable if such affidavit is otherwise satisfactory to the Credit Agreement Collateral Agent under the Credit Agreement) and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated above; and
(FE) such other certificates, documents and information as are reasonably requested by the Administrative Agent or the LendersCollateral Agent, including, without limitation, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance reasonably satisfactory to the Administrative Agent. In additionCollateral Agent (provided that such other certificates, documents and information (including the Borrower form of any landlord agreements and consents) shall have paid be deemed satisfactory if such other certificates, documents and information (including any landlord agreements and consents) are otherwise satisfactory to the Title Companies (i) all expenses and premiums of Credit Agreement Collateral Agent under the Title Companies in connection with the issuance of such policies and (ii) an amount equal to the recording, mortgage, intangibles, transfer and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages and the Fixture Filings in the appropriate county land office(sCredit Agreement).
Appears in 1 contract
Samples: Indenture (Geo Group Inc)
Mortgages and Title Insurance. The following documents, documents each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent; provided, that the Borrower shall not be required to deliver the following documents for any property that is not Material Real Property if doing so would result in costs (administrative or otherwise) that, in the determination of the Administrative Agent in its sole and absolute discretion, would be materially disproportionate to the benefit obtained thereby:
(Ai) Mortgages (orwith respect to each Mortgage, if applicable, amendments an instrument of Modification and Confirmation pursuant to the Mortgages securing the obligations of the Borrower and the Guarantors under the Existing which such Mortgage shall have been amended in Credit Agreement) in Agreement ---------------- form and substance satisfactory to the Administrative AgentAgent to spread the Lien thereof to secure the obligations under this Agreement, in each case duly executed executed, acknowledged and delivered by the Borrower or such Restricted Subsidiary, as the case may berespective parties thereto, in recordable form (in such number of copies as the Administrative Agent shall have requested);
(ii) andmortgagee down-date continuation reports for, and modification/date-down endorsements to, existing title policies issued pursuant to the extent necessary with respect to Existing Credit Agreement (or any leasehold property to be predecessor Credit Agreement), subject to a Mortgage, use commercially reasonable efforts by Borrower to obtain consents of the respective landlords with respect only to such property and, exceptions as shall be satisfactory to the extent necessary under applicable law, Majority Lenders;
(iii) for filing in the appropriate county land office(s)offices, Fixture Filings;
(B) one or more mortgagee policies of title insurance on forms of and issued by the Title Companies, or modification and date down endorsements to the existing policies of title insurance insuring the validity and first lien priority of the Liens created under such Mortgages (as they may be amended) for and in amounts satisfactory to the Administrative Agent, subject only to such exceptions as are satisfactory to the Administrative Agent; each such title policy shall contain: (A) full coverage against mechanics’ liens (filed and inchoate) or such surety bonds or other additional collateral as may be satisfactory to the Administrative Agent in its sole discretion in lieu of such coverage, (B) a reference to the relevant survey with no survey exceptions except those theretofore approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (C) such affirmative insurance and endorsements as the Administrative Agent may reasonably require;
(C) as-built surveys of recent date of each of the Facilities to be covered by the Mortgages, showing such matters as may be required by the Administrative Agent, which surveys shall be in form and content acceptable to the Administrative Agent, and certified to the Administrative Agent and to each Lender and the Title Companies, and shall have been prepared by a registered surveyor acceptable to the Administrative Agent or, with respect to existing surveys, an affidavit (a “Survey Affidavit”) of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurateUniform Commercial Code financing statements covering fixtures, in form acceptable to the Administrative Agent each case appropriately completed and the applicable Title Company in order to remove the standard survey exception;
(D) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each property covered by a Mortgage;
(E) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Companies to issue the title policies and endorsements contemplated aboveduly executed; and
(Fiv) such other certificates, documents and information as are may be reasonably requested by the Administrative Agent or title companies to record the Lenders, including, without limitation, engineering instruments of Modification and structural reports, permanent certificates of occupancy Confirmation and evidence of zoning compliance, each in form and substance reasonably satisfactory to issue the Administrative Agentmodification/date-down endorsements. In addition, the Borrower respective Mortgagors shall have paid to the Title Companies (i) title companies all expenses and premiums of the Title Companies such title companies in connection with the issuance of the down-date continuation reports and modification date-down endorsements and the recording of the instruments of Modification and Confirmation and in addition shall have paid to such policies and (ii) title companies an amount equal to the recording, mortgage, intangibles, transfer recording and stamp taxes payable in connection with recording the Mortgages, any amendments to the Mortgages respective instruments of Modification and the Fixture Filings Confirmation in the appropriate county land office(s)offices.
Appears in 1 contract
Samples: Credit Agreement (Fabrene Group Inc)
