Mortgages; Title Insurance. Amended and Restated Mortgages shall have been duly authorized, executed and delivered by the Borrower and the Guarantors (as applicable), shall have been recorded, registered and filed in a manner acceptable to the Agent, shall be in full force and effect and no default shall exist thereunder, and the Agent shall have received fully executed copies thereof, and each Lender shall have received a photocopy thereof. To the extent not previously delivered, the Agent, for the benefit of the Lenders, shall have received policies of title insurance or title insurance binders in form and substance satisfactory to the Agent, from title insurance companies duly licensed to do business in the states where the Realty is located, selected by the Borrower and acceptable to the Agent, in amounts satisfactory to the Agent but not to exceed the fair market value of the Realty, on standard ALTA (1992) Loan Policy forms, with respect to each tract of Realty being encumbered by the liens of the Mortgages, all premiums thereon shall have been paid, and the policy shall insure that the Mortgages constitute valid, enforceable first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except for and subject to Permitted Liens, and with such exceptions as are acceptable to the Agent, and shall include revolving credit endorsements, variable rate endorsements and such other endorsements as the Agent may request, to the extent available in the applicable jurisdictions. Such title insurance policies (or binders, as the case may be) with respect to the Realty may not contain general survey exceptions except with the Agent's prior written consent. To the extent title insurance policies (or binders, as the case may be) have been previously delivered to the Agent, this CLAUSE (E) shall only require (with respect to title insurance) (i) an endorsement to such title insurance (or binders, as the case may be) insuring that the amended and restated Mortgages constitute valid enforceable, first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except from and subject to Permitted Liens and with such exceptions as are acceptable to the Agent and (ii) payment of premiums thereon.
Appears in 1 contract
Mortgages; Title Insurance. Amended and Restated Mortgages shall have been duly authorized(a) On the Initial Borrowing Date, executed and delivered by the Borrower and the Guarantors (as applicable), shall have been recorded, registered and filed in a manner acceptable to the Agent, shall be in full force and effect and no default shall exist thereunder, and the Collateral Agent shall have received fully executed copies thereofcounterparts of deeds of trust, mortgages and similar documents in each Lender shall have received a photocopy thereof. To the extent not previously delivered, the Agent, for the benefit of the Lenders, shall have received policies of title insurance or title insurance binders case in form and substance satisfactory to the AgentCollateral Agent (as amended, modified or supplemented from title insurance companies duly licensed time to do business time in accordance with the states where terms thereof and hereof, each a "Mortgage" and, collectively, the Realty is located, selected by the Borrower and acceptable to the Agent, in amounts satisfactory to the Agent but not to exceed the fair market value of the Realty, on standard ALTA (1992"Mortgages") Loan Policy forms, with respect to each tract of Realty being encumbered by the liens of the MortgagesMortgaged Properties, if any, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide that counterparts of such Mortgages shall be recorded on the Initial Borrowing Date in all premiums thereon places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors.
(b) On the Initial Borrowing Date, the Collateral Agent shall have been paid, received mortgagee title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the policy shall insure Collateral Agent that the Mortgages constitute valid, are valid and enforceable first priority liens mortgage Liens on the Realtyrespective Mortgaged Properties, free and clear from of all title defects and encumbrances whatsoever except for Permitted Encumbrances. Such Mortgage Policies shall be in form and subject to Permitted Liens, and with such exceptions as are acceptable substance reasonably satisfactory to the Agent, Collateral Agent and (i) shall include revolving credit endorsements, variable rate endorsements and such other endorsements as the Agent may request, (to the extent available in the applicable jurisdictions. Such title respective jurisdiction of each Mortgaged Property) an endorsement for future advances under this Agreement, the Notes and the Mortgages, and for such other matters that the Collateral Agent in its discretion may reasonably request, (ii) shall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance policies and such reinsurance (or binders, including direct access agreements) as the case Collateral Agent in its discretion may bereasonably request.
(c) with respect On the Initial Borrowing Date, the Collateral Agent shall have received surveys in form and substance satisfactory to the Realty may not contain general survey exceptions except with Collateral Agent of each Mortgaged Property, if any, designated as "Owned" on Annex III hereto, dated a recent date acceptable to the Agent's prior written consent. To Collateral Agent and certified in a manner satisfactory to the extent title insurance policies (or binders, as the case may be) have been previously delivered Collateral Agent by a licensed professional surveyor satisfactory to the Agent, this CLAUSE (E) shall only require (with respect to title insurance).
