Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. (B) [intentionally omitted.] (C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB. (E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 4 contracts
Samples: Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc)
Mortgages, etc. The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to Material Real Property the subject of a notice delivered pursuant to Section 6.11(2)(a), within ninety (A90) The days of the formation, acquisition or designation of such Material Real Property (or such longer period as the Administrative Agent may agree in its sole discretion), together with:
(i) evidence that counterparts of such Mortgage have been duly executed, acknowledged and delivered and are in a form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or are otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(ii) fully paid Mortgage Policies or signed commitments in respect thereof together with such affidavits, certificates, and instruments of indemnification (including a so-called “gap” indemnification) as shall have received be required to induce the title insurance company to issue the Mortgage Policies and endorsements contemplated above and evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage;
(iii) customary opinions of local counsel for such Loan Party in the state in which such Material Real Property is located, with respect to the enforceability and perfection of the Mortgage and any related fixture filings and, where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, an opinion regarding the due authorization, execution and delivery of such Mortgage, and in each case, such other matters as may be in form and substance reasonably satisfactory to the Administrative Agent;
(iv) an ALTA survey or existing survey together with a Mortgage Amendment no change affidavit of such Mortgaged Property, sufficient for the title insurance company to each existing Mortgage remove the standard survey exception and issue related endorsements and otherwise reasonably satisfactory to the Administrative Agent (if reasonably requested by the Administrative Agent); and
(v) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property, executed and delivered if any Mortgaged Property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be located in special flood hazard area, a duly authorized officer executed notice about special flood hazard area status and flood disaster assistance and evidence of each party theretosuch flood insurance.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 4 contracts
Samples: Credit Agreement (Impax Laboratories Inc), Credit Agreement (Impax Laboratories Inc), Credit Agreement (Press Ganey Holdings, Inc.)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. In any jurisdiction which requires the payment of mortgage recording tax, the maximum amount secured by any Mortgage shall be subject to the reasonable approval of the Administrative Agent, not to exceed the value of the property (together with improvements).
(Bii) [intentionally omittedIf requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company selected by the mortgagor, and reasonably acceptable to the Administrative Agent issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, either aerial surveys, so-called “Express Maps” or maps or plats of an as-built survey, in each case which may show the general outlines or contours of material buildings and improvements without the necessity for specific heights, dimensions or additional building details of such buildings and improvements and are sufficient for the Title Insurance Company to remove the survey exception from the respective policy, of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor or equivalent licensed professional authorized to perform such work under local law reasonably satisfactory to the Administrative Agent and the Title Insurance Company (except in the case of Express Maps, which shall be performed in accordance with customary industry practice but shall not be certified); provided however that any such surveys may be delivered within 45 days of the Closing Date.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or a marked up unconditional binder for such insurance. Each such endorsement shall (1) be , with a maximum amount of liability not in an amount excess of the Revolving Commitments and reasonably allocated among the Mortgaged Properties, subject to all Liens permitted by Section 7.3 and otherwise in each case in form and substance reasonably satisfactory to the Administrative Agent; , subject to the provisions of subsection (2ii) be issued at ordinary rates; above and the further provisions hereof (3) insure that individually, a “Policy”, and collectively, the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies“Policies”); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policyPolicy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. Notwithstanding the foregoing, (A) with respect to all such policies, in any case where a zoning endorsement would otherwise be requested by the Administrative Agent and the cost of same is a percentage of the base title premium or otherwise more than a nominal amount, the Administrative Agent will reasonably consider Borrower’s reasonable requests that Administrative Agent accept a zoning report from a nationally recognized provider and/or a zoning opinion as may be reasonably requested by the Administrative Agent, and (B) with respect to all other endorsements which Administrative Agent may reasonably request and which are charged as a percentage of the base title premium, the Administrative Agent will reasonably consider Borrower’s reasonable requests for alternative and less expensive forms of assurance or protection or for elimination of such request entirely.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any MortgageMortgage (except that flood insurance shall be required only with respect to such portions of such real property which are improved with buildings and improvements of a substantial nature which are material to the conduct of the business presently being conducted thereon, or as to which the Administrative Agent is required by law to require such flood insurance ), (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company MLP has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above above, and a copy of all other material documents affecting the Mortgaged PropertiesProperties reasonably requested by the Administrative Agent.
Appears in 4 contracts
Samples: Credit Agreement, Credit Agreement (SunCoke Energy Partners, L.P.), Credit Agreement (SunCoke Energy Partners, L.P.)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage Borrower or the applicable Subsidiary Guarantor shall, with respect to each Mortgaged PropertyExisting Mortgage deliver to the Administrative Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself and the Secured Parties, fully executed counterparts of an amendment to each Existing Mortgage (each, a “Mortgage Amendment”) to which a Loan Party is then party duly executed and delivered acknowledged by a duly authorized officer of the applicable Loan Party, and in form for recording in the recording office where the respective Mortgage was recorded, together with such certificates or affidavits, as shall be required in connection with the recording or filing thereof under applicable law, in each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received case in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount form and substance reasonably satisfactory to the Administrative Agent; (2ii) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free executed legal opinions in form and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may substance reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory acceptable to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, (iii) a date-down and/or modification title insurance endorsement to the policy or policies of title insurance insuring the Lien of each Mortgage (the “Title Endorsements”), (iv) evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes (except to the extent that such tax is an Excluded Tax), fees, charges, costs and expenses required for the recording of the Mortgage Amendments and issuance of the Title Endorsements, (v) 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 insurer to issue the Title Endorsements and (vi) the Administrative Agent shall have received (1A) with respect to any Mortgaged Property that contains one or more buildings, a “life-of-loan standard flood hazard determination”, (B) if any of the buildings on such Mortgaged Property is located in a “special flood area” identified by the Federal Emergency Management Agency or the Federal Insurance Administration, a policy of flood insurance as required under the Flood Laws that (a1) covers any each such parcel of improved real property that is encumbered by any Mortgageand the building(s) located thereon, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable satisfactory to such real property or the maximum limit of Administrative Agent and otherwise in compliance with the coverage made available required with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2C) if such Mortgaged Property is located in a special flood hazard area, confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
Board. Notwithstanding anything to the contrary contained in this Section 5.1(k) (Eother than with respect to Section 5.1(k)(vi)), if the Loan Parties have used commercially reasonable efforts (without undue burden and expense) The to satisfy the requirements set forth in this Section 5.1(k) and such requirements are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)); provided that Section 5.1(k)(vi) shall have received a copy be satisfied as of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged PropertiesClosing Date.
Appears in 4 contracts
Samples: Abl Credit Agreement (TTM Technologies Inc), Term Loan Credit Agreement (TTM Technologies Inc), Abl Credit Agreement (TTM Technologies Inc)
Mortgages, etc. (A) The Administrative Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent shall have received with a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(b)(i) (excluding any Excluded Asset) within one-hundred and twenty days (or such longer period as the Administrative Agent may agree in its reasonable discretion) of the event that triggered the requirement to give such notice, together with for each Material Real Property:
(A) evidence that counterparts of such Mortgage have been duly executed, executed acknowledged and delivered by and are in a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received form suitable for filing or recording in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (all filing or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure recording offices that the Mortgage insured thereby creates Collateral Agent may deem reasonably necessary or desirable in order to create a valid first and subsisting perfected Lien (subject to Permitted Liens) on such Mortgaged Material Real Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Collateral Agent for the benefit of the Lenders as the insured thereunder; (5) be Secured Parties and that all filing and recording taxes and fees have been paid or are otherwise provided for in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may a manner reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it the Collateral Agent; provided that all premiums to the extent any Material Real Property to be subject to a Mortgage is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar recording fees or taxes, the relevant Mortgage shall not secure an amount in excess of the fair market value of such property subject thereto and shall not secure the Obligations in respect of each Letters of Credit or the Facility in those states that impose a mortgage tax on paydowns or re-advances applicable thereto;
(B) fully paid Mortgage Policies or signed commitments in respect thereof together with such policyaffidavits, all charges for mortgage recording taxcertificates, and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the title insurance company to issue the Mortgage Policies and endorsements contemplated above and evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage;
(C) customary opinions, addressed solely to the Collateral Agent for the benefit of the Secured Parties, of local counsel for such Loan Party in the state in which such Material Real Property is located, with respect to the enforceability of the Mortgage and any related expensesfixture filings and, if anywhere the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, have been paid.an opinion regarding the due authorization, execution and delivery of such Mortgage;
(D) If an ALTA survey (or existing survey together with a no change affidavit of such Mortgaged Property) sufficient for the title insurance company to remove the standard survey exception and issue survey related endorsements (if reasonably requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.); and
(E) The Administrative a Flood Insurance Laws Certificate, which shall be further distributed by the Collateral Agent to each Lender; provided however, that in the event any improvements on such property are located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be located in special flood hazard area, that property shall have received a copy be excluded from the definition of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above “Material Real Property” and a copy of all other material documents affecting the Mortgaged Propertiesany Mortgages thereon shall automatically be released.
Appears in 4 contracts
Samples: Credit Agreement (Allegro Microsystems, Inc.), Credit Agreement (Allegro Microsystems, Inc.), Credit Agreement (Allegro Microsystems, Inc.)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in Section 5.1(m)(iii) (the "TITLE INSURANCE COMPANY") shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omittedthe lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount satisfactory to the Administrative Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that which (a1) covers any parcel of improved real property that which is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that which is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (CSection 5.1(m)(iii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 3 contracts
Samples: Credit Agreement (Axiohm Transaction Solutions Inc), Credit Agreement (Axiohm Transaction Solutions Inc), Credit Agreement (Dardel Technologies E U R L)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If the Collateral includes mortgages on land parcels (or interests therein) either (A) the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, provided, however, that in no event shall maps or plats of an as-built survey be required to be furnished to the Administrative Agent or the title insurance company for non-resort or non-inventory Mortgaged Property having a tax assessment value of $500,000 or less or (B), the Administrative Agent shall have received in respect of each land parcel (or interests therein) [intentionally omittedthe related public offering statement covering the land parcel and any interests therein.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be , in an amount each case in form and substance, and containing coverages, satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative AgentMortgage covers any improved land parcel that is located in a Flood Area, the Administrative Agent shall have received (1A) a policy of certificate confirming flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount and on terms that are in compliance with Section 6.6(e) of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, this Agreement and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3208.25(i) of Regulation H of the FRBBoard.
(Ev) The Borrower shall have made available at its offices to the Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 3 contracts
Samples: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp), Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp), Amendment and Restatement Agreement (Marriott Vacations Worldwide Corp)
Mortgages, etc. (Ai) The Borrower or the applicable Subsidiary Guarantor shall, with respect to each Mortgaged Property, deliver to the Administrative Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself and the Secured Parties, fully executed counterparts of Mortgages, duly executed and acknowledged by the Borrower or such Subsidiary Guarantor, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording of filing thereof and evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien, with the priority required by the Intercreditor Agreement, subject to Permitted Liens, against the Mortgaged Properties purported to be covered thereby
(ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, or in lieu thereof, or existing surveys, together with any affidavits required by the Title Insurance Company as shall be sufficient to enable the Title Insurance Company to remove any standard survey exceptions from the Mortgaged Policies and issue customary survey-dependent endorsements to the applicable Mortgage Policy.
(iii) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be policies in an amount satisfactory to favor of the Administrative Agent; (2) , and its successors and/or assigns, in the form necessary, with respect to the property purported to be issued at ordinary rates; (3) covered by the applicable Mortgages, to insure that the Mortgage insured thereby creates a interests created by the Mortgages constitute valid first Lien on such Mortgaged Property Liens thereon, with the priority required by the Intercreditor Agreement, free and clear of all Liens, defects and encumbrances, except other than Permitted Liens, and such policies shall also include, to the extent available, all such endorsements as disclosed therein; (4) name the Administrative Agent for the benefit shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the Lenders as payment in full by the insured thereunder; (5) be in Borrower or the form applicable Subsidiary Guarantor of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) all premiums thereon (or equivalent policiesthat satisfactory arrangements for such payment have been made); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall also have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, taxes and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the The Administrative Agent shall have received (1A) with respect to any Mortgaged Property that contains one or more buildings, a “life-of-loan standard flood hazard determination”, (B) if any of the buildings on such Mortgaged Property is located in a special flood area, a policy of flood insurance that (a1) covers any each such parcel of improved real property that is encumbered by any Mortgageand the building(s) located thereon, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable satisfactory to such real property or the maximum limit of Administrative Agent and otherwise in compliance with the coverage made available required with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2C) if such Mortgaged Property is located in a special flood hazard area, confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
(vi) The Administrative Agent shall have received, with respect to each of the Mortgaged Properties owned on the Closing Date, such local counsel opinions and opinions of counsel in the jurisdiction of organization of the owner of the applicable Mortgaged Properties. Notwithstanding anything to the contrary contained in this Section 5.1(k), if the Loan Parties have used commercially reasonable efforts (without undue burden and expense) to satisfy the requirements set forth in this Section 5.1(k) and such requirements are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Closing Date (or such later date as the Administrative Agent or the Term Loan Representative may agree in its reasonable discretion)).
Appears in 3 contracts
Samples: Abl Credit Agreement (TTM Technologies Inc), Abl Credit Agreement (TTM Technologies Inc), Abl Credit Agreement (TTM Technologies Inc)
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(B) [intentionally Intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 3 contracts
Samples: Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc)
Mortgages, etc. (Ai) The Borrower or the applicable Subsidiary Guarantor shall, with respect to each Mortgaged Property, deliver to the Administrative Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself and the Secured Parties, fully executed counterparts of Mortgages, duly executed and acknowledged by the Borrower or such Subsidiary Guarantor, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording of filing thereof and evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien, with the priority required by the Intercreditor Agreement, subject to Permitted Liens, against the Mortgaged Properties purported to be covered thereby
(ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, or in lieu thereof, or existing surveys, together with any affidavits required by the Title Insurance Company as shall be sufficient to enable the Title Insurance Company to remove any standard survey exceptions from the Mortgaged Policies and issue customary survey-dependent endorsements to the applicable Mortgage Policy.
(iii) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be policies in an amount satisfactory to favor of the Administrative Agent; (2) , and its successors and/or assigns, in the form necessary, with respect to the property purported to be issued at ordinary rates; (3) covered by the applicable Mortgages, to insure that the Mortgage insured thereby creates a interests created by the Mortgages constitute valid first Lien on such Mortgaged Property Liens thereon, with the priority required by the Intercreditor Agreement, free and clear of all Liens, defects and encumbrances, except other than Permitted Liens, and such policies shall also include, to the extent available, all such endorsements as disclosed therein; (4) name the Administrative Agent for the benefit shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the Lenders as payment in full by the insured thereunder; (5) be in Borrower or the form applicable Subsidiary Guarantor of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) all premiums thereon (or equivalent policiesthat satisfactory arrangements for such payment have been made); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall also have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, taxes and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the The Administrative Agent shall have received (1A) with respect to any Mortgaged Property that contains one or more buildings, a “life-of-loan standard flood hazard determination”, (B) if any of the buildings on such Mortgaged Property is located in a special flood area, a policy of flood insurance that (a1) covers any each such parcel of improved real property that is encumbered by any Mortgageand the building(s) located thereon, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable satisfactory to such real property or the maximum limit of Administrative Agent and otherwise in compliance with the coverage made available required with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2C) if such Mortgaged Property is located in a special flood hazard area, confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
(vi) The Administrative Agent shall have received, with respect to each of the Mortgaged Properties owned on the Closing Date, such local counsel opinions and opinions of counsel in the jurisdiction of organization of the owner of the applicable Mortgaged Properties. Notwithstanding anything to the contrary contained in this Section 5.1(k), if the Loan Parties have used commercially reasonable efforts (without undue burden and expense) to satisfy the requirements set forth in this Section 5.1(k) and such requirements are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)).
Appears in 3 contracts
Samples: Term Loan Credit Agreement (TTM Technologies Inc), Term Loan Credit Agreement (TTM Technologies Inc), Term Loan Credit Agreement (TTM Technologies Inc)
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment Company will not and will not permit any Restricted Subsidiary to each existing Mortgage with respect create or permit to each Mortgaged Propertyexist any Lien upon any of its assets, executed and delivered by a duly authorized officer of each party thereto.whether now owned or hereafter acquired, or assign or otherwise convey any right to receive income, except
(Ba) [intentionally omitted.]Liens for Taxes, assessments, governmental charges and other similar obligations not yet due or which are being contested in good faith by appropriate proceedings;
(Cb) The Administrative Agent shall have received other Liens incidental to the conduct of its business or the ownership of its assets which were not incurred in connection with the borrowing of money, and which do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;
(c) Liens on assets of a Restricted Subsidiary to secure obligations of such Restricted Subsidiary to the Company or a Wholly Owned Restricted Subsidiary;
(d) Liens existing on the date hereof which are (i) described in Exhibit 9.01(d) attached hereto, (ii) securing Debt reflected in the consolidated financial statements of the Company referred to in Section 6.02 or (iii) Liens on Property that were existing at the time of the acquisition thereof by the Company or any Restricted Subsidiary or placed thereon to secure a portion of the purchase price thereof;
(e) Liens on Property acquired after the date hereof, existing at the time of acquisition thereof by the Company or any Restricted Subsidiary or placed thereon within one year of such acquisition to secure a portion of the purchase price thereof; provided that no such Lien may encumber or cover any other Property of such Restricted Subsidiary, of the Company or of any other Restricted Subsidiary;
(f) Liens on the stock of Unrestricted Subsidiaries;
(g) to the extent not covered by clause (b) above, Liens of attachment, judgments or awards in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, which adequate reserves have been paid.established in accordance with GAAP and which do not constitute an Event of Default;
(Dh) If requested by Liens securing interest rate and currency hedging arrangements in a notional amount which, when taken together with the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy notional amounts of all other material documents affecting outstanding hedging arrangements secured in accordance with this clause (h), does not at the Mortgaged Propertiestime incurred exceed $100,000,000, so long as (i) the related Debt is permitted to be incurred in accordance with the terms hereof and (ii) such arrangements are entered into by the Company or any Subsidiary solely for risk management purposes; and
(i) other Liens on Property of the Company and its Restricted Subsidiaries having an aggregate value of not more than 15% of Consolidated Net Worth as of the end of each fiscal quarter.
Appears in 2 contracts
Samples: Credit Agreement (Cox Radio Inc), Credit Agreement (Cox Communications Inc /De/)
Mortgages, etc. With respect to each Mortgaged Property identified in clause (Aa) The of the definition thereof, the Administrative Agent shall have received all of the following:
(a) a Mortgage Amendment to encumbering each existing Mortgage with respect to Mortgaged Property in favor of the Administrative duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, executed and delivered by a duly authorized officer otherwise in form for recording in the recording office of each party thereto.applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof in order to create a valid, perfected first priority security interest and mortgage Lien under applicable Law in favor of the Administrative Agent, and such U.C.C.-1 financing statements and any other instruments as are, in the judgment of the Administrative Agent, necessary to create a valid, perfected first priority security interest and mortgage Lien under applicable Law in favor of the Administrative Agent;
(Bb) [intentionally omitted.]maps or plans of an as-built survey of the sites of the Mortgaged Property that are certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to each of them, dated not more than 30 days prior to the date of the initial Credit Extension by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plans and the surveys on which they are based shall be made in accordance with the most recent Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping and meeting the accuracy requirements as defined therein and shall otherwise be acceptable to Administrative Agent and the Title Insurance Company. The legal description of the applicable Mortgaged Property shall be shown on the face of each survey or affixed thereto, and the same shall conform to the legal description contained in the Title Insurance described in clause (c). In addition, such maps, plats or surveys shall be sufficient for the Title Insurance Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue the endorsements of the type required by clause (c);
(Cc) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder commitment for such insurance. Each such endorsement shall (1) be insurance that is issued by the Title Insurance Company in an amount favor of the Administrative Agent and is in form and substance satisfactory to the Administrative Agent; Agent (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies“Title Policy”); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording taxand similar taxes, and all related expenses, if any, have been paid.;
(Dd) If requested such affidavits, certificates, information (including financial data) and instruments of indemnification (including so-called “gap” indemnification) as shall be required to induce the Title Insurance Company to issue the Title Policy and endorsements contemplated herein;
(e) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant waivers or other instruments as necessary or required to consummate the transaction contemplated herein or as shall reasonably be deemed necessary by the Administrative AgentAgent in order for the owner or holder of the fee interest constituting such Mortgaged Property to grant the Lien contemplated by the applicable Mortgage with respect to such Mortgaged Property;
(f) if any portion of the Mortgaged Property is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts, the Administrative Agent shall have received (1) a policy of flood insurance with financially sound and reputable insurance companies that (ai) covers any parcel of improved real property the Mortgaged Property that is encumbered by any Mortgage, located in a flood zone and (bii) is written in an amount not less than the (x) outstanding principal amount of the indebtedness Indebtedness secured by such Mortgage that is reasonably allocable to such real property or thereby and (y) the maximum limit of coverage made available with respect to the particular type of property Mortgaged Property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.Acts; and
(Eg) The Administrative Agent shall have received a copy of (i) all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause Title Policy and (Cii) above and a copy of all other material documents affecting the Mortgaged PropertiesProperty, including all building, construction, environmental and other permits, licenses, franchises, approvals, consents, authorizations and other approvals required in connection with the construction, ownership, use, occupation or operation of the Mortgaged Property.
Appears in 2 contracts
Samples: Credit Agreement (Applied Medical Corp), Credit Agreement (Applied Medical Corp)
Mortgages, etc. (A) The Administrative Agent Lender shall have received a Mortgage Amendment to each existing Mortgage received, with respect to each Mortgaged Property, executed and delivered by a duly authorized officer owned parcel of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement real property which is required to be subject to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be Lien in an amount favor of the Lender, each of the following, in form and substance reasonably satisfactory to the Administrative Agent; Lender:
(2i) be issued at ordinary rates; Mortgage on such property;
(3ii) insure evidence that a counterpart of the Mortgage insured thereby creates has been recorded in the place necessary, in the Lender’s judgment, to create a valid and enforceable first priority Lien on such Mortgaged Property free and clear in favor of all defects and encumbrancesthe Lender, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as Secured Parties;
(iii) ALTA or other mortgagee’s title policy;
(iv) an ALTA survey prepared and certified to the insured thereunder; Lender by a surveyor acceptable to the Lender;
(5v) an opinion of counsel in the state in which such parcel of real property is located in form and substance and from counsel reasonably satisfactory to the Lender;
(vi) if any such parcel of real property is determined by the Lender to be in a flood zone, a flood notification form signed by the Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Lender;
(vii) a current appraisal of ALTA Loan Policy - 1970 the real property prepared by an appraiser reasonably acceptable to the Lender, and in form and substance satisfactory to the Lender;
(Amended 10/17/70 viii) an environmental assessment of the real property prepared by an environmental engineer reasonably acceptable to the Lender, and 10/17/84) (accompanied by such reports, certificates, studies or equivalent policies); (6) contain such endorsements and affirmative coverage data as the Administrative Agent Lender may reasonably request require, which shall all be in form and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence substance satisfactory to it that all premiums in respect of each the Lender; and
(ix) such policyother information, all charges for mortgage recording taxdocumentation, and all related expenses, if any, have been paid.
