Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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 with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto; (ii) if reasonably requested by the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), an as-built survey of the sites of such Mortgaged Properties certified to the Administrative Agent and the Collateral Agent in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent by an independent professional licensed land surveyor selected by the Borrower and 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 then current American Land Title Association and the American Congress on Surveying and Mapping, and, without limiting the generality of the foregoing, on which there shall be surveyed and shown the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and the width thereof; (C) all material 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 such Mortgaged Properties are located; (iii) if reasonably requested by the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board; (iv) 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 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 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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 The Administrative Agent shall have received modifications (the “Modifications”) to all Mortgages (as defined in the Original Credit Agreement) with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;thereto in recordable form in the applicable state in which such Mortgaged Property is located.
(ii) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such 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 Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) all 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 the width thereof; (CD) all material access and other easements appurtenant to the sites; (DE) 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; (EF) any encroachments on any adjoining property by the building structures and improvements on the sites; (FG) if the site is described as being on a filed map, a legend relating the survey to said map; and (GH) the Flood Zone flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) if The Administrative Agent shall have received in respect of each owned Mortgaged Property (it being understood that no endorsements to mortgagee title insurance policies shall be required for any of the leased Mortgaged Properties) endorsements to mortgagee title insurance policies or marked up unconditional commitment or proforma for such insurance delivered in connection with the Original Credit Agreement. Each such endorsement shall (A) be in an amount reasonably requested by satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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 and as reasonably acceptable to the Administrative Agent; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Collateral Administrative Agent with may reasonably request and (G) be issued by title 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 Mortgaged Property such policy, all charges for Modification recording tax, and all related expenses, if any, have been paid.
(other than any Oil and Gas Propertyiv) that is located in a Flood Zone, The Administrative Agent shall have received (A) a policy of flood insurance that (1) covers any parcel of improved owned real property located in a federally recognized flood zone that is encumbered by the Mortgage on such Mortgaged Propertyany Mortgage, (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 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 (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 (iii) 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
Samples: Credit Agreement (Protection One Alarm Monitoring Inc)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably requested The Borrower shall have ordered (or caused to be ordered) a Xxxx & Xxxxx Preliminary Evaluation Report for each Mortgaged Property and shall use good faith efforts to cause Xxxx & Xxxxx to deliver the Preliminary Evaluation Reports.
(iii) 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, existing surveys or maps of the Parks and all portions of the Mortgaged Properties material to the Business (the “Existing Surveys”). If and to the extent (A) a Mortgaged Property is not depicted by an Existing Survey or (B) the Existing Survey for a Mortgaged Property does not depict Real Property which is material to the operation of the Business thereon (such Real Property not depicted by an Existing Survey referred to in the foregoing clauses (A) and (B) being referred to as “Uncovered Property”), then at the Administrative Agent’s request, made subject to and in accordance with the terms hereof, the Administrative Agent and the Title Insurance Company shall also have received an update to the applicable Existing Survey for the applicable Mortgaged Property, or the Collateral Agent with respect to any Mortgaged Property a supplemental survey (other than any Oil and Gas Propertyeach, a “Supplemental Survey”), an as-built survey of depicting in each case, the sites of such Mortgaged Properties Uncovered Property, which Supplemental Survey shall (1) be certified to the Administrative Agent and the Collateral Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent in a manner reasonably satisfactory to each of them, dated (2) show the perimeter boundaries of the Uncovered Property and all improvements thereon located within 5 feet of the perimeter boundary line of such Uncovered Property and all encroachments of other property onto the Uncovered Property, (3) show all points of access to such Uncovered Property from major public streets, and (4) include a date metes and bounds description of such Uncovered Property. For purposes of this Section 5.1(o), the Administrative Agent and the Title Insurance Company shall not be entitled to receive a Supplemental Survey unless the Uncovered Property meets the following “materiality threshold”: (i) the Uncovered Property is material to the operation of the Business at the applicable Park as currently conducted, or (ii) the Uncovered Property is required in order to operate the Business at the applicable Park as currently conducted in accordance with Requirements of Law.
(iv) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance, together with such endorsements as the Administrative Agent shall reasonably request, in each case in form and substance, and in an amount, reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Collateral Agent by an independent professional licensed land surveyor selected by the Borrower and reasonably shall have received evidence satisfactory to the Administrative Agent it that all premiums in respect of each such policy 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 then current American Land Title Association and the American Congress on Surveying and Mapping, and, without limiting the generality of the foregoing, on which there shall be surveyed and shown the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and the width thereof; (C) all material 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 designationsrelated expenses, if any, in which such Mortgaged Properties are located;have been paid.
(iiiv) if reasonably requested by the The Administrative Agent or the Collateral Agent shall have received with respect to any Mortgaged Property (other than any Oil and Gas Property) that which is located in a Flood Zone, “special flood hazard area” (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the Mortgage on such Mortgaged Property, (2) 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 (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 material documents affecting such Mortgaged Properties of which the Borrower is aware; and.
(vi) if requested by the The Administrative Agent or the Collateral Agent, legal opinions as to the validity and enforceability of, and other customary matters with respect shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Mortgages on such title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the 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
Samples: Second Lien Credit Agreement (Six Flags Entertainment Corp)
Mortgages, etc. Deliver the following documents and agreements to the Collateral The Administrative Agent (with a copy to the Administrative Agent) (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) shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(iii) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(ii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount reasonably satisfactory to the Administrative Agent, but in no event greater than 110% of the Fair Market Value of such Mortgaged Property; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy — 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies), if available; (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title 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 or will be paid.
(iii) if reasonably If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property Mortgaged Property that is encumbered by the Mortgage on such Mortgaged Propertylocated in a flood zone, (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 Mortgaged 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 (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;.
(iv) with respect to any Mortgaged Property (other than any Oil and Gas Property), any consents or estoppels reasonably deemed necessary or advisable by the The Administrative Agent 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 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 (ii) 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;thereto in recordable form in the applicable state in which such Mortgaged Property is located.