(id) an endorsement On the Initial Borrowing Date, the Collateral Agent shall have received duly authorized, fully executed, acknowledged and delivered subordination, non-disturbance and attornment agreements, assignment of leases, landlord consents, tenant estoppel certificates and such other documents relating to such title insurance (or binders, as the case may be) insuring Mortgages that the amended Collateral Agent may request, and restated Mortgages constitute valid enforceable, first priority liens on all the Realty, free foregoing shall be in form and clear from all title defects and encumbrances whatsoever except from and subject to Permitted Liens and with such exceptions as are acceptable substance reasonably satisfactory to the Agent and (ii) payment of premiums thereonCollateral Agent.
Appears in 1 contract
Mortgages; Title Insurance. Amended and Restated Mortgages shall have been duly authorized, executed and delivered by the Borrower and the Guarantors (as applicable), shall have been recorded, registered and filed in a manner acceptable to the Agent, shall be in full force and effect and no default shall exist thereunder, and the The Administrative Agent shall have received received:
(i) fully executed copies thereofcounterparts of the Mortgages, and each Lender shall together with evidence that counterparts of the Mortgages have received a photocopy thereof. To been delivered to the Title Insurance Company insuring the Lien of the Mortgages for recording in all places to the extent not previously deliverednecessary or, in the reasonable opinion of the Administrative Agent, desirable to effectively create a valid and enforceable first priority deed of trust lien on each Mortgaged Property (subject only, in each such case, to Permitted Liens) and except as provided in the Intercreditor Agreement) in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Lenders, shall have received policies of Secured Parties;
(ii) mortgagee title insurance policies or title marked-up unconditional commitments for such insurance binders in connection with the respective Mortgaged Property issued by the Title Insurance Company for the benefit of the Secured Parties (the “Mortgage Policies”) in amounts reasonably satisfactory to the Administrative Agent insuring the Collateral Agent that the respective Mortgages on such Mortgaged Property are valid and subsisting first priority deed of trust liens on the applicable Subsidiary Guarantor’s interest in the respective Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens and such Mortgage Policies shall not contain a general survey exception (except (x) an exception for shortages in area, and (y) as to lakes and excess land) and shall otherwise be in form and substance reasonably satisfactory to the AgentAdministrative Agent and shall include, from title as appropriate, any available endorsements that the Administrative Agent in its reasonable discretion may request, shall not include a general exception for mechanics’ or any other exception for mechanic’s liens unless such liens would constitute Permitted Liens and shall provide for available affirmative insurance companies duly licensed to do business and such reinsurance (including direct access agreements) as the Administrative Agent in the states where the Realty is located, selected by the Borrower and acceptable to the Agent, in amounts its discretion may reasonably request; and
(iii) (A) confirmation reasonably satisfactory to the Administrative Agent but that the Projects are not to exceed comprised of any building (as defined below) or mobile home located in a “special flood hazard area” or (B) documentation evidencing flood insurance in such total amount as the fair market value of Administrative Agent may reasonably require, if on the Realty, on standard ALTA (1992) Loan Policy forms, with respect to each tract of Realty being encumbered Closing Date the area in which any such building comprising any Project is designated a “special flood hazard area” in any Flood Insurance Rate Map published by the liens of the Mortgages, all premiums thereon shall have been paidFederal Emergency Management Agency (or any successor agency), and otherwise in compliance with the policy shall insure National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time, together with confirmation that the Mortgages constitute validBorrower has received the notice required pursuant to Section 208.25(i) of Regulation H. For the purposes hereof, enforceable first priority liens on the Realty“building” shall mean a walled and roofed structure, free other than a gas or liquid storage tank, that is principally above ground and clear from all title defects and encumbrances whatsoever except for and subject affixed to Permitted Liensa permanent site, and with such exceptions as are acceptable to the Agent, a walled and shall include revolving credit endorsements, variable rate endorsements and such other endorsements as the Agent may request, to the extent available roofed structure while in the applicable jurisdictions. Such title insurance policies (course of construction, alteration or binders, as the case may be) with respect to the Realty may not contain general survey exceptions except with the Agent's prior written consent. To the extent title insurance policies (or binders, as the case may be) have been previously delivered to the Agent, this CLAUSE (E) shall only require (with respect to title insurance)
(i) an endorsement to such title insurance (or binders, as the case may be) insuring that the amended and restated Mortgages constitute valid enforceable, first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except from and subject to Permitted Liens and with such exceptions as are acceptable to the Agent and (ii) payment of premiums thereonrepair.