(D) If requested certifications as may be reasonably required by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBLender.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 2 contracts
Samples: Credit Agreement (Arotech Corp), Credit Agreement (Arotech Corp)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If reasonably requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in Section 5.1(k)(iii) (the "Title Insurance Company") shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omittedthe lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located; provided, that any of the foregoing items so requested by the Administrative Agent may be delivered after the Closing Date subject to compliance with Section 6.10(e).]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount reasonably satisfactory to the Administrative Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies)) to the extent available in the applicable jurisdictions; (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request to the extent available in the applicable jurisdictions; and (7G) be issued by First American Title Insurance Companytitle companies satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If reasonably requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that which (a1) covers any parcel of improved real property that which is encumbered by any Mortgage, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that which is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.Indebtedness
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title intitle, in the title policy or policies referred to in clause (CSection 5.1(k)(iii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 2 contracts
Samples: Credit Agreement (International Home Foods Inc), Credit Agreement (International Home Foods Inc)
Mortgages, etc. (Ai) The Administrative Collateral Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(Cii) The Administrative Collateral Agent shall have received in respect of each Mortgaged Property an endorsement to (other than the MOU Properties) a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount satisfactory to the Administrative Collateral Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name the Administrative Collateral Agent for the benefit of the Lenders Bank Facilities Secured Parties as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Collateral Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies satisfactory to the Collateral Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent). The Administrative Collateral Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Diii) The Collateral Agent shall have received in respect of each MOU Property a recent title search in form and substance satisfactory to the Collateral Agent and such title search shall reveal no liens on any of such MOU Properties except for Liens permitted by Section 7.3 or discharged on or prior to the Effective Date pursuant to documentation satisfactory to the Collateral Agent.
(iv) If requested by the Administrative Collateral Agent, the Administrative Collateral Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Collateral Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Cii) above and a copy of all other material documents affecting the Mortgaged Properties.
(vi) The Collateral Agent shall have received a Consent and Agreement relating to the Visteon Village Lease, among Oasis Holdings Statutory Trust, as lessor, the Company, as lessee, and the Collateral Agent, which shall be in form and substance reasonably satisfactory to the Collateral Agent, and which shall (i) permit the Company to enter into the Mortgage covering the Company's interest under the Visteon Village Lease and the property of the Company located at the site leased thereunder, (ii) which shall contain reasonable and customary lender protection provisions in favor of the Collateral Agent, including, without limitation, the right to notices of default and an opportunity to cure such defaults, the rights to a new lease in the event of an insolvency or bankruptcy of the Company, and a waiver of any lien on the Company's personal property located at the leased premises, and (iii) which shall provide that notwithstanding anything to the contrary in the Visteon Village Lease, in the event the Collateral Agent, or its nominee or designee succeeds to the rights of the Company as tenant under the Visteon Village Lease (whether pursuant to a foreclosure action or otherwise), then in such event the Purchase Option Price (as defined in the Visteon Village Lease) shall be $1.00.
(vii) The Collateral Agent shall have received evidence reasonably satisfactory to the Collateral Agent that the Memorandum of Lease dated January 11, 2002 and the Memorandum of Lease dated January 31, 2002 (each relating to the Prior Lease (as defined in the Visteon Village Lease)) have been terminated and released of record.
Appears in 2 contracts
Samples: Credit Agreement (Visteon Corp), Term Loan Credit Agreement (Visteon Corp)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) The Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omittedthe lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount satisfactory to the Administrative Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the The Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard; provided, that delivery of such policy and confirmation shall only be required if a Lender demands such confirmation and certifies that it is required by applicable law to require such policy and confirmation.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 2 contracts
Samples: Credit Agreement (Innophos, Inc.), Credit Agreement (Innophos Investment Holdings, Inc.)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(Bii) [intentionally omittedIf requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be , in an amount each case in form and substance reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the The Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any MortgageMortgage and is located within a “special flood hazard area”, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect satisfactory to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, Administrative Agent and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3208.25(i) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
(vi) The Administrative Agent shall have received legal opinions (including an opinion of counsel in each state in which Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and an opinion of counsel in the state as to which the applicable Loan Party party to such Mortgage is organized), which opinions shall in each case be in form and substance reasonably satisfactory to the Administrative Agent. ; provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts to satisfy the requirements set forth in this subsection 6.1(r), such requirements are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the effectiveness of this Agreement or the availability of the Loans (but shall be required to be satisfied within 90 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)).
Appears in 2 contracts
Samples: First Lien Credit Agreement (Cumulus Media Inc), First Lien Credit Agreement (Cumulus Media Inc)
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(B) [intentionally omittedThe Administrative Agent shall have received for each Mortgaged Property either (a) a recent or updated survey of the Mortgaged Property, in form and substance satisfactory to the Administrative Agent or (b) an existing survey of the Mortgaged Property (without update), together with an affidavit of no change (or with changes noted therein to the extent the Administrative Agent has not objected), so long as the title insurance company issuing the policy referred to in clause (C) below (the “Title Insurance Company”) shall agree to issue the mortgagee’s title insurance policy, excluding the standard survey exception, but including the survey dependent endorsements.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1) be in an amount reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed thereinpermitted under Section 7.03 hereof; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If requested by the Administrative AgentAgent and the Mortgaged Property is located in a special flood hazard area under the National Flood Insurance Act of 1968, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, the applicable Mortgage (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company U.S. Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 2 contracts
Samples: Credit Agreement (Appleton Papers Inc/Wi), Credit Agreement (Paperweight Development Corp)
Mortgages, etc. (Ai) The [reserved].
(ii) With respect to each Mortgaged Property, the Administrative Agent shall have received a Mortgage Amendment applicable to each existing Mortgage with respect to each Mortgaged Propertysuch property, executed and delivered by a duly authorized officer of each party thereto. In any jurisdiction which requires the payment of mortgage recording tax, the maximum amount secured by any Mortgage shall be subject to the reasonable approval of the Administrative Agent, not to exceed the value of the property (together with improvements).
(Biii) [intentionally omitted.]
(C) The Administrative Agent shall have received in With respect of to each Mortgaged Property an endorsement to a mortgagee’s Property, ALTA mortgagee title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory policies issued by a title insurance company acceptable to the Administrative Agent; Agent with respect to such Mortgaged Property (2) be issued at ordinary rates; (3) insure or such amendments and endorsements to existing title policies with respect to such Mortgaged Property), assuring the Administrative Agent that the Mortgage insured thereby covering such real property creates a valid and enforceable first Lien priority mortgage lien on such Mortgaged Property real property, free and clear of all defects and encumbrancesencumbrances except Permitted Liens, except as disclosed therein; (4) name which title insurance policies shall otherwise be in form and substance satisfactory to the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain shall include such endorsements and affirmative coverage as are requested by the Administrative Agent may reasonably request (including ALTA 10.1 (date down), ALTA 11.2 (mortgage modification), ALTA 12 (aggregation/tie-in) and ALTA 14 (7future advance) be issued by First American Title Insurance Companyor state law equivalents, together with additional coverage added to the ALTA 11.2 as necessary). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. Notwithstanding the foregoing, with respect to any endorsements which Administrative Agent may reasonably request and which are charged as a percentage of the base title premium, the Administrative Agent will reasonably consider Borrowers’ reasonable requests for alternative and less expensive forms of assurance or protection or for the elimination of such request entirely.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any MortgageMortgage (except that flood insurance shall be required only with respect to such portions of such real property which are improved with buildings and improvements of a substantial nature which are material to the conduct of the business presently being conducted thereon, or as to which the Administrative Agent is required by law to require such flood insurance), (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Parent has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 2 contracts
Samples: Credit Agreement (SunCoke Energy, Inc.), Credit Agreement (SunCoke Energy, Inc.)
Mortgages, etc. (Ai) The Administrative Syndication Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If requested by the Syndication Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in Section 5.1(r)(iii) (the "Title Insurance Company") shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Syndication Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Syndication Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omittedthe lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overlapping improvements and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insuranceinsurance or, in the case of Mortgaged Property located in the State of Texas, an effective commitment in respect thereof. Each such endorsement policy shall (1A) be in an amount satisfactory to the Administrative Syndication Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except (i) as disclosed thereintherein and (ii) those Liens expressly permitted by Section 7.3 hereof; (4D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Syndication Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies satisfactory to the Syndication Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Syndication Agent). The Administrative Syndication Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Syndication Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that which (a1) covers any parcel of improved real property that which is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that which is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (CSection 5.1(r)(iii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 2 contracts
Samples: Credit Agreement (Imperial Holly Corp), Credit Agreement (Imperial Holly Corp)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(Bii) [intentionally omittedIf requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to with a fair market value estimated in good faith by the Borrower in excess of $5,000,000 a binding pro forma mortgagee’s title insurance policy (or policies) or marked marked-up unconditional binder for commitment to issue such insurance. Each such endorsement shall (1) be , in an amount each case in form and substance reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each Mortgaged Property with a fair market value estimated in good faith by the Borrower in excess of $5,000,000 (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any MortgageMortgage and located in a special flood hazard area, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property, the fair market value of such real property as estimated in good faith by the Borrower or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, as amended, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard with respect to any parcel of improved real property that is encumbered by any Mortgage and located in a special flood hazard area.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii)) above and a copy of all other material documents affecting the Mortgaged Propertiesabove.
Appears in 2 contracts
Samples: Credit Agreement (Lear Corp), Credit Agreement (Lear Corp)
Mortgages, etc. As soon as available, but in any event within one hundred twenty (A120) The days after the Closing Date (or such later date as the Administrative Agent determines in its sole discretion) with respect to the Mortgaged Properties owned by the applicable Loan Party on the Closing Date:
(a) the Borrower shall have received deliver to the Administrative Agent a Mortgage Amendment to each existing Mortgage with respect to each the Mortgaged PropertyProperties owned on the Closing Date, executed and delivered by a duly authorized officer of each the Loan Party party thereto.;
(Bb) [intentionally omitted.]the Borrower shall deliver or cause to be delivered to the Administrative Agent and to the title insurance company issuing the policy referred to in clause (c) below (the “Title Insurance Company”) maps or plats of an as-built survey of such Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent; provided, that the Administrative Agent hereby acknowledges and agrees that First American Title Insurance Company is a reasonably satisfactory title insurance company and Ludgate Engineering Corporation is a reasonably satisfactory licensed land surveyor and that the 2011 ALTA/ACSM Land Title Survey & Limited Site Survey dated 8-27-12, last revised and dated September 4, 2012, prepared by Ludgate Engineering Corporation, is reasonably satisfactory, subject to field verification and mapping of location of improvements on Parcel C thereof;
(Cc) The the Borrower shall cause the Title Insurance Company to issue to the Administrative Agent shall have received in respect of each such Mortgaged Property an endorsement to Properties a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each insurance issued by a nationally recognized title insurance company, insuring the Mortgage referred to above as a first lien on such endorsement shall Mortgaged Properties (1) be subject to any Lien permitted by Section 6.2), in an amount reasonably satisfactory to the Borrower and the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on , together with such Mortgaged Property free and clear of all defects and encumbrancescoinsurance, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such reinsurance, endorsements and affirmative coverage coverages as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The consistent with market practice and otherwise in form and substance reasonably satisfactory to the Administrative Agent; the Borrower shall provide the Administrative Agent shall have received with evidence satisfactory to it that the Mortgage has unconditionally been delivered to the Title Company with instructions for recordation or that such recordation has occurred, together with evidence that all premiums in respect of each such policy, all charges for mortgage recording taxand filing expenses, abstract fees, searches, and all related expenses, if any, expenses have been paid.
(D) If requested ; provided, that any and all of the exceptions and the matters or documents stated therein set forth on Schedule B of the Owner’s Title Policy pertaining to any or all of the Mortgaged Properties are agreed to be permitted exceptions or Permitted Liens and any or all of the following title endorsements as may be agreed by the Administrative Agent, Agent and the Borrower are the only endorsements which the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable will be requesting to such real property or the maximum limit of coverage made available be issued with respect to the particular type mortgagee policy of property under title insurance for the National Flood Insurance Act of 1968Mortgaged Properties: PA 100, whichever is less300, 710, 910, 1030, 1240, 1250 and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB1270.
(Ed) The the Borrower shall cause the Title Insurance Company to provide to the Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Cc) above and a copy of all other material documents affecting such Mortgaged Properties;
(e) the Borrower shall deliver to the Administrative Agent opinions, addressed to the Administrative Agent of (i) outside counsel or in-house counsel, as to the due authorization, execution and delivery of the Mortgage referred to above by the applicable Loan Party, and (ii) local counsel in Pennsylvania, each in form and substance reasonably satisfactory to the Administrative Agent, subject to customary qualifications, exceptions and disclaimers, including those pertaining to interest rate xxxxxx; and
(f) to the extent any portion of the Mortgaged PropertiesProperty is located in a special flood hazard area, the Borrower shall deliver to the Administrative Agent evidence of flood insurance with a financially sound and reputable insurer and in such amounts as are generally required by institutional lenders on loans of similar amounts and, in any event, it shall be in commercially reasonable amounts and at commercially reasonable rates.
Appears in 2 contracts
Samples: Term Loan Agreement (Philadelphia Energy Solutions Inc.), Term Loan Agreement (Philadelphia Energy Solutions Inc.)
Mortgages, etc. (A) The Administrative Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent shall have received with a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Propertyany Material Real Property (other than Excluded Real Estate Assets or other Excluded Asset) that is the subject of a notice delivered pursuant to Section 6.11(b)(i), executed within ninety (90) days of the event that triggered the requirement to give such notice (or such longer period as the Administrative Agent may agree in its reasonable discretion), together with:
(A) evidence that such Mortgage has been duly executed, acknowledged and delivered by and is in a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received form suitable for filing or recording in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (all filing or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure recording offices that the Mortgage insured thereby creates Collateral Agent may deem reasonably necessary in order to create a valid first and subsisting perfected Lien on such Mortgaged Material Real Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Collateral Agent for the benefit of the Lenders Secured Parties and that all filing and recording taxes and fees have been paid or are otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(B) a fully paid Mortgage Policy or signed commitment in respect thereof together with such affidavits, certificates, and instruments of indemnification (including a so-called “gap” indemnification) as reasonably shall be required to induce the insured thereunder; title insurance company to issue the Mortgage Policy and endorsements contemplated above and evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage;
(5C) be customary opinions of local counsel for such Loan Party in the form state in which such Material Real Property is located, with respect to the enforceability of ALTA the Mortgage and any related fixture filings and, where the applicable Loan Policy - 1970 (Amended 10/17/70 Party granting the Mortgage on said Mortgaged Property is organized in such state, an opinion regarding the due authorization, execution and 10/17/84) (or equivalent policies); (6) contain delivery of such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording taxMortgage, and all related expensesin each case, if any, have been paid.
(D) If such other matters as may be reasonably requested by the Administrative Agent; and
(D) an ALTA survey together with, if required by the title insurance company, a no change affidavit of such Mortgaged Property, sufficient for the title insurance company to remove the standard survey exception and issue related endorsements and otherwise reasonably satisfactory to the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered if reasonably requested by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBAdministrative Agent).
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Milan Laser Inc.), Credit and Guaranty Agreement (Milan Laser Inc.)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omittedthe lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insuranceinsurance in form and substance reasonably acceptable to the Administrative Agent. Each such endorsement policy shall (1A) be in an amount satisfactory equal to the fair market value of the Mortgaged Property, as reasonably determined by the Administrative Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed thereintherein (the “Permitted Title Encumbrances”); (4D) name the Administrative Agent for the benefit of the Lenders Secured Parties as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request request; and (7G) be issued by First American Title Insurance Companytitle companies satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paidpaid concurrently with the initial funding of the Loans.
(Div) If requested any Mortgaged Property is located in an area identified by the Administrative AgentFederal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under any Flood Act, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any MortgageMortgaged Property, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such a Mortgage that is reasonably allocable to such real property Mortgaged Property or the maximum limit of coverage made available with respect to the particular type of property under the National applicable Flood Insurance Act of 1968Act, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 2 contracts
Samples: Credit Agreement (Itron Inc /Wa/), Credit Agreement (Itron Inc /Wa/)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged PropertyEffective Date Property (including, with respect to the Subject Project and the Midstream Properties related thereto), executed and delivered by a duly authorized officer of each party thereto.
(Bii) [intentionally omittedThe Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Effective Date Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Effective Date Property an endorsement (it being understood that no such request shall be made with respect to pipeline easements and rights-of-way and other similar matters that are not customarily insured) a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each , in each case, in such endorsement shall (1) be amounts, and in an amount form and substance reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paidpaid or arrangements therefor have been made.
(Div) If requested The Administrative Agent shall have received, a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each parcel of Improved Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Administrative Agent, the Loan Party relating thereto).
(v) The Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any each parcel of improved real property Improved Mortgaged Property that is encumbered located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any Mortgage, successor agency) (bit being understood that such policy may cover such properties on a collective basis) and (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968Regulations, whichever is less, less and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Evi) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Effective Date Properties.
(vii) The Mortgage encumbering each item of Effective Date Property shall have been duly recorded or filed (or arrangements for the recordation or filing thereof acceptable to the Administrative Agent shall have been made) in the offices specified on Schedule 7.19 in accordance with applicable Governmental Requirements, together with such financing statements and any other instruments necessary to grant a mortgage or deed of trust Lien and security interest upon each Effective Date Property constituting real property under applicable Governmental Requirements, and the Borrower shall have provided (or shall have made arrangements to provide, acceptable to the Administrative Agent) to the Administrative Agent evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all charges incurred in connection with the recordation of the Mortgages, including recording or filing and recording fees, documentary stamp Taxes, mortgage Taxes, intangibles Taxes, reasonable attorneys’ fees, title insurance company coordination fees, and all other fees, charges, costs and expenses reasonably required for the recording of the Mortgages and such financing statements and other ancillary instruments, including, without limitation, the execution and delivery by the Borrower and/or any of its Subsidiaries of customary affidavits, certificates, and other information for the payment of any of the above charges.
Appears in 2 contracts
Samples: Credit Agreement (Riviera Resources, Inc.), Credit Agreement (Riviera Resources, LLC)
Mortgages, etc. On or within 60 days of the Closing Date (A) The or such longer period as the Administrative Agent may agree in its reasonable discretion) and notwithstanding Section 7.09(b), the following shall have been received a Mortgage Amendment to each existing Mortgage by the Administrative Agent with respect to each Mortgaged Property, real property currently owned by the Borrower or the Restricted Subsidiaries as set forth on Schedule 1.01(b):
(a) a first priority Mortgage duly executed and delivered by a duly authorized officer in favor of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders Secured Parties;
(b) title and extended coverage insurance covering such real property insuring such Mortgage as a first lien on the insured thereunder; (5) be related Mortgaged Property, subject to Liens permitted pursuant to Section 8.03, in an amount at least equal to the form purchase price of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) such real property (or equivalent policies); (6) contain such endorsements and affirmative coverage other amount as shall be reasonably specified by the Administrative Agent may Agent) in form and substance reasonably request and (7) be issued by First American Title Insurance Companyacceptable to the Administrative Agent. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.;
(Dc) If requested (i) a current ALTA survey of the Mortgaged Property, together with a surveyor’s certificate reasonably acceptable to the Administrative Agent and the title insurance company or (ii) Existing Surveys and “no-change” affidavits relating to the Mortgaged Properties, certified to the Administrative Agent and the title insurance company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the title insurance company affirming that no material change has occurred regarding each Mortgaged Property as compared to the Existing Surveys, and reasonably acceptable to the title insurance company to remove the survey exception from the title insurance for each Mortgaged Property;
(d) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;
(e) (i) a completed standard “life-of-loan” flood hazard determination form, (ii) if the improvement(s) to the improved Mortgaged Property is located in a special flood hazard area, a Borrower Notice and (if applicable) notification to the Borrower that flood insurance coverage under the NFIP is not available because the community does not participate in the NFIP, (iii) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (iv) if the Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Administrative Agent shall have received (1) Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect satisfactory to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.Administrative Agent;
(Ef) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Cc) above and a copy of all other material documents affecting the Mortgaged Properties;
(g) such legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; and
(h) to the extent required by FIRREA or any other applicable law, an appraisal.
Appears in 2 contracts
Samples: Credit Agreement (Roundy's, Inc.), Credit Agreement (Roundy's, Inc.)
Mortgages, etc. (A) The Administrative Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent shall have received with a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged PropertyMaterial Real Property that is the subject of a notice delivered pursuant to Section 6.11(b)(i), executed within ninety days (or such longer period as the Administrative Agent may agree in its reasonable discretion) of the event that triggered the requirement to give such notice, together with:
(A) evidence that counterparts of such Mortgage have been duly executed, acknowledged and delivered by and are in a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received form suitable for filing or recording in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (all filing or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure recording offices that the Mortgage insured thereby creates Collateral Agent may deem reasonably necessary or desirable in order to create a valid first and subsisting perfected Lien (subject to Permitted Liens) on such Mortgaged Material Real Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Collateral Agent for the benefit of the Lenders as Secured Parties and that all filing and recording taxes and fees have been paid or are otherwise provided for in a manner reasonably satisfactory to the insured thereunderCollateral Agent; it being agreed that the amount of Obligations secured by any such mortgage will not be required to exceed the fair market value of the Material Real Property subject thereto if (5and only to the extent) be the Borrower reasonably determines in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 good faith that such a limitation is reasonably likely to reduce any applicable tax obligations incurred in connection with such Mortgage and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as notifies the Administrative Agent may reasonably request and in writing of the same prior to the date such Mortgage is entered into;
(7B) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums fully paid Mortgage Policies or signed commitments in respect of each thereof together with such policyaffidavits, all charges for mortgage recording taxcertificates, and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the title insurance company to issue the Mortgage Policies and endorsements contemplated above and evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage;
(C) customary opinions of local counsel for such Loan Party in the state in which such Material Real Property is located, with respect to the enforceability of the Mortgage and any related expensesfixture filings and, if anywhere the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, have been paid.an opinion regarding the due authorization, execution and delivery of such Mortgage;
(D) If an ALTA survey or existing survey together with a no change affidavit of such Mortgaged Property, sufficient for the title insurance company to remove the standard survey exception and issue related endorsements (if reasonably requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.); and
(E) The Administrative Agent a Flood Insurance Certificate, provided, however, that in the event any such property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be located in special flood hazard area, that property shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above be excluded and a copy of all other material documents affecting the Mortgaged Propertiesany mortgages thereon shall be released.