(ii) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such 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 Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) all 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 the width thereof; (CD) all material access and other easements appurtenant to the sites; (DE) 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; (EF) any encroachments on any adjoining property by the building structures and improvements on the sites; (FG) if the site is described as being on a filed map, a legend relating the survey to said map; and (GH) the Flood Zone flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) if The Administrative Agent shall have received in respect of each owned Mortgaged Property (it being understood that no mortgagee’s title insurance policy or policies shall be required for any of the leased Mortgaged Properties) a mortgagee’s title insurance policy (or policies) or marked up unconditional commitment or proforma for such insurance. Each such policy shall (A) be in an amount reasonably requested by satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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 and as reasonably acceptable to the Administrative Agent; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Collateral Administrative Agent with may reasonably request and (G) be issued by title 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 to any Mortgaged Property of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(other than any Oil and Gas Propertyiv) that is located in a Flood Zone, The Administrative Agent shall have received (A) a policy of flood insurance that (1) covers any parcel of improved owned real property located in a federally recognized flood zone that is encumbered by the Mortgage on such Mortgaged Propertyany Mortgage, (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 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 (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 (iii) 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
Samples: Credit Agreement (Protection One Alarm Monitoring Inc)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-as- built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of 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 Collateral Agent by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent Title Insurance Company, which maps or plats and the Collateral Agent, surveys on which surveys they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;
(iii) if reasonably ; provided, that any of the foregoing items so requested by the Administrative Agent or may be delivered after the Collateral Closing Date subject to compliance with Section 6.10(e).
(iii) The Administrative Agent with shall have received in respect to any of each Mortgaged Property a mortgagee's title insurance policy (other than any Oil and Gas Propertyor policies) that is located in a Flood Zone, (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 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.marked up unconditional binder
Appears in 1 contract
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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 (the "Permitted Encumbrances"); (D) name the Administrative Agent for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title 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 reasonably any, have been paid.
(iv) If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 (iii) above and a copy of all other material documents affecting such the Mortgaged Properties of which the Borrower is aware; andProperties.
(vi) if requested by With respect to the leased real properties described on Schedule 5.1(k)(vi), the Administrative Agent or shall have received a Landlord Personal Property Collateral Access Agreement executed by 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 requiredapplicable landlord.
Appears in 1 contract
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably requested The Borrower shall have ordered (or caused to be ordered) a Xxxx & Xxxxx Preliminary Evaluation Report for each Mortgaged Property and shall use good faith efforts to cause Xxxx & Xxxxx to deliver the Preliminary Evaluation Reports.
(iii) The Administrative Agent shall have received, and the title insurance company issuing the policies or binders referred to in clause (iii) below (the “Title Insurance Company”) shall have received, existing surveys or maps of the Parks and all portions of the Mortgaged Properties material to the Business (the “Existing Surveys”). If and to the extent (A) a Mortgaged Property is not depicted by an Existing Survey or (B) the Existing Survey for a Mortgaged Property does not depict Real Property which is material to the operation of the Business thereon (such Real Property not depicted by an Existing Survey referred to in the foregoing clauses (A) and (B) being referred to as “Uncovered Property”), then at the Administrative Agent’s request, made subject to and in accordance with the terms hereof, the Administrative Agent and the Title Insurance Company shall also have received an update to the applicable Existing Survey for the applicable Mortgaged Property, or the Collateral Agent with respect to any Mortgaged Property a supplemental survey (other than any Oil and Gas Propertyeach, a “Supplemental Survey”), an as-built survey of depicting in each case, the sites of such Mortgaged Properties Uncovered Property, which Supplemental Survey shall (1) be certified to the Administrative Agent and the Collateral Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent in a manner reasonably satisfactory to each of them, dated (2) show the perimeter boundaries of the Uncovered Property and all improvements thereon located within 5 feet of the perimeter boundary line of such Uncovered Property and all encroachments of other property onto the Uncovered Property, (3) show all points of access to such Uncovered Property from major public streets, and (4) include a date metes and bounds description of such Uncovered Property. For purposes of this Section 7.1(o), the Administrative Agent and the Title Insurance Company shall not be entitled to receive a Supplemental Survey unless the Uncovered Property meets the following “materiality threshold”: (i) the Uncovered Property is material to the operation of the Business at the applicable Park as currently conducted, or (ii) the Uncovered Property is required in order to operate the Business at the applicable Park as currently conducted in accordance with Requirements of Law.
(iv) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance, together with such endorsements as the Administrative Agent shall reasonably request, in each case in form and substance, and in an amount, reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Collateral Agent by an independent professional licensed land surveyor selected by the Borrower and reasonably shall have received evidence satisfactory to the Administrative Agent it that all premiums in respect of each such policy 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 then current American Land Title Association and the American Congress on Surveying and Mapping, and, without limiting the generality of the foregoing, on which there shall be surveyed and shown the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and the width thereof; (C) all material 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 designationsrelated expenses, if any, in which such Mortgaged Properties are located;have been paid.
(iiiv) if reasonably requested by the The Administrative Agent or the Collateral Agent shall have received with respect to any Mortgaged Property (other than any Oil and Gas Property) that which is located in a Flood Zone, “special flood hazard area” (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the Mortgage on such Mortgaged Property, (2) 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 (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 material documents affecting such Mortgaged Properties of which the Borrower is aware; and.
(vi) if requested by the The Administrative Agent or the Collateral Agent, legal opinions as to the validity and enforceability of, and other customary matters with respect shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Mortgages on such title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the 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
Samples: First Lien Credit Agreement (Six Flags Entertainment Corp)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Lender shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably If requested by the Administrative Agent Lender, the Lender 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent Lender and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent Lender and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent Lender and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 such Mortgaged Properties are located;
(iii) if reasonably requested by the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent (if the Administrative Agent determines such certification to it is reasonably practicable) and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title 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 reasonably any, have been paid.
(iv) If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the Mortgage on such Mortgaged Propertyany Mortgage, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 (iii) 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title 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 reasonably any, have been paid.
(iv) If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 (iii) 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Collateral Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably If requested by the Administrative Agent or Collateral Agent, the Collateral Agent with respect shall have received, and the title insurance company issuing the policy referred to any Mortgaged Property in clause (other than any Oil and Gas Property)iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Collateral Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Collateral Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Collateral Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Collateral Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount reasonably satisfactory to the Collateral Agent; (B) be issued at ordinary rates; (C) 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 and those Liens referenced in Sections 8.3(k) and 8.3(l); (D) name the Collateral Agent for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) or 1992 ALTA Loan Policy (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Collateral Agent may reasonably request and (G) be issued by title 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 exercised in the Collateral Agent’s reasonable discretion). The 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 reasonably any, have been paid.
(iv) If requested by the Administrative Agent or Collateral Agent, the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the Mortgage on such Mortgaged Propertyany Mortgage, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Collateral Agent or the Collateral Agent, make available copies 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 (iii) 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount reasonably satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title 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.