Appears in 1 contract
Mortgages; Title Insurance. Amended (i) Not later than one hundred and Restated Mortgages twenty (120) days after the Effective Date (or such later date as the Administrative Agent may agree in its reasonable discretion), each of the Operating Parties shall have delivered a Mortgage covering such Operating Parties’ respective interest in the Initial Mortgage Property, together with:
(A) evidence that counterparts of such Mortgage on the Initial Mortgage Property have been duly authorizedexecuted, executed acknowledged and delivered in form suitable for recording, in all recording offices in applicable jurisdictions required by law in order to create a valid and perfected first and subsisting Lien (subject to Permitted Liens) on the Borrower property described therein in favor of the Collateral Agent as mortgagee (and the Guarantors (as applicable), shall have adequate provision for such recording has been recorded, registered and filed made in a manner reasonably acceptable to the Administrative Agent) and that all recording Taxes and fees payable in connection with recording the Mortgage have been paid or placed in escrow with the Title Company pending recording;
(B) evidence that all other actions required by law in order to create valid first and subsisting Liens (subject to Permitted Liens) on the Initial Mortgage Property have been taken;
(C) the following flood-insurance related items:
(1) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Initial Mortgage Property;
(2) if any improvement to the Initial Mortgage Property is located in a special flood hazard area pursuant to applicable Law, a notification to the Borrower (“Borrower Notice”), which, if applicable, shall be contain a notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in full force and effect and no default shall exist thereunderthe NFIP, together with documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery); and
(3) if a Borrower Notice is required pursuant to applicable Law, and flood insurance coverage under the NFIP is available in the community in which the Initial Mortgage Property is located, a copy of one of the following: the flood insurance policy, the Operating Parties’ application for a flood insurance policy plus proof of premium payment or inclusion of such premium payment in the Funds Flow Memorandum, a declaration page confirming that flood insurance has been provided as a separate policy or within the property insurance program for the Project, or such other evidence of flood insurance satisfactory to the Administrative Agent shall have received fully executed copies thereofand in such amounts not to exceed those amounts required under the NFIP, as applicable; and
(4) appropriately completed fixture filings (if the recording of the Mortgage is not sufficient as a fixture filing) and as-extracted collateral filings, naming each of the Operating Parties as debtor and the Collateral Agent as secured party, in form appropriate for filing under the applicable Uniform Commercial Code, covering the Collateral described in the Mortgages; and
(D) opinions of counsel to the Operating Parties regarding the due authorization, execution, delivery and enforceability of the Mortgages, and each Lender shall have received a photocopy thereof. To the extent not previously deliveredother customary matters, the Agent, for the benefit of the Lenders, shall have received policies of title insurance or title insurance binders in form and substance reasonably satisfactory to the Administrative Agent.