Appears in 2 contracts
Samples: First Lien Credit Agreement (WCG Clinical, Inc.), First Lien Credit Agreement (WCG Clinical, Inc.)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If requested by the Administrative Agent, either (A) the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received maps or plats of an as-built survey of the sites of each Mortgaged Property certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company, by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company or (B) [intentionally omittedthe Administrative Agent shall have received the policy referred to in clause (iii) for the applicable Mortgaged Property. None of the policies referenced in clause (iii), below, shall contain the generic exception for any state of facts a survey would show. In addition, the Administrative Agent shall have received, with respect to each Mortgaged Property designated by Administrative Agent, either (A) a “location endorsement” to the policy referred to in clause (iii) for such Mortgaged Property reasonably satisfactory to the Administrative Agent or (B) a high-resolution aerial photograph of such Mortgaged Property with the perimeter boundary lines of the Mortgaged Property superimposed upon it prepared by or under the supervision Xxxx & Xxxxx, Xxxxx Xxxxxxx or another survey consulting firm reasonably satisfactory to Administrative Agent which demonstrates to the reasonable satisfaction of the Administrative Agent that all material buildings structures, machinery and equipment comprising part of the Mortgaged Property are located on the land comprising part of such Mortgaged Property.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be , in an amount each case in form and substance satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) if improved real property is located in an area designated as having a specified flood hazard by the Secretary of Housing and Urban Development, a policy of flood insurance that (a1) covers any parcel of improved real property that is in a flood zone encumbered by any Mortgage, Mortgage and (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, less and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Parent Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 2 contracts
Samples: Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP)
Mortgages, etc. (Aa) The Within 90 days after the Closing Date (or such longer period as the US Administrative Agent may agree in its sole discretion), the Collateral Agent shall have received received:
(i) fully executed counterparts of Mortgages in favor of the Collateral Agent for the benefit of the Secured Parties, duly executed and acknowledged by the applicable Credit Party and any related fixture filings, in form and substance reasonably satisfactory to the Collateral Agent, which Mortgages and any related fixture filings shall cover each Mortgaged Property, together with evidence that counterparts of such Mortgages and UCC Fixture Filings have been delivered to the title insurance company insuring the Lien of such Mortgage for recording;
(ii) a Mortgage Amendment title insurance policy relating to each existing Mortgage of the Mortgaged Property referred to above, issued by a title insurer reasonably satisfactory to the Collateral Agent, with endorsements and in an insured amount reasonably satisfactory to the Collateral Agent (the “Mortgage Policy”) and insuring the Collateral Agent that the Mortgage on each such Mortgaged Property is a valid and enforceable second priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Encumbrances (as defined in each Mortgage), with each such Mortgage Policy to be in form and substance reasonably satisfactory to the Collateral Agent;
(iii) with respect to each Mortgaged Property, executed and delivered such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by a duly authorized officer the Collateral Agent in order for the owner or holder of each party thereto.the fee interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property;
(Biv) [intentionally omitted.]to induce the title company to issue the Mortgage Policies referred to in Section 5.18(a)(ii), such affidavits, certificates, information and instruments of indemnification (including, without limitation, a so-called “gap” indemnification) as shall be reasonably required by the respective title company, together with payment by the Parent Borrower of all Mortgage Policy premiums, search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of such Mortgages and issuance of such Mortgage Policies;
(Cv) The Administrative Agent shall have received in respect of an ALTA survey or other survey for each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policiesand all improvements thereon) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory form and substance reasonably acceptable to the Administrative Collateral Agent; ;
(2vi) be issued at ordinary rates; (3) insure that favorable opinions of counsel to the Mortgage insured thereby creates a valid first Lien on such Credit Parties in the states in which the Mortgaged Property free and clear of all defects and encumbrancesis located, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, enforceability and (c) has a term ending not later than the maturity perfection of the Indebtedness secured by Mortgages and any related fixture filings, in form and substance reasonably satisfactory to the Collateral Agent;
(vii) favorable opinions of counsel to the Credit Parties in the states in which the Credit Parties party to the Mortgages are organized or formed, with respect to the valid existence, corporate power and authority of such Mortgage and (2) confirmation that Credit Parties in the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H granting of the FRB.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions Mortgages in form and substance reasonably satisfactory to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.Collateral Agent; and
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (CommScope Holding Company, Inc.)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged PropertyProperty to be subject to a Mortgage as of the Acquisition Closing Date as described on Schedule 1.1 (the "Acquisition Closing Date Mortgaged Properties"), executed and delivered by a duly authorized officer of each party thereto.
(ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the "Title Insurance Company") shall have received, maps or plats of an as-built survey of the sites of the Acquisition Closing Date Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company, which must show the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omittedthe lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites (or if the surveyor is not able to locate an easement, the survey shall include a note to that effect); (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded or apparent from a physical inspection of the sites; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) the flood zone designations, if any, in which the Acquisition Closing Date Mortgaged Properties are located.]
(Ciii) The Administrative Agent shall have received in respect of each Acquisition Closing Date Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount reasonably satisfactory to the Administrative AgentAgent (but in any event not in excess of the fair market value of such Acquisition Closing Date Mortgaged Property); (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Acquisition Closing Date Mortgaged Property free and clear of all defects and encumbrances, except as provided in Section 8.3 or as disclosed therein; (4D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, and to the extent available at commercially reasonable rates, the Administrative Agent shall have received (1) a policy of flood insurance that (a1) covers any parcel of improved real property that is located in a flood zone and encumbered by any Mortgage, Mortgage as of the Acquisition Closing Date (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBMortgage.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Propertiesabove.
Appears in 1 contract
Samples: Credit Agreement (Donnelley R H Inc)
Mortgages, etc. (Ai) The Administrative Agent shall have received, and the title insurance company issuing the policy referred to in Section 5.1(p)(ii) (the "Title Insurance Company") shall have received to the extent reasonably requested by the Agent, maps or plats of a Mortgage Amendment survey (in a form reasonably satisfactory to each existing Mortgage with respect the Agent) of the sites of the Mortgaged Properties listed on Schedule 5.1(p) (the "Major Mortgaged Properties") certified to each Mortgaged Propertythe Agent and the Title Insurance Company in a manner satisfactory to them, executed dated a date satisfactory to the Agent and delivered the Title Insurance Company by a duly authorized officer of each party theretoan independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company.
(B) [intentionally omitted.]
(Cii) The Administrative Agent shall have received in respect of each Major Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount satisfactory equal to the Administrative Agentfair market value of such Major Mortgaged Property; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Major Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of 1992 ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request request; and (7G) be issued by First American Title Insurance Companytitle companies satisfactory to the Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Agent). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Diii) If reasonably requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that which (a1) covers any parcel of improved real property that Real Property located in a flood hazard zone and which is encumbered by any Mortgage, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that which is reasonably allocable to such real property Real Property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage Mortgage; and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Eiv) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged PropertiesSection 5.1(p)(ii).
Appears in 1 contract
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment Within 45 days after the Closing Date, or up to each existing Mortgage with respect to each Mortgaged Property, executed and delivered 90 days after the Closing Date if agreed by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that , do the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.following:
(Da) If requested by the Administrative Agent, the Administrative Agent shall have received receive (1i) a policy of flood insurance that (aA) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage and is in a designated flood zone (bB) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (cC) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2ii) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Eb) The Administrative Agent shall have received receive, in respect of each of the Existing Mortgages
(a) an amendment thereto (the “Mortgage Amendment”), executed and delivered by a copy duly authorized officer of all recorded documents referred toeach party thereto; (b) an endorsement to the existing title insurance policy, updating the effective date and amending the description of the existing insured mortgage to include the Mortgage Amendment, (c) a no-lien affidavit, executed by the president or listed as exceptions to title inother officer of the mortgagor, and other documentation reasonably requested by the title policy or policies referred company, in form satisfactory to the title company and (d) evidence that the Borrower has paid all premiums in clause (C) above respect of the endorsement to the title policy, all charges for mortgage recording tax and a copy of mortgage filing fees, and all other material documents affecting the Mortgaged Propertiesrelated expenses, if any.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(Bii) [intentionally omittedTo the extent delivered to the First Lien Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to the First Lien Agent, dated a date reasonably satisfactory to the First Lien Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the First Lien Agent.]
(Ciii) The To the extent delivered to the First Lien Agent, the Administrative Agent shall have received in respect of each Mortgaged Property an endorsement with a fair market value estimated in good faith by the Borrower in excess of $5,000,000 a binding pro forma mortgagee’s title insurance policy (or policies) or marked-up unconditional commitment to issue such insurance, in each case in form and substance reasonably satisfactory to the First Lien Agent. Notwithstanding the foregoing, to avoid duplication of title insurance premiums, the requirements of this Section 5(r)(ii) shall be deemed satisfied if the Title Insurance Company either (x) issues a single binding pro forma or marked-up unconditional commitment to issue a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that insuring both the Mortgage insured thereby creates a valid first in favor of the First Lien on such Mortgaged Property free Agent and clear the Mortgage in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for in the benefit aggregate amount of the Lenders as fair market value of the insured thereunder; subject Mortgaged Property, or (5y) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) issues a binding pro forma or marked-up unconditional commitment to issue a mortgagee’s title insurance policy (or equivalent policies); (6) contain such endorsements and affirmative coverage as insuring the Mortgage in favor of the Administrative Agent may reasonably request in the same amount as the binding pro forma or marked-up unconditional commitment to issue a mortgagee’s title insurance policy (or policies) insuring the Mortgage in favor of the First Lien Agent and such binding pro forma or marked-up unconditional commitment to issue a mortgagee’s title insurance policy (7or policies) be issued by contains a so called “pro-tanto” endorsement. To the extent delivered to the First American Title Insurance Company. The Lien Agent, the Administrative Agent shall have received evidence reasonably satisfactory to it the First Lien Agent that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by To the Administrative extent delivered to the First Lien Agent, the Administrative Agent shall have received in respect of each Mortgaged Property with a fair market value estimated in good faith by the Borrower in excess of $5,000,000 (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any MortgageMortgage and located in a special flood hazard area, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property, the fair market value of such real property as estimated in good faith by the Borrower or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, as amended, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard with respect to any parcel of improved real property that is encumbered by any Mortgage and located in a special flood hazard area.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii)) above and a copy of all other material documents affecting which were delivered to the Mortgaged PropertiesFirst Lien Agent in connection with the First Lien Credit Agreement.
Appears in 1 contract
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage received, with respect to each Mortgaged PropertyProperty subject to an Existing Mortgage, executed each of the following, in form and delivered by a duly authorized officer of each party thereto.substance reasonably satisfactory to the Agent:
(A) an amendment to the applicable Existing Mortgage on such property in form and substance reasonably satisfactory to the Agent;
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect evidence that a counterpart of each Mortgaged Property an endorsement the amendment to a mortgagee’s title insurance policy (the Existing Mortgage has been recorded or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount delivered to the appropriate Title Insurance Company subject to arrangements reasonably satisfactory to the Administrative Agent for recording promptly following the closing hereunder in the place necessary, in the Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates ’s reasonable judgment, to create a valid and enforceable first priority Lien on such Mortgaged Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of itself and the Lenders as Secured Parties;
(C) a “date-down” endorsement to the existing title policy, which shall amend the description therein of the insured thereunder; (5) be Existing Mortgage to include the amendment of the Existing Mortgage in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may substance reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.the Agent;
(D) If requested by an opinion of counsel in the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any state in which such parcel of improved real property that is encumbered by any Mortgage, (b) is written located in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is form and substance and from counsel reasonably allocable to such real property or the maximum limit of coverage made available with respect satisfactory to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.Agent; and
(E) The Administrative Agent shall have received a copy such other information, documentation, and certifications (including evidence of all recorded documents referred to, or listed flood insurance as exceptions to title inmay be required by applicable law) as may be reasonably required by the Agent. provided that, the title policy amount of debt secured by each Mortgage in any state that imposes a mortgage tax shall be reasonably limited to an amount not more than the sum of the Commitments and the incremental loans and commitments that may be made hereunder or policies referred thereunder so as to avoid multiple mortgage tax assessments. Notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to cause the condition set forth in clause this Section 4.02(i) to be satisfied on or prior to the Restatement Date, the requirements (Cother than (x) above the execution and a copy delivery of all other material documents affecting the Mortgaged Properties.Amendment and Restatement Agreement and the Guarantee and Collateral Agreement by the Loan Parties and (y) the requirements set forth in paragraphs
Appears in 1 contract
Mortgages, etc. (A) The Administrative Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent shall have received with a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged PropertyMaterial Real Property that is the subject of a notice delivered pursuant to Section 6.11(b)(i), executed within ninety days (or such longer period as the Controlling Party may agree in its sole discretion) of the event that triggered the requirement to give such notice, together with:
(A) evidence that counterparts of such Mortgage have been duly executed, acknowledged and delivered by and are in a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received form suitable for filing or recording in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (all filing or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure recording offices that the Mortgage insured thereby creates Controlling Party may deem reasonably necessary or desirable in order to create a valid first and subsisting perfected Lien on such Mortgaged Material Real Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Collateral Agent for the benefit of the Lenders Secured Parties and that all filing and recording taxes and fees have been paid or are otherwise provided for in a manner reasonably satisfactory to the Controlling Party;
(B) fully paid Mortgage Policies or signed commitments in respect thereof together with such affidavits, certificates, and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the insured thereunder; title insurance company to issue the Mortgage Policies and endorsements contemplated above and evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage;
(5C) be customary opinions of local counsel for such Loan Party in the form state in which such Material Real Property is located, with respect to the enforceability of ALTA the Mortgage and any related fixture filings and, where the applicable Loan Policy - 1970 (Amended 10/17/70 Party granting the Mortgage on said Mortgaged Property is organized, an opinion regarding the due authorization, execution and 10/17/84) (or equivalent policies); (6) contain delivery of such endorsements Mortgage, and affirmative coverage in each case, such other matters as may be reasonably requested by the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.or the Controlling Party;
(D) If an ALTA survey or existing survey together with a no change affidavit of such Mortgaged Property, sufficient for the title insurance company to remove the standard survey exception and issue related endorsements and otherwise reasonably satisfactory to the Controlling Party (if reasonably requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.Controlling Party); and
(E) The Administrative Agent a Flood Insurance Certificate, provided, however, that in the event any such property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be located in special flood hazard area, that property shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above be excluded and a copy of all other material documents affecting the Mortgaged Propertiesany mortgages thereon shall be released.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Mister Car Wash, Inc.)
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Borrowers will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(b)(i), in each case within ninety days of or the event that triggered the requirement to give such notice (or, in each case, such longer period as the Administrative Agent may agree in its sole discretion) together with:
(A) evidence that counterparts of such Mortgage have been duly executed, acknowledged and delivered and are in a form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create a valid and enforceable perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or are otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; provided that to the extent any Material Real Property to be subject to a Mortgage is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar recording fees or taxes, the relevant Mortgage shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in not secure an amount not less than the outstanding principal amount in excess of the indebtedness secured by fair market value of such property subject thereto;
(B) fully paid Mortgage that Policies or signed commitments in respect thereof together with such affidavits, certificates, and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the title insurance company to issue the Mortgage Policies and endorsements contemplated above and evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage;
(C) customary opinions of local counsel for such Loan Party in the state in which such Material Real Property is reasonably allocable to such real property or the maximum limit of coverage made available located, with respect to the particular type enforceability of property under the National Flood Insurance Act Mortgage and any related fixture filings and, where the applicable Loan Party granting the Mortgage on said Mortgaged Property is incorporated and/or organized, an opinion regarding the due authorization, execution and delivery of 1968, whichever is lesssuch Mortgage, and in each case, such other matters as may be reasonably requested by the Administrative Agent;
(cD) has an ALTA survey or existing survey together with a term ending not later than no change affidavit of such Mortgaged Property, sufficient for the maturity of title insurance company to remove the Indebtedness secured standard survey exception and issue survey-related endorsements and otherwise reasonably satisfactory to the Administrative Agent (if reasonably requested by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.Administrative Agent); and
(E) The a completed “life of loan” Federal Emergency Management Agency standard flood hazard determination; provided that without limiting the obligations set forth above, the Administrative Agent shall have received and the Collateral Agent will consult in good faith with the Parent to reduce any stamp, filing or similar taxes imposed as a copy result of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to actions described in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.foregoing provisions;
Appears in 1 contract
Mortgages, etc. (A) The Administrative Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent shall have received with a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged PropertyMaterial Real Property that is the subject of a notice delivered pursuant to Section 6.11(b)(i), executed within ninety days (or such longer period as the Administrative Agent may agree in its sole discretion) of the event that triggered the requirement to give such notice, together with:
(A) evidence that counterparts of such Mortgage have been duly executed, acknowledged and delivered by and are in a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received form suitable for filing or recording in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (all filing or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure recording offices that the Mortgage insured thereby creates Collateral Agent may deem reasonably necessary or desirable in order to create a valid first and subsisting perfected Lien on such Mortgaged Material Real Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Collateral Agent for the benefit of the Lenders Secured Parties and that all filing and recording taxes and fees have been paid or are otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(B) fully paid Mortgage Policies or signed commitments in respect thereof together with such affidavits, certificates, and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the insured thereunder; title insurance company to issue the Mortgage Policies and endorsements contemplated above and evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage;
(5C) be customary opinions of local counsel for such Loan Party in the form state in which such Material Real Property is located, with respect to the enforceability of ALTA the Mortgage and any related fixture filings and, where the applicable Loan Policy - 1970 (Amended 10/17/70 Party granting the Mortgage on said Mortgaged Property is organized, an opinion regarding the due authorization, execution and 10/17/84) (or equivalent policies); (6) contain delivery of such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording taxMortgage, and all related expensesin each case, if any, have been paid.
(D) If such other matters as may be reasonably requested by the Administrative Agent;
(D) an ALTA survey or existing survey together with a no change affidavit of such Mortgaged Property, sufficient for the title insurance company to remove the standard survey exception and issue related endorsements and otherwise reasonably satisfactory to the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered if reasonably requested by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.Administrative Agent); and
(E) The Administrative Agent a Flood Insurance Certificate, provided, however, that in the event any such property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be located in special flood hazard area, that property shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above be excluded and a copy of all other material documents affecting the Mortgaged Propertiesany mortgages thereon shall be released.
Appears in 1 contract
Samples: First Lien Credit Agreement (Mister Car Wash, Inc.)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(Bii) [intentionally omittedIf requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the "Title Insurance Company") shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company (the "Surveys"); provided, however, that the obligation to deliver the Surveys shall not be a condition to the initial extension of credit on the Closing Date, so long as the Borrower delivers the Surveys within 75 days after the Closing Date (or such later date as the Administrative Agent may agree).]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be , in an amount each case in form and substance satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Collateral Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If requested by the Collateral Agent, the Collateral Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Collateral Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Collateral Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omitted.]
the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located.
(iii) The Administrative Collateral Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount reasonably satisfactory to the Administrative Collateral Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed thereintherein and as permitted by Section 8.3; (4D) name the Administrative Collateral Agent for the benefit of the Lenders Secured Parties as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Collateral Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies reasonably satisfactory to the Collateral Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent). The Administrative Collateral Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid; provided that in jurisdictions that impose mortgage recording taxes, the Security Documents shall not secure indebtedness in an amount exceeding 120% of the fair market value of the Mortgaged Property, as reasonably determined in good faith by the Loan Parties and reasonably acceptable to Collateral Agent.
(Div) If requested by the Administrative AgentCollateral Agent upon confirmation that any improved or otherwise material portion of the Mortgaged Property is located in a Special Flood Hazard Area, the Administrative Collateral Agent shall have received (1A) a policy evidence of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Collateral Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
(vi) If the Mortgaged Property is in an area prone to hurricanes and windstorms, as reasonably determined by the Collateral Agent, the Borrower shall provide windstorm insurance (including coverage for wind driven water), including business interruption coverage for at least eighteen (18) months.
Appears in 1 contract
Samples: Credit Agreement (Intersil Corp/De)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each owned Mortgaged PropertyProperty set forth on Schedule 1.1 to the Original Credit Agreement, executed and delivered by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(Cii) The Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below received, any maps or plats of an as-built survey of the sites of the owned Mortgaged Properties set forth on Schedule 1.1 to the Original Credit Agreement then in the Borrower’s possession.
(iii) The Administrative Agent received in respect of each owned Mortgaged Property an endorsement set forth on Schedule 1.1 to the Original Credit Agreement a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall policy (1A) be was in an amount reasonably satisfactory to the Administrative Agent; (2B) be was issued at ordinary rates; (3C) insure insured that the Mortgage insured thereby creates created a valid first Lien on such owned Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name named the Administrative Agent for the benefit of the Lenders Secured Parties as the insured thereunder; (5E) be was in the form of ALTA Loan Policy - 1970 Policy—1970 (Amended 10/17/70 and 10/17/84) (or equivalent policiessuch other form reasonably acceptable to the Administrative Agent); (6F) contain contained such endorsements and affirmative coverage as the Administrative Agent may reasonably request requested; and (7G) be was issued by First American Title Insurance Companytitle companies reasonably satisfactory to the Administrative Agent (including any such title companies that acted as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have had been paid.
(Div) If requested by the Administrative Agent, the The Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers covered any parcel of improved real property that is was encumbered by any MortgageMortgage in respect of each owned Mortgaged Property set forth on Schedule 1.1 to the Original Credit Agreement, (b2) is was written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is was reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is was less, and (c3) has had a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company has Borrower had received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the owned Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(Bii) [intentionally omittedThe Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be , in an amount each case in form and substance reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) except to the extent a Mortgaged Property is not in a special flood zone, a policy of flood insurance insurance, if one meeting the following requirements is available on commercially reasonable terms, that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and Mortgage, (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard only to the extent flood insurance is required to be obtained and the Borrower receives a copy of such notice and (C) a satisfactory policy of natural disaster insurance that (1) covers each parcel of improved real property that is encumbered by any Mortgage and (2) includes, but is not limited to, coverage for property damage resulting from earthquakes and earthquake-related events.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Samples: Credit Agreement (Loral Space & Communications Inc.)