(iv) If reasonably requested by the Administrative Agent, the Administrative Agent or shall have received evidence reasonably satisfactory to it that the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, Borrower has obtained (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 (iii) 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. Deliver With respect to each Mortgaged Property, the Agent shall have (x) received all of the following documents and agreements or (y) to the Collateral Agent (with a copy to extent not so received, waived such receipt of the Administrative Agent) following: (a) within 90 days after counterparts of Mortgages, dated as of the Closing Datedate of the Credit Extensions, with respect to the Mortgaged Properties identified on Part A of Schedule 1.1B, and duly executed by each relevant Obligor; (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 maps or plans 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 with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;
(ii) if reasonably requested by the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), an as-built survey of the sites of such the Mortgaged Properties Property that are certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory no more than 30 days prior to the Administrative Agent and date of the Collateral Agent Credit Extension by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle Insurance Company, which maps or plans and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail detail Requirements for Land Title Surveys jointly established and adopted by the then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1997 or 1999 and meeting the accuracy requirements as defined therein, and, without limiting the generality of the foregoing, on which there shall be surveyed and shown on such maps, plans or surveys the following: (Ai) a current "as-built" survey showing the location of any adjoining streets (including their widths and any pavement or other improvements), easements (including the recorded 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; (ii) all means of ingress and egress, certifying the amount of acreage and square footage, indicate the address of the Mortgaged Property, contain the legal description of the Mortgaged Property, and also contain a location sketch of the Mortgaged Property; (iii) the locations on such sites location of all improvements as constructed on the buildingsMortgaged Property, structures all of which shall be within the boundary lines of the Mortgaged Property and other improvements conform to all applicable zoning ordinances, set-back lines and restrictions; (iv) the established location of any Improvements on the Mortgaged Property with the dimensions in relations to the lot an building setback lines; (Bv) the measured distances from the Improvements to be set back and specified distances from street or property lines of streets abutting in the sites event that deed restrictions, recorded plats or zoning ordinances require same; (vi) all courses and distances referred to in the legal description, and the width thereof; (C) names of all material access and other easements appurtenant adjoining owners on all sides of the Mortgaged Property, 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 mapextent available; and (Gvii) the Flood Zone designationsflood zone designation, if any, in which such Mortgaged Properties are located;
(iii) if reasonably requested by the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the Mortgage on such Mortgaged Property, (2) is written in an amount not less than the outstanding principal amount located. The legal description of the indebtedness secured by such Mortgage that is reasonably allocable to such real property applicable Mortgaged Property shall be shown on the face of each survey or affixed thereto, and the maximum limit of coverage made available with respect same shall conform to the particular type of property under legal description contained in the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Boardtitle policy described below;
(iv) 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 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 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to If requested by the Administrative Agent) (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) Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;thereto in accordance with the requirements set forth below and in any event satisfactory to the Administrative Agent; provided, however, to the extent the Prescott Sale/Leaseback has not occurred on or prior to sixty (60) days following the Closing Date, the Administrative Agent shall have received a Mortgage on the Prescott Facility on or prior to sixty (60) days following the Closing Date, or such other time period as may be consented to by the Administrative Agent in its sole discretion.
(iii) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company, by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(ii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1992 extended coverage (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; and (G) be issued by title 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.
(iii) if reasonably If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the Mortgage on such Mortgaged Propertyany Mortgage, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the applicable Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;.
(iv) with respect to any Mortgaged Property (other than any Oil and Gas Property), any consents or estoppels reasonably deemed necessary or advisable by the The Administrative Agent 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 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 (iii) 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
Samples: Credit Agreement (Zila Inc)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy Furnish to the Administrative Agent) (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) Agent a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;thereto 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:
(iia) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which there shall be surveyed and shown on such maps, plats or surveys the following: (Ai) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (Bii) the lines of streets abutting the sites and the width thereof; (Ciii) all material access and other easements appurtenant to the sites; (Div) 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; (Ev) any encroachments on any adjoining property by the building structures and improvements on the sites; (Fvi) if the site is described as being on a filed map, a legend relating the survey to said map; and (Gvii) the Flood Zone flood zone designations, if any, in which such the Mortgaged Properties are located;.
(b) The Administrative Agent shall receive in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (i) be in an amount satisfactory to the Administrative Agent; (ii) be issued at ordinary rates; (iii) 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; (iv) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (v) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (vi) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (vii) be issued by title 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 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 reasonably any, have been paid.
(c) If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property shall receive (other than any Oil and Gas Property) that is located in a Flood Zone, (Ai) a policy of flood insurance that (1A) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, and is in a designated flood zone (2B) 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 (3C) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (Bii) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;.
(ivd) with respect to any Mortgaged Property (other than any Oil and Gas Property), any consents or estoppels reasonably deemed necessary or advisable by the The Administrative Agent 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 shall receive a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in paragraph (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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Syndication Agent shall have received a -------------- Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably If requested by the Administrative Syndication Agent, the Syndication 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built ----------------- survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Syndication Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Syndication Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Syndication Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Syndication Agent may reasonably request and (G) be issued by First American Title Insurance Company. The 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 reasonably any, have been paid.
(iv) If requested by the Administrative Syndication Agent, the Syndication Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Syndication Agent or the Collateral Agent, make available copies 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 (iii) 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Syndication Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably 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(n)(iii) (the "Title Insurance Company") shall have received, maps or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of themthe Title Insurance Company and the Syndication Agent, dated a date reasonably satisfactory to the Administrative Syndication Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Syndication Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance or, in the case of Mortgaged Property located in the State of Texas, an effective commitment in respect thereof. Each such policy shall (A) be in an amount satisfactory to the Syndication Agent; (B) be issued at ordinary rates; (C) 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 therein and (ii) those Liens expressly permitted by Section 7.3 hereof; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Syndication Agent may reasonably request and (G) be issued by title 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 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 reasonably any, have been paid.
(iv) If requested by the Syndication Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that which (1) covers any parcel of improved real property that which is encumbered by the any Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 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.Mortgage
Appears in 1 contract
Mortgages, etc. Deliver the following documents and agreements to the (i) The Collateral Agent (with a copy to for the benefit of the Administrative Agent) (a) within 90 days after , the Closing Date, with respect Lenders and the other secured parties party 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) Security Agreement shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably If requested by the Administrative Agent or Agent, the Collateral Agent with respect shall have received, and the title insurance company issuing the policy referred to any Mortgaged Property in clause (other than any Oil and Gas Property)iii) below (the "Title Insurance Company") shall have received, maps or plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Collateral Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Collateral Agent by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent Title Insurance Company, which maps or plats and the Collateral Agent, surveys on which surveys they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Collateral Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Collateral Agent for the benefit of the Administrative Agent, the Lenders and the other secured parties party to the Mortgage as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (as amended on October 17, 1970 and October 17, 1984) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title 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 reasonably any, have been paid.