(ii) Not later than one hundred and twenty (120) days after the Effective Date (or such later date as the Administrative Agent may agree in its reasonable discretion), from the Administrative Agent shall have received, for the Initial Mortgage Property in which the Operating Parties own a fee title insurance companies duly licensed interest:
(A) a fully paid American Land Title Association Loan Policy of Title Insurance (or marked, unconditional, binding title commitment, or pro forma policy of title insurance, to do business issue such policy) in the states where the Realty is located, selected by the Borrower and acceptable to the Agent, in amounts satisfactory to the Agent but not to exceed the fair market value favor of the Realty, on standard ALTA (1992) Loan Policy forms, Collateral Agent with respect to each tract Mortgage covering such Initial Mortgage Property (the “Title Policy”), including such endorsements as the Administrative Agent may deem reasonably necessary (except that the Operating Parties may deliver a zoning report reasonably acceptable to the Administrative Agent in lieu of Realty being encumbered a zoning endorsement) and available at commercially reasonable rates in Ohio in an amount equal to the Term B Commitments as of the Effective Date, issued by the liens of Title Company or another title insurer reasonably acceptable to the MortgagesAdministrative Agent, all premiums thereon shall have been paid, insuring the Mortgage described in Section 7.01(w)(i) to be a valid first and the policy shall insure that the Mortgages constitute valid, enforceable first priority liens subsisting Lien on the Realtyproperty described therein (except over mineral interests), free and clear from of all title defects and encumbrances whatsoever except for and subject to Liens, excepting only Permitted Liens; and
(B) either a new survey or a copy of the Operating Parties’ existing American Land Title Association/National Society of Professional Surveyors form survey, and with or such exceptions survey as are of a quality acceptable to the AgentTitle Company for purposes of insuring such easements (the “Survey”), along with a survey affidavit of no change, in each case, in form, scope and shall include revolving credit endorsementssubstance sufficient to cause all standard survey exceptions to be deleted from the Title Policy (or, variable rate endorsements and such other endorsements as at the Agent may requestOperating Parties’ sole but reasonable election, to the extent available in the applicable jurisdictions. Such arrange for affirmative title insurance policies (or binders, as the case may bespecial endorsements insuring against enforcement of such exceptions) with respect and otherwise reasonably satisfactory to the Realty may not contain general survey exceptions except with Title Company and the Administrative Agent's prior written consent. To the extent title insurance policies (or binders, as the case may be) have been previously delivered to the Agent, this CLAUSE (E) shall only require (with respect to title insurance)
(i) an endorsement to such title insurance (or binders, as the case may be) insuring that the amended and restated Mortgages constitute valid enforceable, first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except from and subject to Permitted Liens and with such exceptions as are acceptable to the Agent and (ii) payment of premiums thereon.
Appears in 1 contract
Mortgages; Title Insurance. Amended and Restated Mortgages shall have been duly authorized(a) On the Initial Borrowing Date, executed and delivered by the Borrower and the Guarantors (as applicable), shall have been recorded, registered and filed in a manner acceptable to the Agent, shall be in full force and effect and no default shall exist thereunder, and the Collateral Agent shall have received fully executed copies thereofcounterparts of each Mortgage delivered in connection with the Existing Credit Agreement (the "Original Mortgages"), as amended and each Lender shall have received a photocopy thereof. To the extent not previously delivered, the Agent, for the benefit restated as of the Lenders, shall have received policies of title insurance or title insurance binders Initial Borrowing Date in form and substance satisfactory to the AgentCollateral Agent (as the same may be further amended, restated, supplemented or otherwise modified from title insurance companies duly licensed time to do business in time, the states where "Restated Mortgages"), covering each of the Realty is locatedMortgaged Properties (other than Mortgaged Properties owned by Vistar or any of its Subsidiaries), selected by the Borrower and acceptable to the Agent, in amounts arrangements reasonably satisfactory to the Collateral Agent but not shall be in place to exceed the fair market value provide that counterparts of the RealtyRestated Mortgages shall be recorded in all places to the extent necessary or desirable, on standard ALTA (1992) Loan Policy forms, with respect to each tract of Realty being encumbered by in the liens judgment of the MortgagesCollateral Agent, all premiums thereon shall have been paid, effectively to continue a valid and the policy shall insure that the Mortgages constitute valid, enforceable first priority liens on the Realtymortgage Lien, free and clear from all title defects and encumbrances whatsoever except for and subject only to Permitted LiensEncumbrances, and with on each such exceptions Mortgaged Property in favor of the Collateral Agent (or such other trustee as are acceptable may be required or desired under local law) for the ratable benefit of the Secured Creditors.