Mortgages, etc. (Aa) The With respect to each of the Mortgaged Properties constituting a processing plant, within 150 days of the Effective Date; (b) with respect to Farm Mortgaged Properties with an aggregate Gross PPE of not less than 75% of the aggregate Gross PPE (calculated as of May 3, 2009) of all Farm Mortgaged Properties, within 150 days of the Effective Date; and (c) with respect to any other Farm Mortgaged Property, within 320 days of the Effective Date, the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent:
(i) a Mortgage Amendment on such parcel of Mortgaged Property;
(ii) evidence that a counterpart of the Mortgage has been either recorded or delivered to the Title Company for recording in all places to the extent necessary or, in the reasonable opinion of the Administrative Agent, desirable to effectively create a valid and enforceable mortgage or deed of trust lien (with the priority required by the Intercreditor Agreement) in favor of the Administrative Agent for the benefit of itself and the Secured Parties, securing the Secured Obligations (provided that in jurisdictions that impose mortgage recording taxes, such Mortgage shall not secure indebtedness in an amount exceeding 100% of the fair market value of each existing Mortgage with respect to each parcel of Mortgaged Property, executed as reasonably determined in good faith by the Company and delivered by a duly authorized officer of each party thereto.reasonably acceptable to the Administrative Agent), subject to Liens permitted pursuant to Section 6.02;
(Biii) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect an ALTA policy of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policiescommitment to issue such a policy having the effect of a policy of title insurance) or marked up unconditional binder for such insurance. Each such endorsement which shall (1A) be in an amount satisfactory to mutually agreeable by the Company and the Administrative Agent; , provided however that the aggregate amount of the title policies covering all Mortgaged Properties shall be equal to $825,000,000, (2B) be issued at ordinary rates; , (3C) insure or commit to insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property and enforceable mortgage lien (with the priority required by the Intercreditor Agreement) in the real property described therein, free and clear of all defects and encumbrances, except as disclosed therein; Liens and encumbrances described in clauses (4a), (b) and (f) of the definition of Permitted Encumbrances, (D) name the Administrative Agent for the benefit of itself and the Lenders Secured Parties as the insured thereunder; , (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) – 2006 (or equivalent policies); , (6F) contain such endorsements and affirmative coverage as the Administrative Agent may shall reasonably request and contain the following endorsements, to the extent available in a particular jurisdiction and applicable to the particular real property: Variable Rate; Environmental Protection Lien; Restrictions, Encroachments, Minerals; Future Advance – Priority; Future Advance – Letter of Credit; Access and Entry; Multiple Tax Parcel; Contiguity; First Loss – Multiple Parcels Transaction; Doing Business; Revolving Credit; Usury; Waiver of Arbitration; Address; Mortgage Recording Tax; Pro Tanto (7which endorsement shall provide, among other things, that (i) notwithstanding that the amount of the title insurance policy in favor of the Administrative Agent that covers the applicable Mortgaged Property and the amount of the title insurance policy in favor of the Term Debt Representative covering the same Mortgaged Property shall each be equal to the the amount allocated to such Mortgaged Property pursuant to clause (A) above, the aggregate amount of title insurance available under both such title insurance policies shall be equal to the amount allocated to such Mortgaged Property pursuant to clause (A) above, and (ii) payment under either of the foregoing title policies shall reduce the aggregate amount available under both such title insurance policies); Tie In/Cluster; Riparian Rights; Survey (subject to clause (v) below, not required for Farm Mortgaged Properties); and Zoning (not required for Farm Mortgaged Properties, and with respect to other Mortgaged Properties, required to the extent the same can be obtained based upon (i) either the existing survey or any new survey done with respect to such Mortgaged Property and/or a Property Information Report performed by Xxxx & Xxxxx), and (G) be issued by First American the Title Insurance Company. The Administrative Agent shall have received , together with evidence satisfactory to it the Administrative Agent that all premiums in respect of each such policypolicy or commitment, all charges for mortgage recording tax, tax and all related expenses, if any, have been paid.
(D) If requested by ; provided that with respect to the Administrative AgentFarm Mortgaged Properties with such notation as title insurance shall not be required in Schedule 5.14 hereto, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available be provided only with title search reports with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.Farm Mortgaged Properties;
(Eiv) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, in the title policy policies or policies referred to in clause (Ciii) above and a copy of all other material documents affecting each parcel of Mortgaged Property;
(i) an ALTA survey prepared and certified to the Administrative Agent by a qualified surveyor or (ii) an existing survey if one exists on the Closing Date, with no change affidavit only if the Title Company agrees to remove general survey exceptions and issue comprehensive, address, survey and access endorsements on the title policy delivered pursuant to clause (iii) above; or in the alternative with respect to Farm Mortgaged Properties, an existing survey if one exists on the Effective Date, or copies of plats, mapping data and information or property reports which shall provide reasonable evidence that the Farm Mortgaged Properties and all related improvements are located on the land owned by the Loan Parties, with commercially reasonable efforts to obtain survey endorsements with respect to the title insurance policies on such Farm Mortgaged Property (to the extent title insurance is required);
(vi) to the extent requested by the Administrative Agent, proper fixture filings under the UCC on Form UCC-1 for filing under the UCC in the appropriate jurisdiction in which the parcel of Mortgaged Property is located, necessary or desirable to perfect the security interests in fixtures purported to be created by the Mortgage in favor of the Administrative Agent for the benefit of itself and the Secured Parties;
(vii) an opinion of counsel in the state in which such parcel of Mortgaged Property is located and an opinion of counsel in the jurisdiction of incorporation of the Loan Party entering into the relevant Mortgage, in each case, in form and substance and from counsel reasonably satisfactory to the Administrative Agent;
(viii) a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each parcel of Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company or the applicable Loan Party, and evidence of flood insurance, in the event any such parcel of Mortgaged Property is located in a special flood hazard area); and
(ix) such other information, documentation, and certifications as may be reasonably required by the Administrative Agent.] Notwithstanding anything to the contrary in this Section 5.14, in the event the Loan Parties cannot, with respect to any Farm Mortgaged Properties (the “Removed Farm Mortgaged Properties”), satisfy the delivery requirements as provided in this Section 5.14 after using commercially reasonable efforts to do so, they shall not be deemed to be in default of their obligations under this Section if, within the time periods required above, the Loan Parties deliver the items described in clauses (i) through (ix) above with respect to one or more substitute properties of substantially comparable quality and utility and which in the aggregate have a Gross PPE equal to or greater than the Removed Farm Mortgaged Properties, provided that if, within the 320 day period referred to above, the Loan Parties are in compliance with this Section with respect to the Farm Mortgaged Properties which shall have an aggregate Gross PPE of equal to or greater than 85% of the aggregate Gross PPE of all of the Farm Mortgaged Properties, then no Default or Event of Default shall be deemed to occur if the Loan Parties are unable to satisfy the requirements of this Section with respect to additional Farm Mortgaged Properties so long as the Loan Parties continue to use commercially reasonably efforts to satisfy such requirements.
Appears in 1 contract
Mortgages, etc. (Aa) The Administrative Agent shall have received Within 30 days of the Second Amendment Effective Date and notwithstanding Section 7.9(b), a Mortgage Amendment to each existing Mortgage shall have been received by the Administrative Agent with respect to each Mortgaged Property, Property currently subject to a Mortgage securing the obligations under this Agreement and the other Loan Documents executed and delivered by a duly authorized officer of each party thereto.
(Bb) [intentionally omittedWithin 30 days of the Second Amendment Effective Date and notwithstanding Section 7.9(b), the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (c) below (the “Title Insurance Company”) shall have received, “no-change” affidavits relating to the Mortgaged Properties, certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company affirming that no material change has occurred regarding each Mortgaged Property as compared to the Existing Surveys.]
(Cc) The Within 60 days of the Second Amendment Effective Date and notwithstanding Section 7.9(b), the Administrative Agent shall have received in respect of each Mortgaged Property an endorsement currently subject to a mortgagee’s Mortgage securing the obligations under this Agreement and the other Loan Documents, a date down endorsement for each of the Existing Title Policies or a re-dated title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Companypolicy. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Dd) If Within 30 days of the Second Amendment Effective Date and notwithstanding Section 7.9(b), if requested by the Administrative Agent, the Administrative Agent shall have received (1A) either (x) a certification demonstrating that a Mortgaged Property is not in a special flood hazard area as indicated on FEMA Flood Insurance Rate Maps, or (y) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later earlier than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3208.25(i) of Regulation H of the FRBBoard.
(Ee) The Within 60 days of the Second Amendment Effective Date and notwithstanding Section 7.9(b), the Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Cc) above and a copy of all other material documents affecting the Mortgaged Properties.
(f) Within 30 days of the Second Amendment Effective Date and notwithstanding Section 7.9(b), the Administrative Agent shall have received such legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.”
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Paying Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If requested by the Paying Agent, the Paying Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the "Title Insurance Company") shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Paying Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Paying Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Paying Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omitted.]
the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located.
(iii) The Administrative Paying Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount satisfactory to the Administrative Paying Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name the Administrative Paying Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) 1992 (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Paying Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies satisfactory to the Paying Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Paying Agent). The Administrative Paying Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Paying Agent, the Administrative Paying Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Paying Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. In any jurisdiction which requires the payment of mortgage recording tax, the maximum amount secured by any Mortgage shall be subject to the reasonable approval of the Administrative Agent, not to exceed the value of the property (together with improvements).
(Bii) [intentionally omittedIf requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company selected by the mortgagor, and reasonably acceptable to the Administrative Agent issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, either aerial surveys, so-called “Express Maps” or maps or plats of an as-built survey, in each case which may show the general outlines or contours of material buildings and improvements without the necessity for specific heights, dimensions or additional building details of such buildings and improvements and are sufficient for the Title Insurance Company to remove the survey exception from the respective policy, of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor or equivalent licensed professional authorized to perform such work under local law reasonably satisfactory to the Administrative Agent and the Title Insurance Company (except in the case of Express Maps, which shall be performed in accordance with customary industry practice but shall not be certified); provided however that any such surveys may be delivered within 45 days of the Closing Date.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or a marked up unconditional binder for such insurance. Each such endorsement shall (1) be , with a maximum amount of liability not in an amount excess of the Revolving Commitments and reasonably allocated among the Mortgaged Properties, subject to all Liens permitted by Section 7.3 and otherwise in each case in form and substance reasonably satisfactory to the Administrative Agent; , subject to the provisions of subsection (2ii) be issued at ordinary rates; above and the further provisions hereof (3) insure that individually, a “Policy”, and collectively, the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies“Policies”); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policyPolicy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
. Notwithstanding the foregoing, (DA) If with respect to all such policies, in any case where a zoning endorsement would otherwise be requested by the Administrative Agent and the cost of same is a percentage of the base title premium or otherwise more than a nominal amount, the Administrative Agent will reasonably consider Borrower’s reasonable requests that Administrative Agent accept a zoning report from a nationally recognized provider and/or a zoning opinion as may be reasonably requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.and
Appears in 1 contract
Samples: Credit Agreement
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing second priority Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(Bii) [intentionally omittedIf requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be , in an amount each case in form and substance reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the The Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any MortgageMortgage and is located within a “special flood hazard area”, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect satisfactory to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, Administrative Agent and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3208.25(i) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
(vi) The Administrative Agent shall have received legal opinions (including an opinion of counsel in each state in which Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and an opinion of counsel in the state as to which the applicable Loan Party party to such Mortgage is organized), which opinions shall in each case be in form and substance reasonably satisfactory to the Administrative Agent. ; provided that if, notwithstanding the use by the Loan Parties of commercially reasonable efforts to satisfy the requirements set forth in this subsection Section 6(r), such requirements are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the effectiveness of this Agreement or the availability of the Loans (but shall be required to be satisfied within 90 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)).
Appears in 1 contract
Mortgages, etc. By the date that is 45 days after the Purchase Date (or at such other time as is otherwise hereinafter provided), the Company shall deliver deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust substantially in the form of Exhibit F hereto (with such changes as may be required to account for local law matters) and otherwise in form and substance reasonably satisfactory to the Collateral Agent, covering the Properties together with each other mortgage delivered pursuant to Section 7.1(j), in each case as amended, the "MORTGAGES"), duly executed by the appropriate Credit Party, together with:
(A) The Administrative evidence, using commercially reasonable efforts, that counterparts of the Mortgages have been duly recorded within five Business Days of the Effective Date in all filing or recording offices that the Collateral Agent shall may deem necessary or desirable in order to create a valid second and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.been paid,
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect within five Business Days of each Mortgaged Property an endorsement to a mortgagee’s the Effective Date, fully paid American Title Association Lender's Extended Coverage title insurance policy policies (or policiesthe "Mortgage Policies") or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in form and substance, with endorsements and in an amount satisfactory acceptable to the Administrative Collateral Agent; (2) , issued, coinsured and reinsured by title insurers acceptable to the Collateral Agent, insuring the Mortgages to be issued at ordinary rates; (3) insure that valid second and subsisting Liens on the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property real property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, except excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as disclosed therein; the Collateral Agent may reasonably deem necessary or desirable,
(4C) name American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable have been paid, and dated a recent date acceptable to the Administrative Collateral Agent certified to the Purchaser and the issuer of the Mortgage Policies in a manner satisfactory to the Collateral Agent by a land surveyor duly registered and licensed in the States in which the real property described in such surveys is located and acceptable to the Collateral Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking, spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Collateral Agent,
(D) within five Business Days of the Effective Date, estoppel and consent agreements, using commercially reasonable efforts, in form and substance satisfactory to the Collateral Agent, executed by each of the lessors of the leased real properties listed on Schedule 4.1(u) hereto, under the heading "Leasehold Properties" thereon, along with (x) a memorandum of lease in recorded form with respect to such leasehold interest, executed and acknowledged by the owner of the affected real property, as lessor, or (y) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable in the Collateral Agent's reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, or (z) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give constructive notice upon recordation and otherwise in form satisfactory to the Collateral Agent,
(E) evidence of the insurance required by the terms of the Mortgages,
(F) within five Business Days of the Effective Date, such other consents, agreements and confirmations of lessors and third parties as the Collateral Agent may deem necessary or desirable and evidence that all other actions that the Collateral Agent may deem necessary or desirable in order to create valid second and subsisting Liens on the property described in the Mortgages has been taken, and
(G) within five Business Days of the Effective Date, opinions of local counsel for the benefit Credit Parties in states in which the Properties are located, with respect to the enforceability and perfection of the Lenders as the insured thereunder; (5) be Mortgages and any related fixture filings substantially in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 Exhibit F hereto, and 10/17/84) (or equivalent policies); (6) contain such endorsements otherwise in form and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence substance satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paidthe Collateral Agent.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Icg Communications Inc /De/)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(Bii) [intentionally omittedIf requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the "Title Insurance Company") shall have received surveys of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be , in an amount each case in form and substance reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Samples: Credit Agreement (Visteon Corp)
Mortgages, etc. (A) The Administrative Borrowers will, or will cause the applicable Loan Party to, provide the Collateral Agent shall have received with a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged PropertyMaterial Real Property that is the subject of a notice delivered pursuant to Section 6.11(b)(i), executed within ninety days (or such longer period as the Administrative Agent may agree in its reasonable discretion) of the event that triggered the requirement to give such notice, together with: (A) evidence that counterparts of such Mortgage have been duly executed, acknowledged and delivered by and are in a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received form suitable for filing or recording in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (all filing or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure recording offices that the Mortgage insured thereby creates Collateral Agent may deem reasonably necessary or desirable in order to create a valid first and subsisting perfected mortgage Lien (subject to Permitted Liens) on such Mortgaged Material Real Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Collateral Agent for the benefit of the Lenders as Secured Parties and that all filing and recording taxes and fees have been paid or are otherwise provided for in a manner reasonably satisfactory to the insured thereunderCollateral Agent; (5B) fully paid Mortgage Policies or signed commitments in respect thereof together with such affidavits, certificates, and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the title insurance company to issue the Mortgage Policies and endorsements contemplated above and evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage; (C) customary opinions of local counsel for such Loan Party in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (state or equivalent policies); (6) contain province in which such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policyMaterial Real Property is located, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity enforceability of the Indebtedness secured by such Mortgage and any related fixture filings and, in the state or province where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, an opinion regarding the due authorization, execution and delivery of such Mortgage; (2D) confirmation that a survey or such survey alternatives (including, without limitation, an express map) which is sufficient for such title insurance company to omit an exception to each title policy the Company has received the notice required pursuant standard printed survey exception relating to Section 208(e)(3) of Regulation H of the FRB.
such Material Real Property and issue such endorsements for which a survey is typically required; and (E) The Administrative Agent a Flood Insurance Certificate, provided, however, that in the event any such property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be located in a special flood hazard area, that property shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above be excluded and a copy of all other material documents affecting the Mortgaged Propertiesany Mortgages thereon shall be released.
Appears in 1 contract
Mortgages, etc. (Aa) The With respect to any parcel of Material Real Property acquired after the Effective Date or any parcel of property that initially qualifies as a parcel of Material Real Property after the Effective Date (other than any parcel of Excluded Property), within 90 days thereafter (or, if the Borrower intends to incur secured Indebtedness permitted under subsection 8.3(g), within 180 days thereafter), execute and deliver to the Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Propertysuch parcel of Material Real Property unless a Lien is granted in favor of third parties on such parcel of Material Real Property pursuant to subsection 8.3(g), executed and delivered by a duly authorized officer (i), (j), (k), (q) or (r) or such parcel of each party theretoMaterial Real Property has been sold.
(Bb) [intentionally omitted.]
With respect to each parcel of real property described on Schedule 7.10(b) (C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory "Excluded Properties"), execute and deliver to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Agent a Mortgage insured thereby creates with respect to such parcel of Excluded Property unless a valid first Lien is granted in favor of one or more third parties on such Mortgaged parcel of Excluded Property free pursuant to subsection 8.3(f), (g), (i), (j), (k), (q) or (r) or the consent of any lessor of such parcel of Excluded Property that is subject to a ground lease is required and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paidnot obtained.
(Dc) If requested With respect to any parcel of Eligible Mortgaged Real Property as of the Effective Date that initially qualifies for inclusion in the Borrowing Base as a parcel of Eligible Mortgaged Real Property, on or before 30 days after the Effective Date (or such later date as agreed by the Administrative Agent, ) the Administrative Agent Borrower shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount use reasonable best efforts to deliver or perform each of the indebtedness secured by such Mortgage post-closing requirements listed on Schedule 7.10(c) (the "Post Closing Real Estate Requirements"); provided that is reasonably allocable to such real property the Borrower or the maximum limit of coverage made available a Subsidiary Guarantor shall comply with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, clauses (4) and (c5) has a term ending not later than the maturity on Schedule 7.10(c) regardless of the Indebtedness secured by whether such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBMortgaged Property is Eligible Mortgaged Real Property.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. Within sixty (A60) The days after the Closing Date:
(i) the Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) the title insurance company issuing the policy referred to in clause (iii) below (the "Title Insurance Company") shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omitted.]
the lines of streets abutting the sites and width thereof; (C) The Administrative Agent shall have received all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located.
(iii) in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount satisfactory to the Administrative Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) Policy—2006 (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property located in a flood zone that is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness Indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
(vi) an opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of the Mortgages to be recorded in such state and such other matters as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Del Frisco's Restaurant Group, LLC)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(Bii) [intentionally omittedIf requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be , in an each case in form, substance and amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested With respect to each Mortgaged Property required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder, because improvements on such Mortgaged Property are located in an area which has been identified by the Administrative Agent, the Administrative Agent shall have received Secretary of Housing and Urban Development as a "special flood hazard area,"
(1i) a policy of flood insurance that (aA) covers any parcel of improved real property that is encumbered by any Mortgage, such improvements and (bB) is written in an amount reasonably satisfactory to the Administrative Agent (not less than the outstanding principal amount to exceed 100% of the indebtedness secured by value of such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, improvements) and (cii) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company applicable Loan Party has received the notice required requested pursuant to Section 208(e)(3208.25(i) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Collateral Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(Cii) The Administrative Collateral Agent shall have received in respect of each Mortgaged Property an endorsement to (other than the MOU Properties) a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount satisfactory to the Administrative Collateral Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name the Administrative Collateral Agent for the benefit of the Lenders Bank Facilities Secured Parties as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Collateral Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies satisfactory to the Collateral Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent). The Administrative Collateral Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Diii) The Collateral Agent shall have received in respect of each MOU Property a recent title search in form and substance satisfactory to the Collateral Agent and such title search shall reveal no liens on any of such MOU Properties except for Liens permitted by Section 7A.3 or discharged on or prior to the Effective Date pursuant to documentation satisfactory to the Collateral Agent.
(iv) If requested by the Administrative Collateral Agent, the Administrative Collateral Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Collateral Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Cii) above and a copy of all other material documents affecting the Mortgaged Properties.
(vi) The Collateral Agent shall have received a Consent and Agreement relating to the Visteon Village Lease, among Oasis Holdings Statutory Trust, as lessor, the Company, as lessee, and the Collateral Agent, which shall be in form and substance reasonably satisfactory to the Collateral Agent, and which shall (i) permit the Company to enter into the Mortgage covering the Company's interest under the Visteon Village Lease and the property of the Company located at the site leased thereunder, (ii) which shall contain reasonable and customary lender protection provisions in favor of the Collateral Agent, including, without limitation, the right to notices of default and an opportunity to cure such defaults, the rights to a new lease in the event of an insolvency or bankruptcy of the Company, and a waiver of any lien on the Company's personal property located at the leased premises, and (iii) which shall provide that notwithstanding anything to the contrary in the Visteon Village Lease, in the event the Collateral Agent, or its nominee or designee succeeds to the rights of the Company as tenant under the Visteon Village Lease (whether pursuant to a foreclosure action or otherwise), then in such event the Purchase Option Price (as defined in the Visteon Village Lease) shall be $1.00.
(vii) The Collateral Agent shall have received evidence reasonably satisfactory to the Collateral Agent that (A) the Memorandum of Lease dated January 11, 2002 and the Memorandum of Lease dated January 31, 2002 (each relating to the Prior Lease (as defined in the Visteon Village Lease)) have been terminated and released of record.
Appears in 1 contract
Samples: Five Year Revolving Loan Credit Agreement (Visteon Corp)
Mortgages, etc. Within 30 days after the Closing Date (Awhich period may be extended by the Administrative Agent for up to an additional 30 days):
(i) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the "Title Insurance Company") shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omittedthe lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount satisfactory to the Administrative Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Samples: Credit Agreement (Ddi Corp)
Mortgages, etc. (A) The Administrative Company will, or will cause the applicable Guarantor to, provide the Collateral Agent shall have received with a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged PropertyMaterial Real Property that is the subject of a notice delivered pursuant to Section 7.4(b)(i), executed and delivered by a duly authorized officer within ninety days of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy such notice (or policiessuch longer period as the Principal Purchaser may agree in its reasonable discretion) or marked up unconditional binder for of the event that triggered the requirement to give such insurance. Each such endorsement shall notice, together with:
(1) be evidence that counterparts of such Mortgage have been duly executed, acknowledged and delivered and are in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure a form suitable for filing or recording in all filing or recording offices that the Mortgage insured thereby creates Collateral Agent may deem reasonably necessary or desirable in order to create a valid first and subsisting perfected Lien on such Mortgaged Material Real Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Collateral Agent for its benefit and the benefit of the Lenders Purchasers and that all filing and recording taxes and fees have been paid or are otherwise provided for; it being agreed that the amount of Obligations secured by any such mortgage will not be required to exceed the fair market value of the Material Real Property subject thereto if (and only to the extent) the Company reasonably determines in good faith that such a limitation is reasonably likely to reduce any applicable tax obligations incurred in connection with such Mortgage and notifies the Principal Purchaser in writing of the same prior to the date such Mortgage is entered into;
(2) fully paid Mortgage Policies or signed commitments in respect thereof together with such affidavits, certificates, and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the insured thereunder; title insurance company to issue the Mortgage Policies and endorsements contemplated above and evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage;
(53) be upon the Principal Purchaser’s reasonable request, customary opinions of local counsel for such Guarantor in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (state, province or equivalent policies); (6) contain territory in which such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policyMaterial Real Property is located, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type enforceability of property under the National Mortgage and any related fixture filings and, where the applicable Guarantor granting the Mortgage on said Mortgaged Property is organized, an opinion regarding the due authorization, execution and delivery of such Mortgage; and
(4) a Flood Insurance Act Certificate with respect to each parcel of 1968, whichever is less, and (c) has Material Real Property in the United States located in a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBspecial flood hazard area.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Samples: Note Purchase Agreement (Milestone Pharmaceuticals Inc.)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment an amendment to each the existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto, such amendment to be in form and substance reasonably satisfactory to the Administrative Agent.