(iv) If requested by the Administrative Agent or Agent, the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy policies of flood insurance that (1) covers any parcel of improved real property that is encumbered on the Mortgaged Properties as required by the Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage Mortgages and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 (iii) 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
Samples: Term Loan Agreement (Wheeling Pittsburgh Corp /De/)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (a) within 90 Within 30 days after the Original Closing Date, with respect Date (which period may be extended by the Administrative Agent for up 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:additional 30 days):
(i) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy—1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title 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 reasonably any, have been paid.
(iv) If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 (iii) 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
Samples: Credit Agreement (Ddi Capital Corp/Dynamic Details Inc)
Mortgages, etc. Deliver Not later than September 30, 1999, the following documents and agreements Credit Parties shall deliver or cause to be delivered to the Collateral Agent (with a copy to the Administrative Agent) (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 1.1Bfollowing:
(i) a Mortgage with respect mortgage or deed of trust, in form and substance satisfactory to the Agent (each as amended, supplemented or otherwise modified from time to time, a "MORTGAGE"), encumbering each Mortgaged Property, duly executed by the Borrower that owns such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;
(ii) if reasonably requested by a mortgagee's title policy for each Mortgage (A) dated on or about the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), an as-built survey of the sites date of such Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Mortgage in a manner reasonably satisfactory to each of them, dated a date an amount reasonably satisfactory to the Administrative Agent and the Collateral Agent by an independent professional licensed land surveyor selected by the Borrower and 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 then current American Land Title Association and the American Congress on Surveying and Mapping, and, without limiting the generality of the foregoing, on which there shall be surveyed and shown the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) insuring that such Mortgage creates a valid first Lien on the lines Mortgaged Property, free and clear of streets abutting the sites and the width thereofall Liens except Liens permitted under this Credit Agreement; (C) all material access and other easements appurtenant to naming the sitesAgent as the insured thereunder; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting in the site, whether recorded, apparent from a physical inspection form of the sites ALTA Loan Policy-1992 or otherwise known such other form as is acceptable to the surveyorAgent; and (E) any encroachments containing such endorsements and affirmative coverages as the Agent may reasonably request, together with evidence that all premiums in respect of each such policy have been paid by or on any adjoining property by behalf of 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 such Mortgaged Properties are locatedBorrowers;
(iii) if a survey of each Mortgaged Property, in form and substance satisfactory to the Agent and certified within 45 days prior to the date of the related Mortgage by an independent public surveyor reasonably requested by satisfactory to the Administrative Agent or Agent, meeting the Collateral Agent with respect to any Mortgaged Property (other than any Oil minimum standard detail requirements for ALTA/ACSM surveys, and Gas Property) that is located in a Flood Zone, showing (A) a policy the exact location and dimensions of flood insurance that such Mortgaged Property and the improvements thereon, (1B) covers any parcel the exact location of improved real property that is encumbered by the Mortgage on all lot and street lines, required height and setback lines, all means of access to and all easements relating to such Mortgaged Property, (2C) is written in an amount not less than the outstanding principal amount names of all streets and alleys abutting such Mortgaged Property and (D) the indebtedness secured absence of any encroachments, rights-of-way or easements on such Mortgaged Property or any encroachments by such Mortgage that is the improvements thereon on adjoining property, or any other defects except Liens permitted under this Credit Agreement, together with a surveyor's certificate 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 (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the BoardAgent;
(iv) with respect to any a copy of an appraisal of each Mortgaged Property (other than any Oil conducted in accordance with sound appraisal standards by independent appraisers acceptable to, and Gas Property), any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with the Mortgage on such Mortgaged Property, each of the foregoing in form and substance reasonably satisfactory to to, the Administrative Agent and Agent, showing the Collateral Agent;fair market value of such Mortgaged Property as of a recent date; and
(v) if reasonably requested by the Administrative Agent or the Collateral Agentan environmental indemnity agreement, make available copies of all 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 substance satisfactory to the Administrative Agent and (as amended, supplemented or otherwise modified from time to time, the Collateral Agent, provided that there shall be no title opinions or insurance required"ENVIRONMENTAL INDEMNITY AGREEMENT") made by the Credit Parties in favor of the Agent for the benefit of the Lenders.
Appears in 1 contract
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material access and other easements appurtenant to the 83 77 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title 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 reasonably any, have been paid.
(iv) If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 (iii) 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
Samples: Credit Agreement (Scotts Company)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (a) within 90 Within 30 days after the Closing Date, with respect Date (which period may be extended by the Administrative Agent for up 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:additional 30 days):
(i) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title 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 reasonably any, have been paid.
(iv) If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 (iii) 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
Samples: Credit Agreement (Ddi Corp)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably If requested by the Administrative Agent or at least thirty (30) days prior to the Collateral Closing Date, the Administrative Agent with respect shall have received, and the title insurance company issuing the policy referred to any Mortgaged Property in clause (other than any Oil and Gas Property)iii) below (the “Title Insurance Company”) shall have received, an as-built land survey of the sites of such the Mortgaged Properties certified to dated within three (3) years of the Administrative Agent and the Collateral Agent in a manner reasonably satisfactory to each of themClosing Date, dated a date by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Collateral Agent by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle Insurance Company, which surveys shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the then current American Land Title Association (“ALTA”) and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which there shall be surveyed and shown on such surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and the width thereof; (C) all material 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; and (G) the Flood Zone flood zone designations, if any, in which such the Mortgaged Properties are located;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 clause (ii)).
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount reasonably satisfactory to the Administrative Agent (not to exceed the fair market value of such property); (B) 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 permitted by Section 6.03 or as is otherwise reasonably acceptable to the Administrative Agent; (C) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (D) be in the form of ALTA Loan Policy — 1970 (Amended 10/17/70 and 10/17/84) (or reasonably acceptable equivalent policies); (E) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; and (F) be issued by title 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) (provided that if reasonably the Administrative Agent determines that it is reasonable to do so, the Administrative Agent may accept a title insurance policy in respect of any parcel of Mortgaged Property not conforming to the requirements specified above in this clause (iii)). 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.
(iv) If requested by the Administrative Agent or at least thirty (30) days prior to the Collateral Agent Closing Date with respect to any Mortgaged Property (other than any Oil and Gas Property) that is which includes a material improvement located in a Flood Zonewithin an area designated as flood hazard zone, the Administrative Agent shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage that is located in an area that has been identified by the Mortgage on such Mortgaged PropertySecretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968, (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 Reform Act of 19681994, whichever is less, and (3) has a term or series of terms ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;.