(b) On the Initial Borrowing Date, the Collateral Agent shall have received in respect of each of the mortgagee title insurance policies issued to the Collateral Agent in connection with the Original Mortgages (the "Original Mortgage Policies"), either (i) a mortgage modification endorsement thereto or (ii) a title policy "datedown" or update thereof, in the reasonable discretion of the Collateral Agent, and shall include revolving credit endorsements, variable rate endorsements and in each case indicating no new Liens or other encumbrances of record against such Mortgaged Property (other endorsements as than Permitted Liens) after the Agent may request, to effective date of the extent available in the applicable jurisdictions. Such title insurance policies (or binders, as the case may be) with respect to the Realty may not contain general survey exceptions except with the Agent's prior written consent. To the extent title insurance policies (or binders, as the case may be) have been previously delivered to the Agent, this CLAUSE (E) shall only require (with respect to title insurance)
(i) an endorsement to such title insurance (or binders, as the case may be) insuring that the amended and restated Mortgages constitute valid enforceable, first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except from and subject to Permitted Liens and with such exceptions as are acceptable to the Agent and (ii) payment of premiums thereonOriginal Mortgage Policies.
Appears in 1 contract
Mortgages; Title Insurance. Amended and Restated Mortgages shall have been duly authorized(a) On the Initial Borrowing Date, executed and delivered by the Borrower and the Guarantors (as applicable), shall have been recorded, registered and filed in a manner acceptable to the Agent, shall be in full force and effect and no default shall exist thereunder, and the Collateral Agent shall have received fully executed copies thereofcounterparts of deeds of trust, mortgages and similar documents in each Lender shall have received a photocopy thereof. To the extent not previously delivered, the Agent, for the benefit of the Lenders, shall have received policies of title insurance or title insurance binders case in form and substance satisfactory to the AgentCollateral Agent (as amended, modified or supplemented from title insurance companies duly licensed time to do business time in accordance with the states where terms thereof and hereof, each a "Mortgage" and, collectively, the Realty is located, selected by the Borrower and acceptable to the Agent, in amounts satisfactory to the Agent but not to exceed the fair market value of the Realty, on standard ALTA (1992"Mortgages") Loan Policy forms, with respect to each tract of Realty being encumbered by the liens of the MortgagesMortgaged Properties, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide that counterparts of such Mortgages shall be recorded on the Initial Borrowing Date in all premiums thereon places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors and, to the extent required under the Existing Senior Notes Indenture, the holders of the Existing Senior Notes.
(b) On the Initial Borrowing Date, the Collateral Agent shall have been paid, received mortgagee title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the policy shall insure Collateral Agent that the Mortgages constitute valid, are valid and enforceable first priority liens mortgage Liens on the Realtyrespective Mortgaged Properties, free and clear from of all title defects and encumbrances whatsoever except for Permitted Encumbrances. Such Mortgage Policies shall be in form and subject to Permitted Liens, and with such exceptions as are acceptable substance reasonably satisfactory to the Agent, Collateral Agent and (i) shall include revolving credit endorsements, variable rate endorsements and such other endorsements as the Agent may request, (to the extent available in the applicable jurisdictions. Such title respective jurisdiction of each Mortgaged Property) an endorsement for future advances under this Agreement, the Notes and the Mortgages, and for such other matters that the Collateral Agent in its discretion may reasonably request, (ii) shall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance policies and such reinsurance (or binders, including direct access agreements) as the case Collateral Agent in its discretion may bereasonably request.
(c) On the Initial Borrowing Date (and to the extent deemed necessary by the Collateral Agent), the Collateral Agent shall have received surveys in form and substance reasonably satisfactory to the Collateral Agent of each Mortgaged Property designated as "owned" on Schedule 6.20, dated a recent date reasonably acceptable to the Collateral Agent, certified in a manner reasonably satisfactory to the Collateral Agent by a licensed professional surveyor reasonably satisfactory to the Collateral Agent. At the time of the delivery of such surveys for such Mortgaged Properties, the Mortgage Policies with respect to the Realty may not contain general survey exceptions except with the Agent's prior written consent. To the extent title insurance policies (or binders, as the case may be) have been previously delivered such Mortgaged Properties shall be amended in a manner reasonably satisfactory to the Agent, this CLAUSE (E) shall only require (with respect Collateral Agent to remove therefrom any "survey exception" noted therein or cause the title insurance)
(i) an endorsement company providing such Mortgage Policies to such title insurance (or binders, as insure over the case may be) insuring that the amended and restated Mortgages constitute valid enforceable, first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except from and subject to Permitted Liens and with such exceptions as are acceptable same in a manner reasonably satisfactory to the Agent and (ii) payment of premiums thereonCollateral Agent.