(Bii) [intentionally omittedThe Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company, or if the existing survey is still accurate, a copy of such survey together with a “no-change” affidavit executed by the owner of the Mortgaged Property in favor of the Title Insurance Company.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a the existing mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be ), in an amount form and substance reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that , and in any event insuring the existing Mortgage insured thereby creates a valid first Lien on such the Mortgaged Property free Properties, as modified, and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Companyshowing no liens other than those permitted under Section 7.3. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policyendorsement, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the The Administrative Agent shall have received (1A) except to the extent a Mortgaged Property is not in a special flood zone, a policy of flood insurance insurance, if one meeting the following requirements is available on commercially reasonable terms, that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and Mortgage, (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard only to the extent flood insurance is required to be obtained and the Borrower receives a copy of such notice and (C) a satisfactory policy of natural disaster insurance that (1) covers each parcel of improved real property that is encumbered by any Mortgage and (2) includes, but is not limited to, coverage for property damage resulting from earthquakes and earthquake-related events.
(Ev) The To the extent not previously delivered to the Administative Agent, the Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Samples: Credit Agreement (Loral Space & Communications Inc.)
Mortgages, etc. On or within 90 days of the Closing Date (A) The or such longer period as the Administrative Agent may agree in its reasonable discretion) and notwithstanding Section 7.09(b), the following shall have been received a Mortgage Amendment to each existing Mortgage by the Administrative Agent with respect to each real property currently owned by the Loan Parties in fee as set forth on Schedule 1.01(b):
(a) a Mortgage duly executed and delivered in favor of the Administrative Agent, for the benefit of the Secured Parties;
(b) title and extended coverage insurance covering such real property insuring such Mortgage as a first lien on the related Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.subject to Permitted Liens;
(Bc) [intentionally omitted.]
(Ci) The a current ALTA survey of the Mortgaged Property, together with a surveyor’s certificate reasonably acceptable to the Administrative Agent shall have received in respect of and the title insurance company or (ii) Existing Surveys and “no-change” affidavits relating to the Mortgaged Properties, affirming that no material change has occurred regarding each Mortgaged Property an endorsement as compared to a mortgagee’s the Existing Surveys, and reasonably acceptable to the title insurance company to remove the survey exception from the title insurance for each Mortgaged Property;
(d) (i) if the improvement(s) to the improved Mortgaged Property is located in a special flood hazard area, a Borrower Notice and (if applicable) notification to the Borrower that flood insurance coverage under the NFIP is not available because the community does not participate in the NFIP, (ii) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (iii) if the Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy (plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount other evidence of flood insurance reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.;
(De) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Cc) above above; and
(f) such customary legal opinions relating to the matters described above, which opinions shall be in form and a copy substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of all other material documents affecting the Mortgaged Propertiesdoubt, no mortgages shall be required with respect to any leasehold interests in real property.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Designated Closing Property, executed and delivered by a duly authorized officer of each party thereto.
(Bii) [intentionally omittedIf reasonably requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Designated Closing Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company.]
(Ciii) The If reasonably requested by the Administrative Agent, the Administrative Agent shall have received in respect of each Mortgaged Designated Closing Property an endorsement (it being understood that no such request shall be made with respect to pipeline easements and rights-of-way and other similar matters that are not customarily insured) a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each , in each case, in such endorsement shall (1) be amounts, and in an amount form and substance reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paidpaid or arrangements therefor have been made.
(Div) If requested The Administrative Agent shall have received, a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each parcel of Improved Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Administrative Agent, the Loan Party relating thereto).
(v) The Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any each parcel of improved real property Improved Mortgaged Property that is encumbered located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any Mortgage, successor agency) (bit being understood that such policy may cover such properties on a collective basis) and (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, less and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Evi) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Designated Closing Properties.
(vii) The Mortgage encumbering each item of Designated Closing Property shall have been duly recorded or filed (or arrangements for the recordation or filing thereof acceptable to the Administrative Agent shall have been made) in the offices specified on Schedule 4.20 in accordance with applicable Requirements of Law, together with such financing statements and any other instruments necessary to grant a mortgage or deed of trust Lien and security interest upon each Designated Closing Property constituting real property under applicable Requirements of Law, and the Borrower shall have provided (or shall have made arrangements to provide, acceptable to the Administrative Agent) to the Administrative Agent evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all charges incurred in connection with the recordation of the Mortgages, including recording or filing and recording fees, documentary stamp taxes, mortgage taxes, intangibles taxes, reasonable attorneys’ fees, title insurance company coordination fees, and all other fees, charges, costs and expenses reasonably required for the recording of the Mortgages and such financing statements and other ancillary instruments, including, without limitation, the execution and delivery by the Borrower and/or any applicable Group Member of customary affidavits, certificates, and other information for the payment of any of the above charges.
Appears in 1 contract
Samples: Credit Agreement (Blueknight Energy Partners, L.P.)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (Awith a copy to the Administrative Agent) The Administrative Agent shall have received (a) within 90 days after the Closing Date, with respect to the Mortgaged Properties identified on Part A of Schedule 1.1B, and (b) within 90 days after the date on which financial statements are delivered pursuant to Section 6.1 (commencing with the fiscal quarter ending March 31, 2006) that demonstrate an Asset Coverage Ratio of less than 1.50 to 1.00, with respect to the Mortgaged Properties identified on Part B of Schedule 1.1B:
(i) a Mortgage Amendment to each existing Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.;
(Bii) [intentionally omitted.]
(C) The if reasonably requested by the Administrative Agent shall have received in or the Collateral Agent with respect of each to any Mortgaged Property (other than any Oil and Gas Property), an endorsement as-built survey of the sites of such Mortgaged Properties certified to the Administrative Agent and the Collateral Agent in a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that Agent and the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free Collateral Agent by an independent professional licensed land surveyor selected by the Borrower and clear of all defects and encumbrances, except as disclosed therein; (4) name reasonably satisfactory to the Administrative Agent and the Collateral Agent, which surveys shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the benefit then current American Land Title Association and the American Congress on Surveying and Mapping, and, without limiting the generality of the Lenders as foregoing, on which there shall be surveyed and shown the insured thereunderfollowing: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (5B) be in the form lines of ALTA Loan Policy - 1970 (Amended 10/17/70 streets abutting the sites and 10/17/84) (or equivalent policies)the width thereof; (6C) contain such endorsements all material access and affirmative coverage other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the Administrative Agent may reasonably request survey to said map; and (7G) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expensesthe Flood Zone designations, if any, have been paid.in which such Mortgaged Properties are located;
(Diii) If if reasonably requested by the Administrative AgentAgent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgagethe Mortgage on such Mortgaged Property, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.Board;
(Eiv) The with respect to any Mortgaged Property (other than any Oil and Gas Property), any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent shall have received a copy or the Collateral Agent in connection with the Mortgage on such Mortgaged Property, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent;
(v) if reasonably requested by the Administrative Agent or the Collateral Agent, make available copies of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting such Mortgaged Properties of which the Borrower is aware; and
(vi) if requested by the Administrative Agent or the Collateral Agent, legal opinions as to the validity and enforceability of, and other customary matters with respect to, the Mortgages on such Mortgaged Properties, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent, provided that there shall be no title opinions or insurance required.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment modifications (the “Modifications”) to each existing Mortgage all Mortgages (as defined in the Original Credit Agreement) with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party theretothereto in recordable form in the applicable state in which such Mortgaged Property is located.
(ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the owned Mortgaged Properties (it being understood that no surveys shall be required for any of the leased Mortgaged Properties) certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omittedall exceptions set forth on Schedule B of the title insurance policies delivered in clause (iii) below; (C) the lines of streets abutting the sites and width thereof; (D) all access and other easements appurtenant to the sites; (E) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (F) any encroachments on any adjoining property by the building structures and improvements on the sites; (G) if the site is described as being on a filed map, a legend relating the survey to said map; and (H) the flood zone designations, if any, in which the Mortgaged Properties are located.]
(Ciii) The Administrative Agent shall have received in respect of each owned Mortgaged Property an endorsement (it being understood that no endorsements to a mortgagee’s mortgagee title insurance policy (or policiespolicies shall be required for any of the leased Mortgaged Properties) endorsements to mortgagee title insurance policies or marked up unconditional binder commitment or proforma for such insuranceinsurance delivered in connection with the Original Credit Agreement. Each such endorsement shall (1A) be in an amount reasonably satisfactory to the Administrative Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed thereintherein and as reasonably acceptable to the Administrative Agent; (4D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such endorsement to any such policy, all charges for mortgage Modification recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the The Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved owned real property located in a federally recognized flood zone that is encumbered by any Mortgage, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such owned real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Samples: Credit Agreement (Protection One Alarm Monitoring Inc)
Mortgages, etc. (A) The Administrative Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent shall have received with a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(b)(i) (excluding any Excluded Asset) within one-hundred and twenty days (or such longer period as the Administrative Agent may agree in its reasonable discretion) of the event that triggered the requirement to give such notice, together with for each Material Real Property:
(A) evidence that counterparts of such Mortgage have been duly executed, executed acknowledged and delivered by and are in a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received form suitable for filing or recording in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (all filing or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure recording offices that the Mortgage insured thereby creates Collateral Agent may deem reasonably necessary in order to create a valid first and subsisting perfected Lien (subject to Permitted Liens) on such Mortgaged Material Real Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Collateral Agent for the benefit of the Lenders as Secured Parties and that all filing and recording taxes and fees have been paid or are otherwise provided for in a manner reasonably satisfactory to the insured thereunderCollateral Agent; it being agreed that the amount of Obligations secured by any such mortgage will not be required to exceed the fair market value of the Material Real Property subject thereto if (5and only to the extent) be the Borrower reasonably determines in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 good faith that such a limitation is reasonably likely to reduce any applicable tax obligations incurred in connection with such Mortgage and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as notifies the Administrative Agent may reasonably request in writing of the same prior to the date such Mortgage is entered into;
(B) a fully paid Mortgage Policy or signed commitments in respect thereof together with such affidavits, certificates, and instruments of indemnification (7including a so-called “gap” indemnification) as shall be issued required to induce the title insurance company to issue such Mortgage Policy and endorsements contemplated above and evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage; provided, however, if the cost of a Mortgage Policy (taking into account any endorsements requested by First American Title Insurance Company. The Administrative Collateral Agent, including, but not limited to, under Section 6.11(b)(iii)(D)) for any Material Real Property would be excessive relative to the value of such Material Real Property, upon the Borrower’s reasonable request, the Collateral Agent shall have received evidence satisfactory treat such Material Real Property as an Excluded Asset;
(C) a customary opinion of local counsel for such Loan Party in the state in which such Material Real Property is located, with respect to it that all premiums in respect the enforceability of each the Mortgage and any related fixture filings and, where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, an opinion regarding the due authorization, execution and delivery of such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.Mortgage;
(D) If an ALTA survey or existing survey together with a no change affidavit of such Mortgaged Property, sufficient for the title insurance company to remove the standard survey exception and issue related endorsements (if reasonably requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.); and
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, Flood Insurance Laws Certificate certifying that such property is not located in an area determined by the Federal Emergency Management Agency (or listed as exceptions any successor agency) to title in, the title policy or policies referred to be located in clause (C) above and a copy of all other material documents affecting the Mortgaged Propertiesspecial flood hazard area.
Appears in 1 contract
Mortgages, etc. The Collateral Agent shall have received:
(i) the Mortgages for the properties listed on Schedule 5.1(k)(i), as required by the Collateral Agent each duly executed and delivered by the parties thereto, and such other documentation relating to each such Mortgage or the real property subject thereto as may reasonably be required by the Collateral Agent (or arrangements satisfactory to the Collateral Agent for delivery thereof shall have been made);
(ii) evidence satisfactory to the Collateral Agent that Borrower has paid (A) The Administrative Agent to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each title policy and (B) all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Owned Real Property (other than property subject to the Clinton IDB and Ottawa IDB) in the appropriate real estate records;
(iii) legal opinions relating to the Mortgages described above with respect to the Owned Real Properties located in the states of California, Pennsylvania, Texas and Missouri, which opinions shall have received a Mortgage Amendment be in form and substance, and from counsel, reasonably satisfactory to each existing Mortgage the Collateral Agent;
(iv) evidence of flood insurance with respect to each Mortgaged PropertyOwned Real Property located in an area at high risk for flood in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, executed in form and delivered by a duly authorized officer of each party thereto.substance reasonably satisfactory to the Collateral Agent;
(Bv) [intentionally omitted.]current title reports dated within the last 30 days for the properties listed on Schedule 5.1(k)(v);
(Cvi) The Administrative ALTA mortgagee title insurance policies or unconditional signed commitments therefor including all endorsements reasonably required by the Collateral Agent shall have received in issued by one or more title companies reasonably satisfactory to the Collateral Agent with respect to (x) the properties listed on Schedule 5.1(k)(vi) and (y) each Owned Real Property the fair market value of each Mortgaged Property an endorsement which exceeds $2,000,000 to the extent that the Collateral Agent requires such a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be signed commitment therefor in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be its reasonable discretion in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount amounts not less than the outstanding principal amount fair market value of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or such other amount reasonably required by the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, Collateral Agent and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received a copy copies of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies otherwise referred to therein, all in clause form and substance reasonably satisfactory to the Collateral Agent; and
(Cvii) above updates of surveys reasonably acceptable to the Collateral Agent, for the properties listed on Schedule 5.1(k)(vii), certified to the Collateral Agent by a form of certification reasonably acceptable to the Collateral Agent and a copy of all other material documents affecting dated not more than 90 days prior to the Mortgaged PropertiesClosing Date.
Appears in 1 contract
Samples: Credit Agreement (Doane Pet Care Co)
Mortgages, etc. (A) The Administrative Agent shall have received received:
(i) a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.;
(Bii) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to Property, a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount reasonably satisfactory to the Administrative Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name the Administrative Agent for the benefit of the Lenders Secured Parties as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 Policy—1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.paid or will be paid concurrently with closing;
(Diii) If if reasonably requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later earlier than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.Board; and
(Eiv) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Cii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) The Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the "Title Insurance Company") shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Urban Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omittedthe lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, a legend relating the survey to said map.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount satisfactory to the Administrative Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed thereintherein and acceptable to the Administrative Agent; (4D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Samples: Credit Agreement (Jondex Corp)
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy By the date that is 45 days after the Closing Date (or policiesat such other time as is otherwise hereinafter provided), the Borrower shall deliver deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust substantially in the form of Exhibit I hereto (with such changes as may be required to account for local law matters) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be and otherwise in an amount form and substance reasonably satisfactory to the Administrative Agent; , covering the Properties together with each other mortgage delivered pursuant to Section 5.01(j), in each case as amended, the "Mortgages"), duly executed by the appropriate Loan Party, together with:
(2A) be issued at ordinary rates; (3) insure evidence, using commercially reasonable efforts that counterparts of the Mortgages have been duly recorded within five Business Days of the Effective Date in all filing or recording offices that the Mortgage insured thereby creates Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on such Mortgaged Property the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid,
(B) within five Business Days of the Effective Date, fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "Mortgage Policies") in form and substance, with endorsements and in amount acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the real property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, except as disclosed therein; excepting only Permitted Liens, and providing for such other affirmative insurance (4including endorsements for mechanics' and materialmen's Liens) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements coinsurance and affirmative coverage direct access reinsurance as the Administrative Agent may reasonably request deem necessary or desirable,
(C) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (7where applicable) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid., and dated a recent date acceptable to the Agent certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the real property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent,
(D) If requested by within five Business Days of the Effective Date, estoppel and consent agreements, using commercially reasonable efforts, in form and substance satisfactory to the Administrative Agent, executed by each of the Administrative Agent shall have received lessors of the leased real properties listed on Schedule 4.01(u) hereto, under the heading "Leasehold Properties" thereon, along with (1x) a policy memorandum of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written lease in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available recordable form with respect to such leasehold interest, executed and acknowledged by the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity owner of the Indebtedness secured affected real property, as lessor, or (y) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable, in the Administrative Agent's reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, or (z) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such Mortgage holder, in each case in form sufficient to give such constructive notice upon recordation and (2) confirmation that otherwise in form satisfactory to the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBAdministrative Agent.
(E) The evidence of the insurance required by the terms of the Mortgages, and
(F) within five Business Days of the Effective Date, such other consents, agreements and confirmations of lessors and third parties as the Administrative Agent shall have received a copy of all recorded documents referred to, may deem necessary or listed as exceptions to title in, the title policy or policies referred to in clause (C) above desirable and a copy of evidence that all other material documents affecting actions that the Mortgaged PropertiesAdministrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken.
(G) within five Business Days of the Effective Date, opinions of local counsel for the Loan Parties in states in which the Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings substantially in the form of Exhibit G hereto, and otherwise in form and substance satisfactory to the Administrative Agent.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Agent Representative shall have received, in form and substance reasonably satisfactory to it, releases of the collateral pledged pursuant to the Existing Financing Agreements;
(ii) The Representative shall have received a first priority Mortgage Amendment (or deed of trust or deed to each existing Mortgage secure debt, as applicable), substantially in the form attached hereto as Exhibit D, with respect to each of the Mortgaged Property, Properties constituting First Priority Collateral executed and delivered by a duly authorized officer of each the Company or Guarantor party thereto.
(Biii) [intentionally omittedThe Representative shall have received, and the title company issuing the policy referred to in clause (iv) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties which were delivered to the Representative by an independent professional licensed land surveyor reasonably satisfactory to the Representative and the Title Insurance Company or the Title Insurance Company shall have issued a “same-as-survey” endorsement based on an affidavit from the Company.]
(Civ) The Administrative Agent Representative shall have received in respect of each of the Mortgaged Property an endorsement to Properties a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for signed title commitment pursuant to a “New York” style real estate closing with the Title Insurance Company; each such insurance. Each such endorsement policy or commitment shall (1A) be in an amount satisfactory equal to an amount mutually agreeable by the Administrative AgentCompany and the Representative; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on priority lien and security interest in each such Mortgaged Property constituting First Priority Collateral, free and clear of all defects and encumbrances, except for those defects and encumbrances expressly permitted as disclosed thereina Permitted Exception; (4D) name the Administrative Agent Trustee for the benefit of the Lenders holders of the Securities as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Agent may Representative shall reasonably request request; and (7G) be issued by First American Title Insurance Company. The Administrative Agent title companies satisfactory to the Representative (including any such title companies acting as co-insurers or reinsurers, at the option of the Representative); the Representative shall have received evidence satisfactory to it that all premiums in respect of each such policypolicy or commitment, all charges for mortgage recording tax, tax and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(Ev) The Administrative Agent Representative shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, above and the title policy policies or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Collateral Agent shall have received a Mortgage Amendment modification to each existing Mortgage all Mortgages (as defined in the Original Credit Agreement) with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto, and duly recorded or registered in all applicable registry, land titles or other recording offices.
(B) [intentionally omitted.]
(Cii) The Administrative Collateral Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder endorsement for such insurancetitle insurance delivered in connection with the Original Credit Agreement, amended to reflect any Mortgage which has been changed, by way of amendment, amendment and restatement or otherwise since the Original Closing Date (collectively, the "Title Endorsements"). Each such endorsement Title Endorsement shall (1A) be in an amount satisfactory to the Administrative Collateral Agent; (2) be issued at ordinary rates; (3B) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; provided that such exceptions are acceptable to the Collateral Agent; (4C) name the Administrative Collateral Agent for the benefit of the Lenders applicable Secured Parties as the insured thereunder; (5D) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policiespolicies and, in the case of Mortgaged Property in the State of Michigan, Form 1992); (6E) contain such endorsements and affirmative coverage as the Administrative Collateral Agent may reasonably request and (7F) be issued by First American Title Insurance Companytitle companies satisfactory to the Collateral Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent). The Administrative Collateral Agent shall have received evidence satisfactory to it that all premiums in respect of each such policyTitle Policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Diii) If requested by the Administrative Agent, the Administrative The Collateral Agent shall have received with respect to properties situated in the United States (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company has Borrowers have received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Eiv) The Administrative Collateral Agent shall have received a copy of all recorded or registered documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Cii) above and a copy of all other material documents affecting the Mortgaged Properties, and shall be reasonably satisfied with the same.
Appears in 1 contract
Samples: Credit Agreement (Cedar Fair L P)
Mortgages, etc. (Ai) The [reserved].
(ii) With respect to each Mortgaged Property, the Administrative Agent shall have received a Mortgage Amendment applicable to each existing Mortgage with respect to each Mortgaged Propertysuch property, executed and delivered by a duly authorized officer of each party thereto. In any jurisdiction which requires the payment of mortgage recording tax, the maximum amount secured by any Mortgage shall be subject to the reasonable approval of the Administrative Agent, not to exceed the value of the property (together with improvements).
(Biii) [intentionally omitted.]
(C) The Administrative Agent shall have received in With respect of to each Mortgaged Property an endorsement to a mortgagee’s Property, ALTA mortgagee title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory policies issued by a title insurance company acceptable to the Administrative Agent; Agent with respect to such Mortgaged Property (2) be issued at ordinary rates; (3) insure or such amendments and endorsements to existing title policies with respect to such Mortgaged Property), assuring the Administrative Agent that the Mortgage insured thereby covering such real property creates a valid and enforceable first Lien priority mortgage lien on such Mortgaged Property real property, free and clear of all defects and encumbrancesencumbrances except Permitted Liens, except as disclosed therein; (4) name which title insurance policies shall otherwise be in form and substance satisfactory to the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain shall include such endorsements and affirmative coverage as are requested by the Administrative Agent may reasonably request (including ALTA 10.1 (date down), ALTA 11.2 (mortgage modification), ALTA 12 (aggregation/tie-in) and ALTA 14 (7future advance) be issued by First American Title Insurance Companyor state law equivalents, together with additional coverage added to the ALTA 11.2 as necessary). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. Notwithstanding the foregoing, with respect to any endorsements which Administrative Agent may reasonably request and which are charged as a percentage of the base title premium, the Administrative Agent will reasonably consider Borrowers’ reasonable requests for alternative and less expensive forms of assurance or protection or for the elimination of such request entirely.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any MortgageMortgage (except that flood insurance shall be required only with respect to such portions of such real property which are improved with buildings and improvements of a substantial nature which are material to the conduct of CHAR1\1969725v1CHAR1\1969725v3 the business presently being conducted thereon, or as to which the Administrative Agent is required by law to require such flood insurance), (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Parent has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Agent shall will have received a Mortgage Amendment to each existing Mortgage (or an amended and restated Mortgage) with respect to each Mortgaged Closing Date Property, executed and delivered by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(Cii) The Administrative Agent shall will have received in received, a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each parcel of each Improved Mortgaged Property an endorsement to (together with a mortgagee’s title insurance policy notice about special flood hazard area status and flood disaster assistance duly executed by the Loan Party relating thereto).