(ivv) 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 (iii) above and a copy of all other material documents in the possession of the any Loan Party affecting the Mortgaged Properties, in each case to the extent required by the Administrative Agent. Notwithstanding the foregoing, with respect to any Mortgaged Property (other than any Oil and Gas Property)constituting a leasehold interest, any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with the Mortgage on such Mortgaged Property, each obligations of the foregoing Borrower to deliver the items described in form and substance reasonably satisfactory this Section 4.01(q) are subject to the Borrower obtaining any consents, estoppels or other instruments or documents from third parties which are necessary in order for the Borrower to comply with its obligations in this Section 4.01(q); provided that the Borrower agrees to exercise reasonable efforts to obtain any such consents, estoppels or other instruments and documents.
(vi) The Administrative Agent and the Collateral Lenders shall have received the favorable written opinions of local counsel, acceptable to the Administrative Agent;
(v) if reasonably requested by , covering such matters as the Administrative Agent or the Collateral Agent, make available copies of all 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, may reasonably satisfactory to the Administrative Agent and the Collateral Agent, provided that there shall be no title opinions or insurance requiredrequest.
Appears in 1 contract
Samples: Term Loan and Revolving Credit Agreement (Federal-Mogul Corp)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably requested by the 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1999, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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.
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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 and acceptable to the Administrative Agent; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title companies satisfactory to the Flood Zone designationsAdministrative 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, in which such Mortgaged Properties are located;have been paid.
(iiiiv) if reasonably If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the Mortgage on such Mortgaged Propertyany Mortgage, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 (iii) 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
Samples: Credit Agreement (Jondex Corp)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Paying Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably If requested by the Administrative 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Paying Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Paying Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Paying Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1999, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Paying Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Paying Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Paying Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1992 (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Paying Agent may reasonably request and (G) be issued by title 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 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 reasonably any, have been paid.
(iv) If requested by the Administrative Paying Agent, the Paying Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Paying Agent or the Collateral Agent, make available copies 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 (iii) 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably requested by the The Administrative Agent shall have received, and the title insurance company issuing the policy referred to in Section 4(m)(iii) (the "Title Insurance Company") shall have received, maps or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title 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 reasonably any, have been paid.
(iv) If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that which (1) covers any parcel of improved real property that which is encumbered by the any Mortgage on such Mortgaged Property, (2) 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 (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 Section 5.1(m)(iii) 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Collateral Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably If requested by the Administrative Agent or Collateral Agent, the Collateral Agent with respect shall have received, and the title insurance company issuing the policy referred to any Mortgaged Property in clause (other than any Oil and Gas Property)iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Collateral Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Collateral Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Collateral Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Collateral Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount reasonably satisfactory to the Collateral Agent; (B) be issued at ordinary rates; (C) 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 and as permitted by Section 8.3; (D) name the Collateral Agent for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Collateral Agent may reasonably request and (G) be issued by title 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 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.
(iv) If requested by the Administrative Agent or the Collateral Agent with respect to upon confirmation that any improved or otherwise material portion of the Mortgaged Property (other than any Oil and Gas Property) that is located in a Special Flood ZoneHazard Area, the Collateral Agent shall have received (A) a policy evidence of flood insurance that (1) covers any parcel of improved real property that is encumbered by the Mortgage on such Mortgaged Propertyany Mortgage, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The 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 (iii) 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 requested determined by the Administrative Agent or the Collateral Agent, make available copies of all material documents affecting such Mortgaged Properties of which the Borrower is aware; and
shall provide windstorm insurance (viincluding coverage for wind driven water), including business interruption coverage for at least eighteen (18) 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 requiredmonths.
Appears in 1 contract
Samples: Credit Agreement (Intersil Corp/De)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (a) within 90 Within 30 days after the Closing Date, with respect Date (which -------------- period may be extended by the Administrative Agent for up 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:additional 30 days):
(i) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title 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 reasonably any, have been paid.
(iv) If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 (iii) 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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 with respect The Agent shall have received, and the title insurance company issuing the policy referred to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;
in Section 5.1(p)(ii) (iithe "TITLE INSURANCE COMPANY") if shall have received to the extent reasonably requested by the Administrative Agent Agent, maps or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties listed on Schedule 5.1(p) (the "MAJOR MORTGAGED PROPERTIES") certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Major Mortgaged Properties are located;.
(ii) The Agent shall have received in respect of each Major Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount equal to the fair market value of such Major Mortgaged Property; (B) be issued at ordinary rates; (C) 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; (D) name the Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of 1992 ALTA Loan Policy (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Agent may reasonably request; and (G) be issued by title companies satisfactory to the Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Agent). The 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.
(iii) if If reasonably requested by the Administrative Agent, the Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that which (1) covers any parcel of improved real property that Real Property located in a flood hazard zone and which is encumbered by the Mortgage on such Mortgaged Propertyany Mortgage, (2) 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 (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage Mortgage; and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;.
(iv) 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 The Agent 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 shall have received a copy of all material recorded 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 referred to, or listed as exceptions to title in, the Mortgages on such Mortgaged Properties, which opinions shall be title policy or policies referred to 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 requiredSection 5.1(p)(ii).
Appears in 1 contract
Samples: Credit Agreement (Friendlys Restaurants Franchise Inc)
Mortgages, etc. Deliver the following documents and agreements to the Collateral The Administrative Agent (with a copy to the Administrative Agent) (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) shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party theretothereto and;
(iii) if reasonably If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (ii) below (the “Title Insurance Company”) shall have received, maps or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(ii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy—1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title 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.
(iii) if reasonably If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;.
(iv) with respect to any Mortgaged Property (other than any Oil and Gas Property), any consents or estoppels reasonably deemed necessary or advisable by the The Administrative Agent 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 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 (ii) 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
Samples: Term Loan, Guarantee and Security Agreement (Terra Industries Inc)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) 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 reasonably any, have been paid.
(iv) If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 (iii) 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
Samples: Credit Agreement (Wta Inc)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Collateral Agent shall have received a Mortgage with respect to each such of the Mortgaged PropertyProperties, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably If requested by the Administrative Agent or Collateral Agent, the Collateral Agent with respect shall have received, and the title insurance company issuing the policy referred to any Mortgaged Property in clause (other than any Oil and Gas Property)iii) below (the "TITLE INSURANCE COMPANY") shall have received, maps or plats of an as-built survey of the sites of such the applicable Mortgaged Properties certified to the Administrative Collateral Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Collateral Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Collateral Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992 (or equivalent thereof satisfactory to the Collateral Agent), and, without limiting the generality of the foregoing, on which 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 77 established building setback lines; (B) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such Mortgaged Properties are located;.