Appears in 1 contract
Sources: Credit Agreement (Fisher Scientific International Inc)
Mortgages; Title Insurance. Amended Mortgages for the Realty located at (i) Memorial Hospital of Martinsville and Restated Mortgages ▇▇▇▇▇ County, Martinsville, ▇▇▇▇▇ County, Virginia, and (ii) Los Alamos Medical Center, Los Alamos, Los Alamos County, New Mexico, (the "Closing Hospitals") shall have been duly authorized, executed and delivered by the Borrower Borrower, PHC-Martinsville, Inc. and the Guarantors PHC-Los Alamos, Inc. (as applicable), shall have been recorded, registered and filed in a manner reasonably acceptable to the Agent, shall be in full force and effect and no default Default shall exist thereunder, and the Agent shall have received fully executed copies thereof, and each Lender shall have received a photocopy thereof. To the extent not previously delivered, the The Agent, for the benefit of the Lenders, shall have received policies of title insurance or title insurance binders in form and substance reasonably satisfactory to the Agent, from title insurance companies duly licensed to do business in the states where the Realty for the Closing Hospitals is located, selected by the Borrower and reasonably acceptable to the Agent, in amounts reasonably satisfactory to the Agent but not to exceed the fair market value of the Realty, on standard ALTA (1992) Loan Policy forms, with respect to each tract of Realty being encumbered by the liens of the MortgagesMortgages for the Closing Hospitals, all premiums thereon shall have been paid, and the each such policy shall insure that the Mortgages constitute related Mortgage constitutes a valid, enforceable enforceable, first priority liens lien on the RealtyRealty subject thereto, free and clear from all title defects and encumbrances whatsoever except for and subject to Permitted Liens, and with such exceptions as are reasonably acceptable to the Agent, and shall include future advance and revolving credit endorsements, variable rate endorsements and such other endorsements as the Agent may reasonably request, to the extent available in the applicable jurisdictions. Such title insurance policies (or binders, as the case may be) with respect to Realty for the Realty Closing Hospitals may not contain general survey exceptions except with the Agent's prior written consent. To the extent title insurance policies (or binders, as the case may be) have been previously delivered to the Agent, this CLAUSE (E) shall only require (with respect to title insurance)
(i) an endorsement to such title insurance (or binders, as the case may be) insuring that the amended and restated Mortgages constitute valid enforceable, first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except from and subject to Permitted Liens and with such exceptions as are acceptable to the Agent and (ii) payment of premiums thereon.
Appears in 1 contract
Mortgages; Title Insurance. Amended On the Initial Borrowing Date, the -------------------------- Collateral Agent shall have received:
(a) fully executed counterparts of mortgages or deeds to secure debt in each case in form and Restated substance reasonably satisfactory to the Agents (each, a "Mortgage" and, collectively, the "Mortgages"), which Mortgages shall have been duly authorized, executed and delivered cover such of the Real Property owned or leased by the Borrower and or any Domestic Wholly-Owned Subsidiary as shall be designated as such on Schedule 5.12 (each, a "Mortgaged Property" and, collectively, the Guarantors (as applicable"Mortgaged Properties"), shall together with evidence that counterparts of the Mortgages have been recorded, registered and filed in a manner acceptable delivered to the title insurance company insuring the Lien of the Mortgages for recording in all places to the extent necessary or, in the reasonable opinion of the Collateral Agent, shall desirable to effectively create a valid and enforceable first priority mortgage lien on each Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be in full force and effect and no default shall exist thereunder, and the Agent shall have received fully executed copies thereof, and each Lender shall have received a photocopy thereof. To the extent not previously delivered, the Agent, required or desired under local law) for the benefit of the LendersSecured Creditors, shall have received policies of title insurance or title insurance binders in form and substance satisfactory to the Agent, from title insurance companies duly licensed to do business in the states where the Realty is located, selected by the Borrower and acceptable to the Agent, in amounts satisfactory to the Agent but not to exceed the fair market value of the Realty, on standard ALTA (1992) Loan Policy forms, with respect to each tract of Realty being encumbered by the liens of the Mortgages, all premiums thereon shall have been paid, and the policy shall insure that the Mortgages constitute valid, enforceable first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except for and subject only to Permitted Liens, and with such exceptions as are acceptable to the Agent, and shall include revolving credit endorsements, variable rate endorsements and such other endorsements as the Agent may request, to the extent available in the applicable jurisdictions. Such title insurance policies ; and