(or policiesiii) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall will have received (1A) a policy of flood insurance that (a1) covers any each parcel of improved real property Improved Mortgaged Property that is encumbered located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any Mortgage, successor agency) (bit being understood that such policy may cover such properties on a collective basis) and (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, less and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Eiv) The Mortgage encumbering each item of Closing Date Property shall have been duly recorded or filed (or arrangements for the recordation or filing thereof acceptable to the Administrative Agent shall have received been made) in the offices specified on Schedule 4.20 in accordance with applicable Requirements of Law, together with such financing statements and any other instruments necessary to grant a copy mortgage or deed of trust Lien and security interest upon each Closing Date Property constituting real property under applicable Requirements of Law, and the Borrower shall have provided (or shall have made arrangements to provide, acceptable to the Administrative Agent) to the Administrative Agent evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all recorded documents referred tocharges incurred in connection with the recordation of the Mortgages, including recording or listed as exceptions to filing and recording fees, documentary stamp taxes, mortgage taxes, intangibles taxes, reasonable attorneys’ fees, title ininsurance company coordination fees, and all other fees, charges, costs and expenses reasonably required for the recording of the Mortgages and such financing statements and other ancillary instruments, including, without limitation, the title policy or policies referred to in clause (C) execution and delivery by the Borrower and/or any applicable Group Member of customary affidavits, certificates, and other information for the payment of any of the above and a copy of all other material documents affecting the Mortgaged Propertiescharges.
Appears in 1 contract
Samples: Credit Agreement (Blueknight Energy Partners, L.P.)
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage received, (i) with respect to each parcel of real property set forth in Schedule 4.01(c)(i) (each, an “Initial Mortgaged Property”), executed and delivered by a duly authorized officer of each party thereto.
(A) an amendment to the relevant Existing Mortgage, (B) [intentionally omitted.]
a Flood Determination Form (defined below) and Evidence of Flood Insurance (defined below) (if applicable), and (C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s to, or replacement policy for, the ALTA loan title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be issued by Xxxxxxx Title Insurance Company insuring the lien of the relevant Existing Mortgage, each, in an amount form and substance reasonably satisfactory to the Administrative Agent; Agent (2) be issued at ordinary rates; (3) insure except to the extent the Agent has agreed in its reasonable discretion that the endorsement for the Elkton, Michigan property may be delivered within 30 days of the ARCA Effective Date), and (ii) with respect to each parcel of real property set forth in Schedule 4.01(c)(ii) (each, a “New Mortgaged Property”), each of the following, in form and substance reasonably satisfactory to the Agent:
(i) a Mortgage insured thereby creates on such property;
(ii) evidence that a counterpart of the Mortgage has been delivered to the applicable title insurance company for recording in the place necessary, in the Agent’s judgment, to create a valid and enforceable first priority Lien on such Mortgaged Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of itself and the Lenders as Lenders; provided that the insured thereunder; title insurance company has issued its title insurance policy to the Agent in a New York style closing;
(5iii) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be loan title policy issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, a title insurance company and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written reinsured in an amount not less than and by title insurance companies all reasonably satisfactory to the outstanding principal amount Agent;
(iv) an ALTA survey prepared and certified to the Agent by a surveyor reasonably acceptable to the Agent;
(v) an opinion of counsel in the state in which such Initial Mortgaged Property is located from counsel reasonably satisfactory to the Agent;
(vi) in order to comply with the National Flood Insurance Reform Act of 1994 and related legislation (including the regulations of the indebtedness secured by such Mortgage that is reasonably allocable Board of Governors of the Federal Reserve System) (“Flood Laws”), the following documents: (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if any improvements to such the applicable real property or the maximum limit of coverage made available with respect are located in a special flood hazard area, a notification to the particular type of property Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Act Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Borrower’s receipt of 1968, whichever is lessthe Borrower Notice, and (cD) has a term ending not later than if the maturity of Borrower Notice is required to be given and flood insurance is available in the Indebtedness secured by such Mortgage and (2) confirmation that community in which the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received property is located, a copy of all recorded documents referred toone of the following: the flood insurance policy, the borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or listed such other evidence of flood insurance reasonably satisfactory to the Administrative Agent (any of the foregoing being “Evidence of Flood Insurance”); and
(vii) such other information, documentation, and certifications as exceptions to title in, may be reasonably required by the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged PropertiesAgent.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Tower International, Inc.)
Mortgages, etc. The Company will not and will not permit any Restricted Subsidiary to create or permit to exist any lien, encumbrance, or security interest (Aincluding the charge upon assets purchased under a conditional sales agreement, purchase money mortgage, security agreement, or other title retention agreement) The Administrative Agent shall have received a Mortgage Amendment upon any of its assets, whether now owned or hereafter acquired, or assign or otherwise convey any right to each existing Mortgage with respect to each Mortgaged Propertyreceive income, executed and delivered by a duly authorized officer of each party thereto.except:
(Ba) [intentionally omitted.]liens for taxes, assessments, governmental charges and other obligations not yet due or which are being contested in good faith by appropriate proceedings and for which adequate reserves in conformity with GAAP have been set aside on the Company's books;
(Cb) The Administrative Agent shall have received other liens, encumbrances and security interests incidental to the conduct of its business or the ownership of its assets which were not incurred in respect connection with the borrowing of each Mortgaged money, and which do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; 72
(c) liens and security interests on assets of a Restricted Subsidiary to secure obligations of such Restricted Subsidiary to the Company or a Wholly Owned Restricted Subsidiary;
(d) liens and security interests existing on the date hereof which are (i) both (y) described in Exhibit 9.01(d) attached hereto and (z) reflected in the consolidated financial statements of the Company referred to in Section 6.02 and (ii) liens and security interests on Property an endorsement that were existing at the time of the acquisition thereof by the Company or any Restricted Subsidiary or placed thereon to secure a mortgagee’s title insurance policy portion of the purchase price thereof described in Exhibit 9.01(d);
(e) liens and security interests on Property acquired after the date hereof existing at the time of acquisition thereof by the Company or policiesany Restricted Subsidiary or placed thereon within one year of such acquisition to secure a portion of the purchase price thereof, provided that no such lien or security interest may encumber or cover any other Property of such Restricted Subsidiary, the Company or any other Restricted Subsidiary; and
(f) or marked up unconditional binder for such insurance. Each such endorsement shall other liens and security interests (1in addition to those permitted pursuant to Section 9.01(e)) be on Property of the Company and the Restricted Subsidiaries that secure Debt of the Company and the Restricted Subsidiaries in an amount satisfactory to which, when taken together with all other outstanding secured Debt incurred in reliance on this clause (f) and, without duplication, all outstanding Debt of Restricted Subsidiaries incurred in reliance on Section 9.07(b) ("Section 9.01(f) Debt"), does not at the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on time such Mortgaged Property free and clear lien or security interest comes into existence exceed 20% of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent Pro Forma EBITDA for the benefit four consecutive fiscal quarter period ended on the date of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required balance sheet most recently delivered pursuant to Section 208(e)(3) of Regulation H of the FRB.8.02; and
(Eg) The Administrative Agent shall have received a copy liens, encumbrances and security interests on shares of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy Capital Stock of all other material documents affecting the Mortgaged PropertiesUnrestricted Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Cox Radio Inc)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omittedthe lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount reasonably satisfactory to the Administrative Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If reasonably requested by the Administrative Agent, the Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrower has obtained (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Agent shall have --------------- received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the "Title Insurance Company") shall have ----------------------- received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omittedthe lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount reasonably satisfactory to the Administrative Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies), if available in the applicable jurisdictions; (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7G) be issued by First American Title Insurance Companytitle companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If reasonably requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (Aa) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage Amendment, substantially in the form of Exhibit B hereto, with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(Bb) [intentionally omitted.]
(C) The In respect of each existing policy of title insurance issued to the Administrative Agent shall have received in respect of each the Mortgaged Property Properties as of the Effective Date (the “Existing Title Policies”), an endorsement to a mortgagee’s title insurance policy or endorsements (or policiescollectively, the “Endorsements”) or marked up unconditional binder for the issuance of such insuranceEndorsements dated on or about the First Amendment Effective Date. Each such endorsement of the Endorsements shall modify the relevant Existing Title Policy to (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3A) insure that the each Mortgage (as amended) insured thereby creates continues to be a valid first Lien on such the relevant Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Section 8.3 and as disclosed therein; (4B) name the Administrative Agent for the benefit of the Lenders (as defined in the Guarantee and Collateral Agreement) as the insured thereunder; and (5C) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as substance reasonably satisfactory to the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance CompanyAgent. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policyof the Endorsements, and all charges for mortgage recording tax, tax and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) . The Administrative Agent shall have also received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies Endorsements referred to in clause (C) above this subsection and a copy of all other material documents affecting the Mortgaged PropertiesProperty encumbered by the Mortgages (as amended) as shall have been reasonably requested by the Administrative Agent.
(c) The Administrative Agent shall have received an Aircraft Mortgage Amendment, substantially in the form of Exhibit C hereto, with respect to the Aircraft Mortgage, executed and delivered by a duly authorized officer of each party thereto.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each owned Mortgaged PropertyProperty set forth on Schedule 1.1, executed and delivered by a duly authorized officer of each party thereto.
(Bii) [intentionally omittedThe Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the "Title Insurance Company") shall have received, any maps or plats of an as-built survey of the sites of the owned Mortgaged Properties set forth on Schedule 1.1 currently in the Borrower's possession.]
(Ciii) The Administrative Agent shall have received in respect of each owned Mortgaged Property an endorsement to set forth on Schedule 1.1 a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount reasonably satisfactory to the Administrative Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such owned Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name the Administrative Agent for the benefit of the Lenders Secured Parties as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policiessuch other form reasonably acceptable to the Administrative Agent); (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request request; and (7G) be issued by First American Title Insurance Companytitle companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the The Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any MortgageMortgage in respect of each owned Mortgaged Property set forth on Schedule 1.1, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the owned Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (A) The Administrative Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent shall have received with a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged PropertyMaterial Real Property that is the subject of a notice delivered pursuant to Section 6.11(b)(i), executed within one hundred five days of the formation, acquisition or designation that triggered the requirement to give such notice (or such longer period as the Administrative Agent may agree in its sole discretion), together with:
(A) evidence that counterparts of such Mortgage have been duly executed, acknowledged and delivered by and are in a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received form suitable for filing or recording in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (all filing or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure recording offices that the Mortgage insured thereby creates Collateral Agent may deem reasonably necessary or desirable in order to create a valid first and subsisting perfected Lien on such Mortgaged Material Real Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Collateral Agent for the benefit of the Lenders Secured Parties and that all filing and recording taxes and fees have been paid or are otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(B) fully paid Mortgage Policies or signed commitments in respect thereof together with such affidavits, certificates, and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the insured thereunder; title insurance company to issue the Mortgage Policies and endorsements contemplated above and evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage;
(5C) customary opinions of local counsel for such Loan Party in the state in which such Material Real Property is located, with respect to the enforceability of the Mortgage and any related fixture filings and, where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, an opinion regarding the due authorization, execution and delivery of such Mortgage, and in each case, such other matters as may be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as substance reasonably satisfactory to the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.Agent;
(D) If an ALTA survey or existing survey together with a no change affidavit of such Mortgaged Property, sufficient for the title insurance company to remove the standard survey exception and issue related endorsements and otherwise reasonably satisfactory to the Administrative Agent (if reasonably requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.); and
(E) The Administrative Agent shall have received a copy Flood Insurance Certificate and in the event any Mortgaged Property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be located in special flood hazard area, a duly executed notice about special flood hazard area status and flood disaster assistance and evidence of all recorded documents referred to, or listed as exceptions flood insurance to title in, the title policy or policies referred extent required under Section 6.07(b) hereof; provided that each of the parties hereto acknowledges and agree that such Flood Insurance Certificate will be delivered prior to in clause (C) above the date on which any such Mortgage is executed and a copy of all other material documents affecting the Mortgaged Propertiesdelivered pursuant to this Section 6.11(b).
Appears in 1 contract
Samples: First Lien Credit Agreement (Authentic Brands Group Inc.)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party theretothereto and duly acknowledged, and otherwise in form for recording or filing in the recording or filing office of the applicable governmental subdivision where such Mortgaged Property is located, together with (i) such other certificates, affidavits, questionnaires or returns as shall be required under any applicable laws in connection with the recording or filing thereof to create a mortgage Lien under applicable laws, and (ii) such financing statements and any other instruments necessary pursuant to applicable laws to grant a mortgage Lien under the laws of the jurisdiction where the applicable Mortgaged Property is located, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent.
(Bii) [intentionally omittedThe Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that each Mortgaged Property is in compliance with all applicable zoning requirements (including, without limitation, a zoning report and a zoning consultant’s report reasonably satisfactory to the Administrative Agent).]
(Ciii) The Administrative Agent shall have received, and the title insurance company issuing the policies or binders referred to in clause (iv) below (the “Title Insurance Company”) shall have received, the most recent available existing surveys or maps of the Parks and all portions of the Mortgaged Properties material to the Business, which surveys shall be (x) sufficient to enable the Title Insurance Company to remove the standard survey exception from (or to issue a survey deletion endorsement to) the title insurance policy or binder in respect of each Mortgaged Property and (y) otherwise reasonably acceptable to the Administrative Agent.
(iv) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each , together with such endorsement endorsements as the Administrative Agent shall reasonably request (1) be including, without limitation, a “tie-in” or “cluster” endorsement, if applicable and available under applicable laws), in each case in form and substance, and in an amount amount, reasonably satisfactory to the Administrative Agent; , together with such affidavits, certificates, information (2including financial data) and instruments of indemnification as shall be issued at ordinary rates; (3) insure that required to induce the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American applicable Title Insurance CompanyCompany to issue the title insurance policy or policies and endorsements as contemplated above. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, policy and all related expenses (including, without limitation, any filing, documentary, stamp, intangible and mortgage recording taxes, fees, charges, costs and expenses), if any, have been paidpaid by Borrower.
(Dv) If requested by the Administrative Agent, the The Administrative Agent shall have received (1A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall be addressed to the Administrative Agent for the benefit of the Lenders, be completed by a company which has guaranteed the accuracy of the information contained therein and otherwise comply with the Flood Program; (B) with respect to any Mortgaged Property which is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount compliance with all applicable regulations of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, Program and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2C) confirmation if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, Borrower’s written acknowledgment that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Evi) The Administrative Agent shall have received a legible copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Civ) above and a copy of all other material documents affecting the Mortgaged Properties.
(vii) The Administrative Agent shall have received a collateral assignment of mortgage executed and delivered by a duly authorized officer of Stuart Amusement Company and duly acknowledged, in form and substance reasonably satisfactory to the Administrative Agent and otherwise in form for recording or filing in the recording or filing office of the applicable governmental subdivision where the applicable Real Property is located, with respect to each of (x) the mortgage from 1762 LLC in favor Stuart Amusement Company dated July 8, 1998 and (y) the mortgage from Xxxx X. Xxxx and Xxxxxx Xxx Xxxx, Trustees of the Xxxx Family Trust in favor of Stuart Amusement Company dated September 4, 1998.
Appears in 1 contract
Mortgages, etc. (i) Immediately prior to the Closing, the transactions contemplated by the Agency Assignment shall have been consummated, and the Existing Credit Agreement Agent, in accordance with the terms of the Agency Assignment, shall have (A) The assigned to the Administrative Agent the mortgages in favor of the Existing Credit Agreement Agent covering the Mortgaged Properties located in Illinois and Ohio in effect prior to the Closing Date and (B) assigned the obligations under the Existing Credit Agreement to the Administrative Agent in the manner provided under an Act of Assignment and Notarial Endorsement governed by Louisiana law.
(ii) With respect to each Mortgaged Property, the Administrative Agent shall have received a the Mortgage Amendment applicable to each existing Mortgage with respect to each Mortgaged Propertysuch property listed on Part A of Schedule 1.1C, executed and delivered by a duly authorized officer of each party thereto. In any jurisdiction which requires the payment of mortgage recording tax, the maximum amount secured by any Mortgage shall be subject to the reasonable approval of the Administrative Agent, not to exceed the value of the property (together with improvements).
(Biii) [intentionally omitted.]
(C) The Administrative With respect to each Mortgaged Property, the existing title policies applicable to such Mortgaged Property that were provided by the Title Insurance Company to the Existing Credit Agreement Agent and identified on Part B of Schedule 1.1C shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory been assigned and endorsed to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that Agent and the Mortgage insured thereby creates a valid first Lien on following additional endorsements provided, along with such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such other endorsements and affirmative coverage as the Administrative Agent may reasonably request (and which endorsements shall indicate that, since the date of such existing title policies, there has been no change in the status of title and there are no other exceptions not heretofore approved by the Existing Credit Agreement Agent or the Administrative Agent): ALTA 10.1 (7date down), ALTA 11.2 (mortgage modification), ALTA 12 (aggregation/tie-in) be issued by First American Title Insurance Companyand ALTA 14 (future advance) or state law equivalents, together with additional coverage added to the ALTA 11.2 as necessary (the foregoing, individually, a “Policy” and collectively, the “Policies”). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policyPolicy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. Notwithstanding the foregoing, with respect to any endorsements which Administrative Agent may reasonably request and which are charged as a percentage of the base title premium, the Administrative Agent will reasonably consider Borrowers’ reasonable requests for alternative and less expensive forms of assurance or protection or for the elimination of such request entirely.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any MortgageMortgage (except that flood insurance shall be required only with respect to such portions of such real property which are improved with buildings and improvements of a substantial nature which are material to the conduct of the business presently being conducted thereon, or as to which the Administrative Agent is required by law to require such flood insurance), (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company MLP has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(Bii) [intentionally omittedIf requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a binding pro forma mortgagee’s title insurance policy (or policies) or marked marked-up unconditional binder for commitment to issue such insurance. Each such endorsement shall (1) be , in an amount each case in form and substance reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any MortgageMortgage and located in a special flood hazard area, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property, the fair market value of such real property as reasonable determined by Borrower or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, as amended, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard with respect to any parcel of improved real property that is encumbered by any Mortgage and located in a special flood hazard area.
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii)) above and a copy of all other material documents affecting the Mortgaged Propertiesabove.
Appears in 1 contract
Samples: Credit Agreement (Lear Corp)
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(b)(i), in each case within ninety days of or the event that triggered the requirement to give such notice (or, in each case, such longer period as the Administrative Agent may agree in its sole discretion) together with:
(A) evidence that counterparts of such Mortgage have been duly executed, acknowledged and delivered and are in a form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create a valid and enforceable perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or are otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; provided that to the extent any Material Real Property to be subject to a Mortgage is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar recording fees or taxes, the relevant Mortgage shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in not secure an amount not less than the outstanding principal amount in excess of the indebtedness secured by fair market value of such property subject thereto;
(B) fully paid Mortgage that Policies or signed commitments in respect thereof together with such affidavits, certificates, and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the title insurance company to issue the Mortgage Policies and endorsements contemplated above and evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage;
(C) customary opinions of local counsel for such Loan Party in the state in which such Material Real Property is reasonably allocable to such real property or the maximum limit of coverage made available located, with respect to the particular type enforceability of property under the National Flood Insurance Act Mortgage and any related fixture filings and, where the applicable Loan Party granting the Mortgage on said Mortgaged Property is incorporated and/or organized, an opinion regarding the due authorization, execution and delivery of 1968, whichever is lesssuch Mortgage, and in each case, such other matters as may be reasonably requested by the Administrative Agent;
(cD) has an ALTA survey or existing survey together with a term ending not later than no change affidavit of such Mortgaged Property, sufficient for the maturity of title insurance company to remove the Indebtedness secured standard |US-DOCS\156126645.2|| survey exception and issue survey-related endorsements and otherwise reasonably satisfactory to the Administrative Agent (if reasonably requested by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.Administrative Agent); and
(E) The a completed “life of loan” Federal Emergency Management Agency standard flood hazard determination; provided that without limiting the obligations set forth above, the Administrative Agent shall have received and the Collateral Agent will consult in good faith with the Borrower to reduce any stamp, filing or similar taxes imposed as a copy result of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to actions described in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.foregoing provisions;
Appears in 1 contract
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage received, (i) with respect to each parcel of real property set forth in Schedule 4.01(c)(i) (each, an “Initial Mortgaged Property”), executed and delivered by a duly authorized officer of each party thereto.
(A) an amendment to the relevant existing Mortgage, (B) [intentionally omitted.]
a Flood Determination Form (defined below) and Evidence of Flood Insurance (defined below) (if applicable), (C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s to, or replacement policy for, the ALTA loan title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be issued by Sxxxxxx Title Insurance Company insuring the lien of the relevant existing Mortgage, each, in an amount form and substance reasonably satisfactory to the Administrative Agent, (D) an opinion of counsel in the state in which such Initial Mortgaged Property is located from counsel reasonably satisfactory to the Agent and (E) a subordination confirmation from Citibank, N.A., as representative with respective to the Term Loan Facility Agreement; and (2ii) be issued at ordinary rates; with respect to each parcel of real property set forth in Schedule 4.01(c)(ii) (3each, a “New Mortgaged Property”), each of the following, in form and substance reasonably satisfactory to the Agent:
(i) insure a Mortgage on such property;
(ii) evidence that a counterpart of the Mortgage insured thereby creates has been delivered to the applicable title insurance company for recording in the place necessary, in the Agent’s judgment, to create a valid and enforceable first priority Lien on such Mortgaged Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of itself and the Lenders as Lenders; provided that the insured thereunder; title insurance company has issued its title insurance policy to the Agent in a New York style closing;
(5iii) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be loan title policy issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, a title insurance company and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written reinsured in an amount not less than and by title insurance companies all reasonably satisfactory to the outstanding principal amount Agent;
(iv) an ALTA survey prepared and certified to the Agent by a surveyor reasonably acceptable to the Agent or otherwise sufficient for the title insurance company to omit the survey exception from the ALTA loan title policy;
(v) an opinion of counsel in the state in which such New Mortgaged Property is located from counsel reasonably satisfactory to the Agent;
(vi) in order to comply with the National Flood Insurance Reform Act of 1994 and related legislation (including the regulations of the indebtedness secured by such Mortgage that is reasonably allocable Board of Governors of the Federal Reserve System) (“Flood Laws”), the following documents: (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if any improvements to such the applicable real property or the maximum limit of coverage made available with respect are located in a special flood hazard area, a notification to the particular type of property Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Act Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Borrower’s receipt of 1968, whichever is lessthe Borrower Notice, and (cD) has a term ending not later than if the maturity of Borrower Notice is required to be given and flood insurance is available in the Indebtedness secured by such Mortgage and (2) confirmation that community in which the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received property is located, a copy of all recorded documents referred toone of the following: the flood insurance policy, the borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or listed such other evidence of flood insurance reasonably satisfactory to the Agent (any of the foregoing being “Evidence of Flood Insurance”); and
(vii) such other information, documentation, and certifications as exceptions to title inmay be reasonably required by the Agent. Notwithstanding the foregoing, the title policy or policies referred documents required to satisfy the condition in clause Section 4.01(c) hereof may be delivered to the Agent within sixty (C60) above and a copy days of all other material documents affecting the Mortgaged PropertiesARCA Effective Date.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Tower International, Inc.)