(iii) The Collateral Agent shall have received in respect of each applicable Mortgaged Property a mortgagee's title insurance policy (or policies) (or equivalent thereof satisfactory to the Collateral Agent) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Collateral Agent; (B) be issued at ordinary rates; (C) insure that the applicable Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (D) name the Collateral Agent for the benefit of the relevant Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent thereof satisfactory to the Collateral Agent); (F) contain such endorsements and affirmative coverage as the Collateral Agent may reasonably request and (G) be issued by title 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 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 reasonably any, have been paid.
(iv) If requested by the Administrative Agent or Collateral Agent, the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, applicable (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the U.S. Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Collateral Agent or the Collateral Agent, make available copies 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 (iii) 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 applicable 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. Deliver The Administrative Agent shall have received, with respect to each Mortgaged Property, each of the following documents following, in form and agreements to the Collateral Agent (with a copy substance reasonably satisfactory to the Administrative Agent) (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 with respect to encumbering such Mortgaged Property in favor of the Administrative Agent, 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 necessary for recording in the recording office of each party theretoapplicable 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) if reasonably requested by the Administrative Agent maps or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plans of an as-built survey of the sites of such Mortgaged Properties Property that are certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably not more than 60 days prior to the Effective Date 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 Collateral Agent by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent Title Insurance Company, which maps or plans and the Collateral Agent, surveys on which surveys 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping and meeting the accuracy requirements as defined therein, and, without limiting including the generality of the foregoing, on which requirement that there shall be surveyed and shown on such maps, plats or surveys the following: (A) a current “as-built” survey showing the locations on such sites location of any adjoining streets, easements (including the recording information with respect to all recorded instruments), the buildingsmean high water base line or other legal boundary lines of any adjoining bodies of water, structures and other improvements and the established building fences, zoning or restriction setback lines, rights-of-way, utility lines to the points of connection and any encroachments; (B) all means of ingress and egress, the lines amount of streets abutting acreage and square footage, the sites and address of such Mortgaged Property, the width thereoflegal description of such Mortgaged Property; (C) the location of all material access and other easements appurtenant to the sitesimprovements as constructed on such Mortgaged Property; (D) all roadwaysthe measured distances from the Improvements to be set back and specified distances from street or property lines in the event that deed restrictions, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting recorded plats or zoning ordinances require the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyorsame; (E) any encroachments all courses and distances referred to in the legal description, and the names of all adjoining owners on any adjoining property by all sides of such Mortgaged Property, to the building structures extent available; 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 designationsflood zone designation, if any, in which such Mortgaged Properties Property is located. The legal description of such Mortgaged Property shall 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 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 locatedin 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 commitment for such insurance 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. Without limiting the foregoing, each such policy shall (A) be in an amount satisfactory to the Administrative Agent not to exceed the value of the Mortgaged Property covered thereby; (B) insure that the interests created by each Mortgage on 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 other than Permitted Liens and as otherwise approved by the Administrative Agent; (C) include a current survey reading; (D) be in the form of ALTA 2006 Loan Policy (or equivalent policies to the extent available in the applicable jurisdiction); (E) contain such endorsements and affirmative coverages as the Administrative Agent may 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 (F) be issued directly by the Title Insurance Company 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 and similar taxes, and all related expenses, if any, have been paid;
(iv) such customary 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 policies and endorsements contemplated herein (and the Administrative Agent shall execute such documentation required by the applicable jurisdiction so that the Title Insurance Company may issue such title insurance policies and endorsements);
(v) 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 the Administrative Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the applicable Mortgage with respect to such Mortgaged Property;
(vi) a copy of all documents referred to, or listed as exceptions to title in, the title policy or policies referred to in 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) otherwise in form and substance satisfactory to the Administrative Agent;
(x) a legal opinion of 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 or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;Agent; and
(ivxi) with respect to any Mortgaged Property (such other than any Oil and Gas Property)approvals, any consents opinions or estoppels reasonably deemed necessary or advisable by documents as the Administrative Agent or the Collateral Agent in connection with the Mortgage on such Mortgaged Propertymay request, 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 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title 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 reasonably any, have been paid.
(iv) If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, (2) 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 (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 (iii) 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer Responsible Officer of each party thereto;.
(ii) if reasonably requested by the The Administrative Agent shall have received maps or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent in a manner reasonably satisfactory to each of them, dated a recent date reasonably satisfactory to the Administrative Agent and the Collateral Agent by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral Agent, 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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; and (G) the Flood Zone designations, if any, in which such Mortgaged Properties are located;.
(iii) if reasonably requested by the The Administrative Agent or the Collateral Agent with shall have received in respect to any of each Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 or the Collateral Agent in connection with the Mortgage on such Mortgaged Property, each of the foregoing title report 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 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (a) within 90 Within 30 days after the Closing Date, with respect Date (which period may be extended by the Administrative Agent for up 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:additional 30 days):
(i) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer Responsible Officer of each party thereto;.
(ii) if reasonably requested by the The Administrative Agent shall have received maps or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent in a manner reasonably satisfactory to each of them, dated a recent date reasonably satisfactory to the Administrative Agent and the Collateral Agent by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral Agent, 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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; and (G) the Flood Zone designations, if any, in which such Mortgaged Properties are located;.
(iii) if reasonably requested by the The Administrative Agent or the Collateral Agent with shall have received in respect to any of each Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 or the Collateral Agent in connection with the Mortgage on such Mortgaged Property, each of the foregoing title report in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent;.
(viv) if reasonably requested by the The Administrative Agent or the Collateral Agent, make available copies shall have received a copy of all material recorded 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 referred to, or listed as exceptions to title, in the Mortgages on such Mortgaged Properties, which opinions shall be title report referred to 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 requiredsubsection 6.12(iii).
Appears in 1 contract
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy Furnish to the Administrative Agent) (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) Agent a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;thereto within 90 days after the Closing Date and do the following in connection therewith:
(iia) if If reasonably requested by the Administrative Agent or as a result of the Collateral Agent with respect absence of an adequate legal description of any of the Mortgaged Properties, furnish to any Mortgaged Property the Administrative Agent, and the title insurance company issuing the policy referred to in clause (other than any Oil and Gas Propertyb) below (the "Title Insurance Company"), maps or plats of an as-built survey of the sites of such Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1999.
(i) Furnish to the Administrative Agent in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies), and, without limiting the generality marked up unconditional binder for such insurance or Title Insurance Company's unconditional agreement to issue its policy in accordance with its title insurance commitment; each of the foregoing, on which there shall be surveyed and shown the following: (A) be in an amount satisfactory to the locations on such sites of all the buildings, structures and other improvements and the established building setback linesAdministrative Agent; (B) the lines of streets abutting the sites and the width thereofbe issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all material access defects and other easements appurtenant to the sitesencumbrances, except as disclosed therein; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting name the site, whether recorded, apparent from a physical inspection Administrative Agent for the benefit of the sites or otherwise known to Lenders as the surveyorinsured thereunder; (E) any encroachments on any adjoining property by be in the building structures form of ALTA Loan Policy - 1970 (Amended 10/17/70 and improvements on the sites10/17/84) (or policies equivalent in all material respects); (F) if contain such endorsements and affirmative coverage as the site is described as being on a filed map, a legend relating the survey to said map; Administrative Agent may reasonably request and (G) be issued by title companies satisfactory to the Flood Zone designationsAdministrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent) and (ii) furnish to the Administrative Agent 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, in which such Mortgaged Properties are located;have been paid.
(iiic) if If reasonably requested by the Administrative Agent, furnish to the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, (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, and (3) has a term ending not later earlier than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the relevant Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;.
(ivd) with respect to any Mortgaged Property (other than any Oil and Gas Property), any consents or estoppels reasonably deemed necessary or advisable If requested by the Administrative Agent or the Collateral Agent in connection with the Mortgage on such Mortgaged PropertyAgent, each of the foregoing in form and substance reasonably satisfactory furnish to the Administrative Agent and the Collateral Agent;
(v) if reasonably requested by the Administrative Agent or the Collateral Agent, make available copies a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (b) 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. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the 56 51 sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of 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 Collateral Agent by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent Title Insurance Company, which maps or plats and the Collateral Agent, surveys on which surveys they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such 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).
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount reasonably satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) 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; (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request to the extent available in the applicable jurisdictions; and (G) be issued by title 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.
(iv) If reasonably requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property) that is located in a Flood Zone, shall have received (A) a policy of flood insurance that which (1) covers any parcel of improved real property that which is encumbered by the Mortgage on such Mortgaged Propertyany Mortgage, (2) 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 (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) with respect to ; provided, that any Mortgaged Property (other than any Oil and Gas Property), any consents or estoppels reasonably deemed necessary or advisable of the foregoing items so requested by 57 52 the Administrative Agent or may be delivered after the Collateral Agent in connection Closing Date subject to compliance 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;Section 6.10(e).
(v) if reasonably requested by the The Administrative Agent or the Collateral Agent, make available copies 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 Section 5.1(k)(iii) 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
Samples: Credit Agreement (Campfire Inc)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent Within sixty (with a copy to the Administrative Agent60) (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) the Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably requested by the Administrative Agent title insurance company issuing the policy referred to in clause (iii) below (the "Title Insurance Company") shall have received, maps or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;.
(iii) if reasonably requested by in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) 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; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy—2006 (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Collateral Administrative Agent with may reasonably request and (G) be issued by title 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 to any Mortgaged Property of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(other than any Oil and Gas Propertyiv) that is located in a Flood Zone, (A) a policy of flood insurance that (1) covers any parcel of improved real property located in a flood zone that is encumbered by the any Mortgage on such Mortgaged Property, (2) 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 (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;.
(ivv) a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) 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 any Mortgaged Property (the enforceability of the form(s) of the Mortgages to be recorded in such state and such other than any Oil and Gas Property), any consents or estoppels reasonably deemed necessary or advisable by matters as the Administrative Agent or the Collateral Agent may reasonably request, in connection with the Mortgage on such Mortgaged Property, each of the foregoing case 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 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
Samples: Credit Agreement (Del Frisco's Restaurant Group, LLC)
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (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) The Administrative Agent shall have received a Mortgage with respect to each such Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(ii) if reasonably requested by To the extent available, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in Section 7.1(l)(iii) (the "Title Insurance Company") shall have received, maps or the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which 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) the lines of streets abutting the sites and the width thereof; (C) all material 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 flood zone designations, if any, in which such the Mortgaged Properties are located;; provided, that in the event that any of the foregoing items are not delivered on the Closing Date, such items shall be delivered within 45 days thereafter with, if necessary, appropriate endorsements to the title insurance policies referred to in clause (iii) below.
(iii) if reasonably requested by The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount specified in Schedule 1.1B; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property (or, in the case of the Connecticut Mortgage, a Lien subject to the relevant Liens described on Schedule 9.3(f)) free and clear of all defects and encumbrances, except as disclosed therein; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Collateral Administrative Agent with may reasonably request and (G) be issued by Chicago Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect to of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(iv) For any Mortgaged Property (other than any Oil and Gas Property) that is property located in a Flood Zonedesignated flood zone, the Administrative Agent shall have received (A) a policy of flood insurance that which (1) covers any parcel of improved real property that which is encumbered by the any Mortgage on such Mortgaged Property, (2) is written in an amount not less than the outstanding principal amount of the indebtedness 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 (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower mortgager under the Mortgage has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;
(iv) 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 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 The Administrative Agent or the Collateral Agent, make available copies 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 Section 7.1(l)(iii) and a copy of all other material documents affecting such the Mortgaged Properties of which the Borrower is aware; andProperties.
(vi) if requested by the Administrative Agent or the Collateral Agent, legal opinions as Notwithstanding anything to the validity and enforceability ofcontrary in this Section 7.1, and other customary matters in the event that Packard shall be unable to deliver any item described in this Section 7.1 with respect toto the Connecticut Mortgaged Property solely as a result of its inability to obtain any requisite consent of any Connecticut Governmental Authority, such items shall not be required to be delivered on the Mortgages on Closing Date, provided, that, in each case, such Mortgaged Propertiesitems (including, which opinions with respect to the Connecticut Mortgage, a legal opinion) shall be in form and substance, and from counsel, reasonably satisfactory to delivered no later than 90 days after the Administrative Agent and the Collateral Agent, provided that there shall be no title opinions or insurance requiredClosing Date.