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage received, (i) with respect to each parcel of real property set forth in Schedule 4.01(c)(i) (each, an “Initial Mortgaged Property”) other than the Initial Mortgaged Property located in Wxxxx County, executed and delivered by a duly authorized officer of each party thereto.
Michigan, (A) an amendment to the relevant existing Mortgage, (B) [intentionally omitted.]
a Flood Determination Form (defined below) and Evidence of Flood Insurance (defined below) (if applicable), and (C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s to, or replacement policy for, the ALTA loan title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be issued by Sxxxxxx Title Insurance Company insuring the lien of the relevant existing Mortgage, each, in an amount form and substance reasonably satisfactory to the Administrative Agent; provided that if the Initial Mortgaged Property located in Wxxxx County, Michigan is not sold to a Person other than a Loan Party or an Affiliate of a Loan Party within 90 days of the ARCA Effective Date, the Agent shall receive the documents required under this Section 4.01(c)(i), and (2ii) be issued at ordinary rates; with respect to each parcel of real property set forth in Schedule 4.01(c)(ii) (3each, a “New Mortgaged Property”), each of the following, in form and substance reasonably satisfactory to the Agent:
(i) insure a Mortgage on such property;
(ii) evidence that a counterpart of the Mortgage insured thereby creates has been delivered to the applicable title insurance company for recording in the place necessary, in the Agent’s judgment, to create a valid and enforceable first priority Lien on such Mortgaged Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of itself and the Lenders as Lenders; provided that the insured thereunder; title insurance company has issued its title insurance policy to the Agent in a New York style closing;
(5iii) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be loan title policy issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, a title insurance company and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written reinsured in an amount not less than and by title insurance companies all reasonably satisfactory to the outstanding principal amount Agent;
(iv) an ALTA survey prepared and certified to the Agent by a surveyor reasonably acceptable to the Agent or otherwise sufficient for the title insurance company to omit the survey exception from the ALTA loan title policy;
(v) an opinion of counsel in the state in which such Initial Mortgaged Property is located from counsel reasonably satisfactory to the Agent;
(vi) in order to comply with the National Flood Insurance Reform Act of 1994 and related legislation (including the regulations of the indebtedness secured by such Mortgage that is reasonably allocable Board of Governors of the Federal Reserve System) (“Flood Laws”), the following documents: (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if any improvements to such the applicable real property or the maximum limit of coverage made available with respect are located in a special flood hazard area, a notification to the particular type of property Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Act Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Borrower’s receipt of 1968, whichever is lessthe Borrower Notice, and (cD) has a term ending not later than if the maturity of Borrower Notice is required to be given and flood insurance is available in the Indebtedness secured by such Mortgage and (2) confirmation that community in which the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received property is located, a copy of all recorded documents referred toone of the following: the flood insurance policy, the borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or listed such other evidence of flood insurance reasonably satisfactory to the Agent (any of the foregoing being “Evidence of Flood Insurance”); and
(vii) such other information, documentation, and certifications as exceptions to title in, may be reasonably required by the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged PropertiesAgent.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Tower International, Inc.)
Mortgages, etc. (A) The Administrative Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent shall have received with a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged PropertyMaterial Real Property that is the subject of a notice delivered pursuant to Section 6.11(b)(i), executed within ninety days (or such longer period as the Required Lenders may agree in their reasonable discretion) of the event that triggered the requirement to give such notice, together with:
(A) evidence that counterparts of such Mortgage have been duly executed, acknowledged and delivered by and are in a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received form suitable for filing or recording in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (all filing or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure recording offices that the Mortgage insured thereby creates Collateral Agent or Required Lenders may deem reasonably necessary or desirable in order to create a valid first and subsisting perfected Lien (subject to Permitted Liens) on such Mortgaged Material Real Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Collateral Agent for the benefit of the Lenders as Secured Parties and that all filing and recording taxes and fees have been paid or are otherwise provided for in a manner reasonably satisfactory to the insured thereunderCollateral Agent or Required Lenders; it being agreed that the amount of Obligations secured by any such mortgage will not be required to exceed the fair market value of the Material Real Property subject thereto if (5and only to the extent) be the Borrower reasonably determines in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 good faith that such a limitation is reasonably likely to reduce any applicable tax obligations incurred in connection with such Mortgage and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as notifies the Administrative Agent may reasonably request and in writing of the same prior to the date such Mortgage is entered into;
(7B) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums fully paid Mortgage Policies or signed commitments in respect of each thereof together with such policyaffidavits, all charges for mortgage recording taxcertificates, and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the title insurance company to issue the Mortgage Policies and endorsements contemplated above and evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage;
(C) customary opinions of local counsel for such Loan Party in the state in which such Material Real Property is located, with respect to the enforceability of the Mortgage and any related expensesfixture filings and, if anywhere the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, have been paid.an opinion regarding the due authorization, execution and delivery of such Mortgage;
(D) If an ALTA survey or existing survey together with a no change affidavit of such Mortgaged Property, sufficient for the title insurance company to remove the standard survey exception and issue related endorsements (if reasonably requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.Required Lenders); and
(E) The Administrative Agent a Flood Insurance Certificate, provided, however, that in the event any such property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be located in special flood hazard area, that property shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above be excluded and a copy of all other material documents affecting the Mortgaged Propertiesany mortgages thereon shall be released.
Appears in 1 contract
Mortgages, etc. (A) The Administrative Agent Loan Parties shall have received a Mortgage Amendment delivered to each existing Mortgage the US Collateral Agent, with respect to each Mortgaged PropertyProperty subject to an Existing Mortgage pursuant to the Existing Credit Agreement, executed each of the following, in form and delivered by a duly authorized officer of each party thereto.substance reasonably satisfactory to the Administrative Agent:
(Bi) [intentionally omitted.]an amendment to the Existing Mortgage covering such parcel of real property in form and substance reasonably satisfactory to the Administrative Agent;
(C1) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a ALTA or other mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each Mortgaged Property, together with such endorsement shall (1) endorsements thereto as may be in an amount satisfactory to required by the Administrative Agent; US Collateral Agent or (2) be a “date-down” endorsement to (or modification of) the existing title insurance policy for such parcel of Mortgaged Property issued at ordinary rates; by the title company that issued such existing title insurance policy, which endorsement (3or modification) insure shall update the effective date of such existing title insurance policy and amend the description of the insured Existing Mortgage to include the amendment to such Existing Mortgage;
(iii) evidence that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that Company has paid all premiums in respect of each the endorsement to the existing title policy for such policyMortgaged Property, as well as all charges for mortgage recording taxtaxes and mortgage filing fees payable in connection with the recording of the amendment to the Existing Mortgage covering such parcel of Mortgaged Property, and all related expenses, if any, have been paid.;
(Div) If requested by an opinion of counsel in the state in which such parcel of real property is located in form and substance and from counsel reasonably satisfactory to the Administrative Agent, the Administrative Agent shall have received ; and
(v) (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Mortgaged Property (together with, if required, a notice about special flood hazard area status and flood disaster assistance duly executed by the particular type Company or the applicable Loan Party in the event any such Mortgaged Property is located in a special flood hazard area) and (2) if any portion of property such Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 19681968 (now or as hereafter in effect or any successor act thereto), whichever is less(a) flood insurance with a financially sound and reputable insurer, in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (civ) has a term ending not later than the maturity Flood Insurance Reform Act of the Indebtedness secured by 2004 as now or hereafter in effect or any successor statute thereto (any such Mortgage insurance “Flood Insurance”) and (2b) confirmation that evidence of such insurance in form and substance reasonably acceptable to the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBAdministrative Agent.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Samples: Credit Agreement (Claiborne Liz Inc)
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage received, with respect to each Mortgaged Property, executed and delivered by a duly authorized officer parcel of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement real property which is required to be subject to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be Lien in an amount favor of the Administrative Agent, each of the following, in form and substance reasonably satisfactory to the Administrative Agent; :
(2i) be issued at ordinary rates; a Mortgage on such property;
(3ii) insure evidence that a counterpart of the Mortgage insured thereby creates has been recorded in the place necessary, in the Administrative Agent’s judgment, to create a valid and enforceable first priority Lien on such Mortgaged Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of itself, the Lenders as and the insured thereunderother Secured Parties; Table of Contents
(5iii) ALTA or other mortgagee’s title policy;
(iv) an ALTA survey prepared and certified to the Administrative Agent by a surveyor acceptable to the Administrative Agent;
(v) an opinion of counsel in the state in which such parcel of real property is located in form and substance and from counsel reasonably satisfactory to the Administrative Agent;
(vi) if any such parcel of real property is determined by the Administrative Agent to be in a flood zone, a flood notification form signed by the Borrower Representative and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Administrative Agent;
(vii) a current appraisal of ALTA Loan Policy - 1970 the real property prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisal to be in form and substance satisfactory to the Administrative Agent;
(Amended 10/17/70 viii) an environmental assessment of the real property prepared by an environmental engineer reasonably acceptable to the Administrative Agent, and 10/17/84) (accompanied by such reports, certificates, studies or equivalent policies); (6) contain such endorsements and affirmative coverage data as the Administrative Agent may reasonably request require, all in form and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence substance satisfactory to it that all premiums in respect of each the Administrative Agent; and
(ix) such policyother information, all charges for mortgage recording taxdocumentation, and all related expenses, if any, have been paid.
(D) If requested certifications as may be reasonably required by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If the Collateral includes mortgages on land parcels (or interests therein) either (A) the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company or (B), the Administrative Agent shall have received in respect of each land parcel (or interests therein) [intentionally omittedthe related public offering statement covering the land parcel and any interests therein.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be , in an amount each case in form and substance, and containing coverages, satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If requested by the Administrative AgentMortgage covers any improved land parcel that is located in a Flood Area, the Administrative Agent shall have received (1A) a policy of certificate confirming flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount and on terms that are in compliance with Section 6.6(e) of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, this Agreement and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3208.25(i) of Regulation H of the FRBBoard.
(Ev) The Borrower shall have made available at its offices to the Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Samples: Credit Agreement (Marriott Vacations Worldwide Corp)
Mortgages, etc. (A) The Furnish to the Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party theretothereto within 45 days after the Closing Date, or up to 90 days after the Closing Date if agreed by the Administrative Agent, and do the following in connection therewith:
(a) If requested by the Administrative Agent, the Administrative Agent shall receive, and the title insurance company issuing the policy referred to in clause (c) below (the "Title Insurance Company") shall receive, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (i) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (ii) the lines of streets abutting the sites and width thereof; (iii) all access and other easements appurtenant to the sites; (iv) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; (vi) if the site is described as being on a filed map, a legend relating the survey to said map; and (vii) the flood zone designations, if any, in which the Mortgaged Properties are located.
(B) [intentionally omitted.]
(Cb) The Administrative Agent shall have received receive in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1i) be in an amount satisfactory to the Administrative Agent; (2ii) be issued at ordinary rates; (3iii) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4iv) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5v) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6vi) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7vii) be issued by First American Title Insurance Companytitle companies satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received receive evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Dc) If requested by the Administrative Agent, the Administrative Agent shall have received receive (1i) a policy of flood insurance that (aA) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage and is in a designated flood zone (bB) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (cC) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2ii) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ed) The Administrative Agent shall have received receive a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause paragraph (Cc) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (Aa) The Within 60 days after the Closing Date, the Administrative Agent shall have received a Mortgage Amendment to the Mortgages covering each existing Mortgage with respect to each of the Mortgaged PropertyProperties owned by any Loan Party, executed and delivered by a duly authorized officer of each party theretosuch Loan Party.
(Bb) [intentionally omittedIf requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company.]
(Cc) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be , in an amount each case in form and substance reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Dd) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Ee) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (A) The Administrative Borrowers will, or will cause the applicable Loan Party to, provide the Collateral Agent shall have received with a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged PropertyMaterial Real Property that is the subject of a notice delivered pursuant to Section 6.11(b)(i), executed within ninety days (or such longer period as the Administrative Agent may agree in its reasonable discretion) of the event that triggered the requirement to give such notice, together with:
(A) evidence that counterparts of such Mortgage have been duly executed, acknowledged and delivered by and are in a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received form suitable for filing or recording in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (all filing or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure recording offices that the Mortgage insured thereby creates Collateral Agent may deem reasonably necessary or desirable in order to create a valid first and subsisting perfected mortgage Lien (subject to Permitted Liens) on such Mortgaged Material Real Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Collateral Agent for the benefit of the Lenders Secured Parties and that all filing and recording taxes and fees have been paid or are otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(B) fully paid Mortgage Policies or signed commitments in respect thereof together with such affidavits, certificates, and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the insured thereunder; title insurance company to issue the Mortgage Policies and endorsements contemplated above and evidence of payment of title insurance premiums and expenses and all recording, mortgage, transfer and stamp taxes and fees payable in connection with recording the Mortgage;
(5C) be customary opinions of local counsel for such Loan Party in the form state or province in which such Material Real Property is located, with respect to the enforceability of ALTA the Mortgage and any related fixture filings and, in the state or province where the applicable Loan Policy - 1970 (Amended 10/17/70 Party granting the Mortgage on said Mortgaged Property is organized, an opinion regarding the due authorization, execution and 10/17/84) (or equivalent policies); (6) contain delivery of such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.Mortgage;
(D) If requested by a survey or such survey alternatives (including, without limitation, an express map) which is sufficient for such title insurance company to omit an exception to each title policy the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable standard printed survey exception relating to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever Material Real Property and issue such endorsements for which a survey is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.typically required; and
(E) The Administrative Agent a Flood Insurance Certificate, provided, however, that in the event any such property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be located in a special flood hazard area, that property shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above be excluded and a copy of all other material documents affecting the Mortgaged Propertiesany Mortgages thereon shall be released.
Appears in 1 contract
Mortgages, etc. Within 90 days after the Closing Date (A) The or such later date as the Administrative Agent shall have received a Mortgage Amendment may specify in its sole discretion), execute and deliver, or cause to each existing Mortgage with respect to each Mortgaged Property, be executed and delivered by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The delivered, to the Administrative Agent shall have received Agent, Mortgages, in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount form and substance reasonably satisfactory to the Administrative Agent; Agent and its counsel, covering the Mortgaged Properties listed on Schedule 1.1D hereto, duly executed by the appropriate Loan Party, together with:
(2a) be issued at ordinary rates; (3) insure evidence that the Mortgage insured thereby creates Mortgages have been duly recorded in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first second (subject only to Liens permitted under Section 8.3) and subsisting Lien on such Mortgaged Property free and clear the property described therein in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as Secured Parties and that all filing and recording taxes and fees have been paid;
(b) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (or the insured thereunder; (5) be most similar form available in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 jurisdiction in which such real property is located and 10/17/84reasonably acceptable to the Administrative Agent) (or equivalent policies); counter-signed markups or pro formas of the same) (6the “Mortgage Policies”) contain such in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent (including, without limitation, the omission by the title company of the standard exceptions for matters relating to surveys), issued by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid second and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens permitted under Section 8.3, and providing for such other affirmative coverage insurance (including endorsements for mechanics’ and materialmen’s Liens) as the Administrative Agent may reasonably request deem necessary or desirable;
(c) evidence of the insurance required by the terms of this Agreement with respect to the properties covered by the Mortgages;
(d) favorable opinions of local counsel to the Loan Parties in states in which the Mortgaged Properties are located and (7) be issued by First American Title Insurance Company. The the Loan Parties are organized, in form and substance satisfactory to the Administrative Agent shall have received (including that the relevant mortgagor is validly existing and in good standing, corporate power, due authorization, execution and delivery, no conflicts and no consents); and
(e) such other consents, agreements and confirmations of lessors and third parties as the Administrative Agent may deem necessary or desirable, and evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If other actions reasonably requested by the Administrative Agent, Agent that are necessary in order to create valid second (subject only to Liens permitted under Section 8.3) and subsisting Liens on the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written described in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) Mortgages has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBbeen taken.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Roundy's Parent Company, Inc.)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If reasonably requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in Section 5.1(m)(iii) (the "Title Insurance Company") shall have received, maps or plats of an as-built survey of the 56 51 sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omittedthe lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located; provided, that any of the foregoing items so requested by the Administrative Agent may be delivered after the Closing Date subject to compliance with Section 6.10(e).]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1A) be in an amount reasonably satisfactory to the Administrative Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies)) to the extent available in the applicable jurisdictions; (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request to the extent available in the applicable jurisdictions; and (7G) be issued by First American Title Insurance Companytitle companies satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(Div) If reasonably requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that which (a1) covers any parcel of improved real property that which is encumbered by any Mortgage, (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that which is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard; provided, that any of the foregoing items so requested by 57 52 the Administrative Agent may be delivered after the Closing Date subject to compliance with Section 6.10(e).
(Ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title intitle, in the title policy or policies referred to in clause (CSection 5.1(k)(iii) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Samples: Credit Agreement (Campfire Inc)
Mortgages, etc. (Ai) The Administrative Agent shall have received a Mortgage Amendment modifications (the “Modifications”) to each existing Mortgage all Mortgages (as defined in the Original Credit Agreement) with respect to each Mortgaged PropertyProperty listed on Schedule 1.1(b), executed and delivered by a duly authorized officer of each party theretothereto in recordable form in the applicable state in which such Mortgaged Property is located, subject to landlord consent for leased Mortgaged Properties if such consent is required under the terms of the applicable lease.
(B) [intentionally omitted.]
(Cii) The Administrative Agent shall have received in respect of each owned Mortgaged Property an endorsement listed on Schedule 1.1(b) (it being understood that no endorsements to a mortgagee’s mortgagee title insurance policy (or policiespolicies shall be required for any of the leased Mortgaged Properties) endorsements to mortgagee title insurance policies or marked up unconditional binder commitment or proforma for such insuranceinsurance delivered in connection with the Original Credit Agreement. Each such endorsement shall (1A) be in an amount reasonably satisfactory to the Administrative Agent; (2B) be issued at ordinary rates; (3C) insure that the Mortgage (as modified by the applicable Modification) insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, Liens except as disclosed thereinpermitted by Section 8.3; (4D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5E) be in the form of the 2006 ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies)) with gap coverage from the mortgagor through the date of recording; (6F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and request, (7G) be issued by First American Title Insurance Companytitle companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent) and (H) be subject to the title insurance company’s standard survey exceptions. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such endorsement to any such policy, all charges for mortgage Modification recording tax, and all related expenses, if any, have been paid.
(Diii) If requested by the Administrative Agent, the The Administrative Agent shall have received (1A)(1) a policy of flood insurance that for each Mortgaged Property located in a federally recognized flood zone, which policy shall (ax) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is be written in an amount not less than the outstanding principal amount of the indebtedness Indebtedness secured by such Mortgage that is reasonably allocable to such owned real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (cy) has have a term ending not later than the latest maturity of the Indebtedness secured by such Mortgage or (2) flood certificates reasonably satisfactory to the Administrative Agent showing that the improvements located on the Mortgaged Properties are not located in “special flood hazard areas” as designated by the U.S. Federal Emergency Management Agency and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(Eiv) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Propertiesabove.
Appears in 1 contract
Samples: Credit Agreement (Protection One Alarm Monitoring Inc)
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage received, with respect to each Mortgaged Property, executed each of the following, in form and delivered by substance reasonably satisfactory to the Agent:
(A) (x) in the case of Mortgaged Property constituting Additional Collateral, a duly authorized officer Mortgage on such property or (y) in the case of Mortgaged Property constituting Existing Collateral, an amendment to the applicable Existing Mortgage, in each party thereto.case in form and substance reasonably satisfactory to the Agent;
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect evidence that a counterpart of each Mortgaged Property an endorsement the Mortgage or the amendment to a mortgagee’s title insurance policy (the Existing Mortgage, as applicable, has been recorded or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount delivered to the appropriate Title Insurance Company subject to arrangements reasonably satisfactory to the Administrative Agent for recording promptly following the closing hereunder, in each case, in the place necessary, in the Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates ’s reasonable judgment, to create a valid and enforceable first priority Lien on such Mortgaged Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of itself and the Lenders as Secured Parties;
(C) (x) in the case of Mortgaged Property constituting Additional Collateral, ALTA or other mortgagee’s title policy or (y) in the case of Mortgaged Property constituting Existing Collateral, a “date-down” endorsement to the existing title policy, which shall amend the description therein of the insured thereunder; (5) be Existing Mortgage to include the amendment to the Existing Mortgage, in the each case in form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may substance reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.the Agent;
(D) If requested by an opinion of counsel in the Administrative state in which such parcel of real property is located in form and substance and from counsel reasonably satisfactory to the Agent; and
(E) such other information, the Administrative Agent shall have received documentation, and certifications (1) a policy including evidence of flood insurance as may be required by applicable law) as may be reasonably required by the Agent. provided that, the amount of debt secured by each Mortgage in any state that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in imposes a mortgage tax shall be reasonably limited to an amount not less more than the outstanding principal amount sum of the indebtedness secured Commitments, the aggregate outstanding loans and commitments under the Existing Borrower Credit Agreement, and the incremental loans and commitments that may be made hereunder or thereunder so as to avoid multiple mortgage tax assessments. Notwithstanding the foregoing, if, after the use by such Mortgage that is reasonably allocable the Loan Parties of commercially reasonable efforts to such real property cause the condition set forth in this Section 4.02(j) to be satisfied on or prior to the maximum limit Closing Date, the requirements (other than (x) the execution and delivery of coverage made available this Agreement and the Guarantee and Collateral Agreement by the Credit Parties, (y) the requirements set forth in paragraphs 4.02(j)(i), 4.02(j)(ii) and 4.02(j)(iii) and (z) the execution and delivery of “short form” Intellectual Property Security Agreements with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity Intellectual Property constituting Additional Collateral of the Indebtedness secured Loan Parties that is to be perfected by filing such Mortgage agreements with the United States Patent and (2Trademark Office or the United States Copyright Office) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H are not satisfied as of the FRB.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title inClosing Date, the title policy satisfaction of such requirements shall not be a condition to the availability of the Term Loans on the Closing Date (but shall be required to be satisfied as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 5.12 or policies referred such later date as Agent may agree to in clause (C) above and a copy of all other material documents affecting the Mortgaged Propertiesits reasonable discretion).
Appears in 1 contract
Mortgages, etc. (Ai) The Borrower or the applicable Subsidiary Guarantor shall, with respect to each Mortgaged Property, deliver to the Administrative Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself and the Secured Parties, fully executed counterparts of Mortgages, duly executed and acknowledged by the Borrower or such Subsidiary Guarantor, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording of filing thereof and evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien, with the priority required by the Intercreditor Agreement, subject to Permitted Liens, against the Mortgaged Properties purported to be covered thereby.