Appears in 1 contract
Mortgages, etc. Deliver the following documents and agreements to the Collateral Agent (with a copy to the Administrative Agent) (a) within 90 Within 45 days after the Closing Date, with respect or up 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 Closing Date if agreed by the fiscal quarter ending March 31Administrative Agent, 2006) that demonstrate an Asset Coverage Ratio of less than 1.50 to 1.00, with respect to do the Mortgaged Properties identified on Part B of Schedule 1.1Bfollowing:
(ia) Furnish to the Administrative Agent a Mortgage with respect to each such New Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto;.
(iib) if reasonably 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 the Collateral Agent with respect to any Mortgaged Property (other than any Oil and Gas Property), plats of an as-built survey of the sites of such the New Mortgaged Properties certified to the Administrative Agent and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral AgentTitle 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 then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which there shall be surveyed and shown on such maps, plats or surveys the following: (Ai) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (Bii) the lines of streets abutting the sites and the width thereof; (Ciii) all material access and other easements appurtenant to the sites; (Div) 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; (Ev) any encroachments on any adjoining property by the building structures and improvements on the sites; (Fvi) if the site is described as being on a filed map, a legend relating the survey to said map; and (Gvii) the Flood Zone flood zone designations, if any, in which such the New Mortgaged Properties are located;.
(c) The Administrative Agent shall receive in respect of each New Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (i) be in an amount satisfactory to the Administrative Agent; (ii) be issued at ordinary rates; (iii) insure that the Mortgage insured thereby creates a valid first Lien on such New Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (iv) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (v) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (vi) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (vii) be issued by title 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 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 reasonably any, have been paid.
(d) If requested by the Administrative Agent, the Administrative Agent or the Collateral Agent with respect to any Mortgaged Property shall receive (other than any Oil and Gas Property) that is located in a Flood Zone, (Ai) a policy of flood insurance that (1A) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, and is in a designated flood zone (2B) 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 (3C) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (Bii) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;.
(ive) with respect to any Mortgaged Property (other than any Oil and Gas Property), any consents or estoppels reasonably deemed necessary or advisable by the The Administrative Agent shall receive a copy of all recorded documents referred to, or listed as exceptions to title in, the Collateral title policy or policies referred to in paragraph (c) above and a copy of all other material documents affecting the New Mortgaged Properties.
(f) The Administrative Agent shall receive, in connection with the Mortgage on such Mortgaged Property, respect of each of the foregoing in form Existing Mortgages
(a) an amendment thereto (the “Mortgage Amendment”), executed and substance reasonably satisfactory delivered by a duly authorized officer of each party thereto; (b) an endorsement to the Administrative Agent existing title insurance policy, updating the effective date and amending the Collateral Agent;
description of the existing insured mortgage to include the Mortgage Amendment, (vc) if a no-lien affidavit, executed by the president or other officer of the mortgagor, and other documentation reasonably requested by the Administrative Agent or the Collateral Agenttitle company, make available copies of all 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 title company and (d) evidence that the Collateral AgentBorrower has paid all premiums in respect of the endorsement to the title policy, provided that there shall be no title opinions or insurance requiredall charges for mortgage recording tax and mortgage filing fees, and all related expenses, if any.
Appears in 1 contract
Mortgages, etc. Deliver the following documents and agreements On or prior to the Collateral Agent date which is 60 ------------------------------ days following the Restatement Effective Date (with a copy to such period of 60 days, the Administrative Agent) "Mortgage Period"): ---------------
(a) within 90 days after the Closing Date, with respect Company shall cause to be delivered to the Mortgaged Properties identified on Part A of Schedule 1.1BNew Trustee, 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 two Mortgages with respect to each such 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);
(iib) if reasonably requested by the Administrative Agent or Company shall cause to be delivered to the Collateral Agent with respect New Trustee, and the title insurance company issuing the policy referred to any Mortgaged Property in clause (other than any Oil and Gas Property)c) below (the "Title Insurance Company") shall have received, an as-built a land survey of ----------------------- the sites of such the Mortgaged Properties certified to the Administrative Agent New Trustee and the Collateral Agent Title Insurance Company in a manner reasonably satisfactory to each of them, dated a date reasonably satisfactory to the Administrative Agent and the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to the Administrative Agent and the Collateral Agent, which surveys survey shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the then current American Land Title Association and the American Congress on Surveying and MappingMapping in 1992, and, without limiting the generality of the foregoing, on which there shall be surveyed and shown on such surveys the following: (Ai) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (Bii) the lines of streets abutting the sites and the width thereof; (Ciii) all material access and other easements appurtenant to the sites; (Div) 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; (Ev) 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 (Gvi) the Flood Zone flood zone designations, if any, in which such the Mortgaged Properties are locatedlocated (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));
(c) the New Trustee shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up binder for such insurance. Each such policy shall (i) be in an amount reasonably satisfactory to the Administrative Agent; (ii) insure that the Mortgages insured thereby 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; (iii) name the New Trustee for the benefit of the Lenders as the insured thereunder; (iv) be in the form of ALTA Loan Policy- 1992 (or equivalent policies); (v) contain such endorsements and affirmative coverage (consistent with the other provisions contained herein) as the Administrative Agent may reasonably request and (vi) be issued by title 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 reasonably any, have been paid;
(d) if requested by the Administrative Agent or the Collateral Agent 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 (other than any Oil and Gas Property) that is located in a Flood Zone, (Ai) a policy of flood insurance that (1A) covers any parcel of improved real property that is encumbered by the any Mortgage on such Mortgaged Property, (2B) 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 (3C) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (Bii) confirmation that the Borrower Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board;; and
(ive) with respect the Administrative Agent shall have received a copy of recorded documents referred to, or listed as exceptions to any title in, the title policy or policies referred to in clause (c) above and a copy of all other material documents in the possession of the Company affecting the Mortgaged Property (other than any Oil and Gas Property)Properties, any consents or estoppels reasonably deemed necessary or advisable in each case to the extent requested by the Administrative Agent or Agent; provided, that (i) if (A) the Collateral Agent in connection with the Mortgage on such Mortgaged Property, each of the foregoing in form and substance reasonably satisfactory Company delivers to the Administrative Agent and -------- each Lender prior to the Collateral Agent;
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 (vB) if reasonably requested by the Administrative Agent or determines that the Collateral AgentCompany has proceeded and is proceeding diligently to comply with its obligations under this Section 10.13, make available copies of all material documents affecting such Mortgaged Properties of which the Borrower is aware; and
(vi) if requested by 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 Collateral Agent, legal opinions as end of any 30- day extension granted pursuant to the validity and enforceability of, and other customary matters with respect toforegoing clause (i), the Mortgages on such Mortgaged Properties, which opinions shall be Company has completed the requirements set forth above 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.this Section
Appears in 1 contract