(ii) With respect to the Site Lease, an estoppel agreement executed by the lessor of such leased Real Property along with a memorandum of lease each in form and substance reasonably acceptable to the Administrative Agent;
(iii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, or in lieu thereof, or existing surveys, together with any no change affidavits required by the Title Insurance Company as shall be sufficient to enable the Title Insurance Company to remove any standard survey exceptions from the Mortgaged Policies and issue customary survey-dependent endorsements to the applicable Mortgage Policy or otherwise reasonably acceptable to the Administrative Agent.
(iv) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be policies in favor of the Administrative Agent, and its successors and/or assigns, in an amount satisfactory and form reasonably acceptable to the Administrative Agent; (2) Agent and otherwise in the form necessary, with respect to the property purported to be issued at ordinary rates; (3) covered by the applicable Mortgages, to insure that the Mortgage insured thereby creates a interests created by the Mortgages constitute valid first Lien on such Mortgaged Property Liens thereon, with the priority required by the Intercreditor Agreement, free and clear of all Liens, defects and encumbrances, except other than Permitted Liens, and such policies shall also include, to the extent available, all such endorsements as disclosed therein; (4) name the Administrative Agent for the benefit shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the Lenders as payment in full by the insured thereunder; (5) be in Borrower or the form applicable Subsidiary Guarantor of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) all premiums thereon (or equivalent policiesthat satisfactory arrangements for such payment have been made); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall also have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, taxes and all related expenses, if any, have been paid.
(Dv) If requested by the Administrative Agent, the The Administrative Agent shall have received (1A) with respect to any Mortgaged Property that contains one or more buildings, a “life-of-loan standard flood hazard determination”, (B) if any of the buildings on such Mortgaged Property is located in a special flood area, a policy of flood insurance that (a1) covers any each such parcel of improved real property that is encumbered by any Mortgageand the building(s) located thereon, and (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage and form that is reasonably allocable to such real property or the maximum limit of coverage made available with respect satisfactory to the particular type of property under Administrative Agent and otherwise in compliance with the National Flood Insurance Act of 1968, whichever is lessLaws, and (cC) has if such Mortgaged Property is located in a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) special flood hazard area, confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBFlood Insurance Laws.
(Evi) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Ciii) above and a copy of all other material documents affecting the Mortgaged Properties.
(vii) The Administrative Agent shall have received, with respect to each of the Mortgaged Properties owned on the Closing Date, such local counsel opinions and opinions of counsel in the jurisdiction of organization of the owner of the applicable Mortgaged Properties. Notwithstanding anything to the contrary contained in this Section 5.1(j), if the Loan Parties have used commercially reasonable efforts (without undue burden and expense) to satisfy the requirements set forth in this Section 5.1(j) and such requirements are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but shall be required to be satisfied within 90 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion)).
Appears in 1 contract
Mortgages, etc. The Agent shall have received, (i)with respect to each parcel of real property set forth in Schedule 4.01(c)(i) (each, an “Initial Mortgaged Property”), (A) The Administrative an amendment to the relevant existing Mortgage, (B)a Flood Determination Form (defined below) and Evidence of Flood Insurance (defined below) (if applicable), (C) an endorsement to, or replacement policy for, the ALTA loan title insurance policy issued by Sxxxxxx Title Insurance Company insuring the lien of the relevant existing Mortgage, each, in form and substance reasonably satisfactory to the Agent, (D) an opinion of counsel in the state in which such Initial Mortgaged Property is located from counsel reasonably satisfactory to the Agent shall have received and (E) a Mortgage Amendment subordination confirmation from Citibank, N.A., as representative with respective to each existing Mortgage the Term Loan Facility Agreement; and (ii) with respect to each parcel of real property set forth in Schedule 4.01(c)(ii) (each, a “New Mortgaged Property”), executed each of the following, in form and delivered by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount substance reasonably satisfactory to the Administrative Agent; :
(2i) be issued at ordinary rates; a Mortgage on such property;
(3ii) insure evidence that a counterpart of the Mortgage insured thereby creates has been delivered to the applicable title insurance company for recording in the place necessary, in the Agent’s judgment, to create a valid and enforceable first priority Lien on such Mortgaged Property free and clear in favor of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of itself and the Lenders as Lenders; provided that the insured thereunder; title insurance company has issued its title insurance policy to the Agent in a New York style closing;
(5iii) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be loan title policy issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, a title insurance company and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written reinsured in an amount not less than and by title insurance companies all reasonably satisfactory to the outstanding principal amount Agent;
(iv) an ALTA survey prepared and certified to the Agent by a surveyor reasonably acceptable to the Agent or otherwise sufficient for the title insurance company to omit the survey exception from the ALTA loan title policy;
(v) an opinion of counsel in the state in which such New Mortgaged Property is located from counsel reasonably satisfactory to the Agent;
(vi) in order to comply with the National Flood Insurance Reform Act of 1994 and related legislation (including the regulations of the indebtedness secured by such Mortgage that is reasonably allocable Board of Governors of the Federal Reserve System) (“Flood Laws”), the following documents: (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if any improvements to such the applicable real property or the maximum limit of coverage made available with respect are located in a special flood hazard area, a notification to the particular type of property Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Act Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Borrower’s receipt of 1968, whichever is lessthe Borrower Notice, and (cD) has a term ending not later than if the maturity of Borrower Notice is required to be given and flood insurance is available in the Indebtedness secured by such Mortgage and (2) confirmation that community in which the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received property is located, a copy of all recorded documents referred toone of the following: the flood insurance policy, the borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or listed such other evidence of flood insurance reasonably satisfactory to the Agent (any of the foregoing being “Evidence of Flood Insurance”); and
(vii) such other information, documentation, and certifications as exceptions to title inmay be reasonably required by the Agent. Notwithstanding the foregoing, the title policy or policies referred documents required to satisfy the condition in clause Section 4.01(c) hereof may be delivered to the Agent within sixty (C60) above and a copy days of all other material documents affecting the Mortgaged PropertiesARCA Effective Date.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Tower International, Inc.)
Mortgages, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other encumbrance of any kind (Aincluding the charges upon property purchased under conditional sales or other title retention agreements) The Administrative Agent shall have received a Mortgage Amendment upon or in, any of its property or assets, whether now owned or hereafter acquired, except:
(1) liens securing payment of the Credit Extensions and the BAI Letters of Credit pursuant to each existing Mortgage the Pledge Agreement and the Security Agreement;
(2) liens for taxes or other governmental charges the payment of which is not at the time required by subparagraph 5(E);
(3) liens in connection with workers' compensation, unemployment insurance or other social security obligations;
(4) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business
(5) mechanics', workers', materialmen's, landlords', carriers', or other like liens arising in the ordinary course of business with respect to each Mortgaged Property, executed and delivered obligations which are not due or which are being contested in good faith by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (appropriate proceedings if such reserve or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expensesother appropriate provision, if any, as shall be required by generally accepted accounting principles shall have been paid.made therefor;
(D6) If requested the mortgages, pledges and liens, security interests and other encumbrances included on Exhibit E, including any renewal, extension or refunding thereof, provided the Indebtedness relating to such renewal, extension or refunding shall not exceed 80% of the fair market value of the property covered thereby as determined by an independent appraiser of recognized standing reasonably acceptable to the Administrative Agent;
(7) any mortgage, the Administrative Agent shall have received (1) a policy pledge, lien, security interest or other encumbrance of flood insurance that any kind (a) covers to secure or provide for the payment or financing of any parcel part of improved real the purchase price of property that is encumbered acquired after the date hereof by the Borrower or any Mortgageof its Restricted Subsidiaries (other than through the acquisition of an Acquired Company) and granted at the time of or within 90 days after the acquisition of such property or existing on such property at the time of acquisition thereof, whether or not assumed, or (b) is written secured by property of any Acquired Company existing at the time of the acquisition of such Acquired Company, or (c) created, incurred, assumed, established, renewed or suffered to exist in an amount not less than connection with any IRB Financing permitted by subparagraph 6(A); provided that:
(a) the outstanding principal amount of any Indebtedness referred to in subdivision 6(B)(7)(a) shall not exceed 80% of the indebtedness secured by such Mortgage that is reasonably allocable to such real greater of (x) the cost of the newly acquired property or the maximum limit of coverage made available with respect improvements covered thereby to the particular type Borrower or any of its Restricted Subsidiaries acquiring the same or (y) the fair market value of such property under or improvements, as determined by an independent appraiser of recognized standing reasonably acceptable to the National Flood Insurance Act of 1968Agent; and
(b) each such mortgage, whichever is lesspledge, and lien, security interest or other encumbrance shall be confined only to the property referred to in subdivision 6(B)(7)(a) or (cb) has a term ending not later than or financed by the maturity IRB Financing referred to in subdivision 6(B)(7)(c), as the case may be, and, if required by the terms of the Indebtedness secured by instrument originally creating such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received a copy of all recorded documents referred mortgage, lien, security interest or other encumbrance, other property which is an improvement to, or listed as exceptions to title which is acquired for specific use in connection with, or which is real property being improved by, such property;
(8) any mortgage, pledge, lien, security interest or other encumbrance of any kind on, or in, any "margin stock", as at the title policy time defined in Regulation U of the Board of Governors of the Federal Reserve System;
(9) any mortgage, pledge, lien, security interest or policies referred to other encumbrance of any kind in clause connection with import letters of credit incurred by the Borrower in the ordinary course of its business; and
(C10) above and a copy other mortgages, pledges, liens, security interests or other encumbrances of any kind upon or in any properties or assets of the Borrower if, immediately after giving effect thereto, the aggregate principal amount of all Indebtedness of the Borrower secured by all such mortgages, pledges, liens or other material documents affecting the Mortgaged Propertiesencumbrances or security interests does not exceed 5% of Stockholders' Equity.
Appears in 1 contract
Samples: Credit Agreement (Genlyte Group Inc)
Mortgages, etc. (Ai) The Administrative Agent shall have received -------------- a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the "Title Insurance Company") ----------------------- shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) [intentionally omittedthe lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located.]
(Ciii) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.such
Appears in 1 contract
Samples: Credit Agreement (Banctec Inc)
Mortgages, etc. (Ai) The Immediately prior to the Closing, the transactions contemplated by the Agency Assignment shall have been consummated, and the Existing Credit Agreement Agent, in accordance with the terms of the Agency Assignment, shall have assigned to the Administrative Agent the mortgages and deeds of trust in favor of the Existing Credit Agreement Agent covering the Mortgaged Properties.
(ii) With respect to each Mortgaged Property, the Administrative Agent shall have received a the Mortgage Amendment applicable to each existing Mortgage with respect to each Mortgaged Propertysuch property listed on Part A of Schedule 1.1D, executed and delivered by a duly authorized officer of each party thereto. In any jurisdiction which requires the payment of mortgage recording tax, the maximum amount secured by any Mortgage shall be subject to the reasonable approval of the Administrative Agent, not to exceed the value of the property (together with improvements).
(Biii) [intentionally omitted.]
(C) The Administrative Subject to Section 6.15, with respect to each Mortgaged Property, the existing title policies applicable to such Mortgaged Property that were provided by the Title Insurance Company to the Existing Credit Agreement Agent and identified on Part B of Schedule 1.1D shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory been assigned and endorsed to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that Agent and the Mortgage insured thereby creates a valid first Lien on following additional endorsements provided, along with such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such other endorsements and affirmative coverage as the Administrative Agent may reasonably request (and which endorsements shall indicate that, since the date of such existing title policies, there has been no change in the status of title and there are no other exceptions not heretofore approved by the Existing Credit Agreement Agent or the Administrative Agent): ALTA 10.1 (7date down, provided that such date down endorsement may exclude the date down of certain endorsements to the existing title policies as are reasonably acceptable to the Administrative Agent), ALTA 11.2 (mortgage modification) be issued by First American Title Insurance Companyand ALTA 14 (future advance) or state law equivalents, together with additional coverage added to the ALTA 11.2 as necessary (the foregoing, individually, a “Policy” and collectively, the “Policies”). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policyPolicy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. Notwithstanding the foregoing, with respect to any endorsements which Administrative Agent may reasonably request and which are charged as a percentage of the base title premium, the Administrative Agent will reasonably consider Borrower’s reasonable requests for alternative and less expensive forms of assurance or protection or for the elimination of such request entirely.
(Div) If requested by the Administrative Agent, the Administrative Agent shall have received (1A) a policy of flood insurance that (a1) covers any parcel of improved real property that is encumbered by any MortgageMortgage (except that flood insurance shall be required only with respect to such portions of such real property which are improved with buildings and improvements of a substantial nature which are material to the conduct of the business presently being conducted thereon, or as to which the Administrative Agent is required by law to require such flood insurance), (b2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2B) confirmation that the Company Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRBBoard.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Appears in 1 contract
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage received, with respect to each Mortgaged Property, each of the following, in form and substance reasonably satisfactory to the Administrative Agent:
(i) a Mortgage encumbering such Mortgaged Property in favor of the Administrative Agent, duly executed and delivered acknowledged by a duly authorized officer each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form necessary for recording in the recording office of each party thereto.applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof in order to create in favor of the Administrative Agent (for the benefit of the Lender Parties) a valid, perfected first priority security interest and mortgage lien (subject to Permitted Liens) under Requirements of Law, and such UCC-1 financing statements and any other instruments as are, in the judgment of the Administrative Agent, necessary to create in favor of the Administrative Agent (for the benefit of the Lender Parties) a valid, perfected first priority security interest and mortgage lien (subject to Permitted Liens) under Requirements of Law;
(ii) maps or plans of an as-built survey of the sites of such Mortgaged Property that are certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to each of them by an independent land surveyor or engineer licensed to perform surveys in the State where such Mortgaged Property is located and satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plans and the surveys on which they are based shall be made in accordance with the most recent Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping and meeting the accuracy requirements as defined therein, including the requirement that there shall be surveyed and shown on such maps, plats or surveys the following: (A) a current “as-built” survey showing the location of any adjoining streets, easements (including the recording information with respect to all recorded instruments), the mean high water base line or other legal boundary lines of any adjoining bodies of water, fences, zoning or restriction setback lines, rights-of-way, utility lines to the points of connection and any encroachments; (B) [intentionally omitted.]
all means of ingress and egress, the amount of acreage and square footage, the address of such Mortgaged Property, the legal description of such Mortgaged Property; (C) the location of all improvements as constructed on such Mortgaged Property; (D) the measured distances from the Improvements to be set back and specified distances from street or property lines in the event that deed restrictions, recorded plats or zoning ordinances require the same; (E) all courses and distances referred to in the legal description, and the names of all adjoining owners on all sides of such Mortgaged Property, to the extent available; and (F) the flood zone designation, if any, in which such Mortgaged Property is located. The Administrative Agent legal description of such Mortgaged Property shall have received in respect be shown on the face of each survey or affixed thereto. In addition, such maps, plats or surveys shall be sufficient for the Title Insurance Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property an endorsement and issue the endorsements of the type required by paragraph (iii) below. Notwithstanding the foregoing, in the event that the applicable Loan Party has surveys in its possession that are in form sufficient to allow the Title Insurance Company to remove all standard survey exceptions from the title insurance policy (or commitment) relative to the applicable Mortgaged Property and issue the endorsements of the type required by paragraph (iii) below (to the extent the same are available in the applicable jurisdiction), then the applicable Loan Party shall not be required to comply with the foregoing survey requirements relative to such Mortgaged Property;
(iii) a mortgagee’s title insurance policy (or policies) or marked up unconditional binder commitment for such insuranceinsurance that is issued by the Title Insurance Company in favor of the Administrative Agent and is in form and substance satisfactory to the Administrative Agent. Each Without limiting the foregoing, each such endorsement policy shall (1A) be in an amount satisfactory to the Administrative AgentAgent not to exceed the value of the Mortgaged Property covered thereby; (2) be issued at ordinary rates; (3B) insure that the interests created by each Mortgage insured thereby creates a valid first Lien on such the applicable Mortgaged Property creates in favor of the Administrative Agent (for the benefit of the Lender Parties) a valid, perfected first priority security interest and mortgage lien thereon free and clear of all defects and encumbrances, except encumbrances other than Permitted Liens and as disclosed thereinotherwise approved by the Administrative Agent; (4C) name the Administrative Agent for the benefit of the Lenders as the insured thereunderinclude a current survey reading; (5D) be in the form of ALTA 2006 Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policiespolicies to the extent available in the applicable jurisdiction); (6E) contain such endorsements and affirmative coverage coverages as the Administrative Agent may reasonably request require, including without limitation (to the extent applicable with respect to such Mortgaged Property and available in the jurisdiction in which such Mortgaged Property is located), the following: aggregation or tie-in endorsement (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount); revolving credit endorsement; creditors’ rights endorsement; zoning endorsement; variable rate endorsement; survey endorsement; comprehensive endorsement; first loss and last dollar endorsements; access and entry coverage; location coverage; mineral rights, water rights and surface damage coverage; separate tax parcel endorsement; subdivision coverage; usury endorsement; doing business endorsement; subdivision endorsement; environmental protection lien endorsement; CLTA 119.2 endorsement; utility availability endorsement; contiguity coverage; waiver of arbitration endorsement; and such other endorsements as the Administrative Agent shall require in order to provide insurance against specific risks identified by the Administrative Agent in connection with such Mortgaged Property; and (7F) be issued directly by First American the Title Insurance CompanyCompany and with such co-insurance and reinsurance as may be required by the Administrative Agent. Notwithstanding the foregoing, no zoning endorsement will be required in the event that the applicable Loan Party obtains a property zoning report for such Mortgaged Property indicating that the Mortgaged Property is not in violation of the applicable zoning requirements. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording taxand similar taxes, and all related expenses, if any, have been paid.;
(Div) If requested by such customary affidavits, certificates, information (including financial data) and instruments of indemnification (including so-called “gap” indemnification) as shall be required to induce the Administrative Agent, Title Insurance Company to issue the title policies and endorsements contemplated herein (and the Administrative Agent shall have received execute such documentation required by the applicable jurisdiction so that the Title Insurance Company may issue such title insurance policies and endorsements);
(1v) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary or required to consummate the transaction contemplated herein or as shall reasonably be deemed necessary by any Mortgage, (b) is written the Administrative Agent in an amount not less than order for the outstanding principal amount owner or holder of the indebtedness secured fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by such the applicable Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.Mortgaged Property;
(Evi) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause paragraph (iii) above;
(vii) copies of all leases, subleases, tenancies, occupancy agreements, rental agreements and other similar agreements related to possessory interest, if any, in which the applicable Loan Party holds the lessor’s interest thereunder;
(viii) UCC-1 financing statements and other instruments relating to such Mortgaged Property naming each applicable Loan Party as the debtor and the Administrative Agent as the secured party, such UCC financing statements and instruments to be filed in the same recording office where the applicable Mortgage is filed and such other locations required by a Requirement of Law in order to perfect its first priority perfected security interest in such Mortgaged Property;
(ix) a zoning report prepared by the Planning and Zoning Resource Corporation, or a similar firm reasonably acceptable to the Administrative Agent, and issued in favor of the Administrative Agent stating that (A) such Mortgaged Property is zoned in a classification which permits its intended use and purpose; (B) there are no conditions on such Mortgaged Property that are not in compliance with such applicable zoning ordinances or that are not legally non-compliant; and (C) above otherwise in form and substance satisfactory to the Administrative Agent;
(x) a copy legal opinion of all satisfactory local counsel admitted to practice in the State in which such Mortgaged Property is located, covering such matters as may be reasonably requested by the Administrative Agent; and
(xi) such other material approvals, opinions or documents affecting as the Mortgaged PropertiesAdministrative Agent may request, each in form and substance satisfactory to the Administrative Agent.
Appears in 1 contract
Mortgages, etc. On or prior to the date which is 60 ------------------------------ days following the Restatement Effective Date (Asuch period of 60 days, the "Mortgage Period"): ---------------
(a) The Administrative Agent the Company shall have received a Mortgage Amendment cause to each existing Mortgage be delivered to the New Trustee, two Mortgages with respect to each Mortgaged PropertyProperty listed in Schedule VII, executed and delivered by a duly authorized officer of each party thereto., the first such Mortgage with respect to each Mortgaged Property securing the First Priority Secured Obligations (as defined in the Security Agreement) and the second such Mortgage with respect to each Mortgaged Property securing the Other Secured Obligations (as defined in the Security Agreement);
(Bb) [intentionally omitted.]the Company shall cause to be delivered to the New Trustee, and the title insurance company issuing the policy referred to in clause (c) below (the "Title Insurance Company") shall have received, a land survey of ----------------------- the sites of the Mortgaged Properties certified to the New Trustee and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent licensed land surveyor reasonably satisfactory to the Administrative Agent, which survey shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such surveys the following: (i) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (ii) the lines of streets abutting the sites and width thereof; (iii) all access and other easements appurtenant to the sites; (iv) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) the flood zone designations, if any, in which the Mortgaged Properties are located (provided that if the Administrative Agent determines that it is reasonable to do so, the Administrative Agent may accept a survey in respect of any parcel of Mortgaged Property not conforming to the requirements specified above in this paragraph (b));
(Cc) The Administrative Agent the New Trustee shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s 's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement policy shall (1i) be in an amount reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3ii) insure that the Mortgage Mortgages insured thereby creates create a valid first Lien and a valid second Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4iii) name the Administrative Agent New Trustee for the benefit of the Lenders as the insured thereunder; (5iv) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) Policy- 1992 (or equivalent policies); (6v) contain such endorsements and affirmative coverage (consistent with the other provisions contained herein) as the Administrative Agent may reasonably request and (7vi) be issued by First American Title Insurance Companytitle companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.;
(Dd) If if requested by the Administrative AgentAgent with respect to any Mortgaged Property which includes a material improvement located within an area designated as a flood hazard zone, the Administrative Agent shall have received (1i) a policy of flood insurance that (aA) covers any parcel of improved real property that is encumbered by any Mortgage, Mortgage (bB) is written in an amount not less than the outstanding principal amount of the indebtedness Indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (cC) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2ii) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.Board; and
(Ee) The the Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (Cc) above and a copy of all other material documents in the possession of the Company affecting the Mortgaged Properties., in each case to the extent requested by the Administrative Agent; provided, that (i) if (A) the Company delivers to the Administrative Agent and -------- each Lender prior to the expiration of the Mortgage Period a report detailing the actions taken by or on behalf of the Company prior to the date of such report to comply with the requirements of this Section 10.13, and (B) the Administrative Agent determines that the Company has proceeded and is proceeding diligently to comply with its obligations under this Section 10.13, the Administrative Agent may, without the consent of any of the Lenders, grant one 30-day extension of the Mortgage Period, (ii) if on or before the end of any 30- day extension granted pursuant to the foregoing clause (i), the Company has completed the requirements set forth above in this Section
Appears in 1 contract