(or binders, as the case may beb) with respect to the Realty may not contain general survey exceptions except with the AgentParent's prior written consent. To the extent corporate headquarters located in Broomfield, Colorado, only, a mortgagee title insurance policies (policy on such Mortgaged Property, issued by Chicago Title Insurance Company or binders, as the case may be) have been previously delivered such other title insurers reasonably satisfactory to the AgentCollateral Agent (the "Mortgage Policy"), this CLAUSE (E) shall only require (with respect in an amount satisfactory to title insurance)
(i) an endorsement to such title insurance (or binders, as the case may be) insuring Agents assuring the Collateral Agent that the amended Mortgage on such Mortgaged Property is a valid and restated Mortgages constitute valid enforceable, enforceable first priority liens mortgage lien on the Realtysuch Mortgaged Property, free and clear from of all title defects and encumbrances whatsoever except from Permitted Encumbrances and subject to Permitted Liens such Mortgage Policy shall otherwise be in form and with such exceptions as are acceptable substance reasonably satisfactory to the Agents and shall include, as appropriate, an endorsement for future advances under this Agreement and the Notes and for any other matter that the Collateral Agent in its reasonable discretion may reasonably request, shall not include an exception for mechanics' liens, and (ii) payment of premiums thereonshall provide for affirmative insurance and such reinsurance as the Collateral Agent in its discretion may reasonably request.
Appears in 1 contract
Mortgages; Title Insurance. Amended and Restated Mortgages shall have been duly authorized(a) On the Initial Borrowing Date, executed and delivered by the Borrower and the Guarantors (as applicable), shall have been recorded, registered and filed in a manner acceptable to the Agent, shall be in full force and effect and no default shall exist thereunder, and the Collateral Agent shall have received fully executed copies thereofcounterparts of deeds of trust, mortgages and similar documents in each Lender shall have received a photocopy thereof. To the extent not previously delivered, the Agent, for the benefit of the Lenders, shall have received policies of title insurance or title insurance binders case in form and substance satisfactory to the AgentCollateral Agent (as amended, modified or supplemented from title insurance companies duly licensed time to do business time in accordance with the states where terms thereof and hereof, each a "Mortgage" and, collectively, the Realty is located, selected by the Borrower and acceptable to the Agent, in amounts satisfactory to the Agent but not to exceed the fair market value of the Realty, on standard ALTA (1992"Mortgages") Loan Policy forms, with respect to each tract of Realty being encumbered by the liens of the MortgagesMortgaged Properties, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide that counterparts of such Mortgages shall be recorded on the Initial Borrowing Date in all premiums thereon places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors.
(b) On the Initial Borrowing Date, the Collateral Agent shall have been paid, received mortgagee title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the policy shall insure Collateral Agent that the Mortgages constitute valid, are valid and enforceable first priority liens mortgage Liens on the Realtyrespective Mortgaged Properties, free and clear from of all title defects and encumbrances whatsoever except for Permitted Encumbrances. Such Mortgage Policies shall be in form and subject to Permitted Liens, and with such exceptions as are acceptable substance reasonably satisfactory to the Agent, Collateral Agent and (i) shall include revolving credit endorsements, variable rate endorsements and such other endorsements as the Agent may request, (to the extent available in the applicable jurisdictions. Such title insurance policies (or binders, as the case may be) with respect to the Realty may not contain general survey exceptions except with the Agent's prior written consent. To the extent title insurance policies (or binders, as the case may be) have been previously delivered to the Agent, this CLAUSE (E) shall only require (with respect to title insurance)
(irespective jurisdiction of each Mortgaged Property) an endorsement to for future advances under this Agreement, the Notes and the Mortgages, and for such title insurance (or binders, as the case may be) insuring other matters that the amended and restated Mortgages constitute valid enforceableCollateral Agent in its discretion may reasonably request, first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except from and subject to Permitted Liens and with such exceptions as are acceptable to the Agent and (ii) payment of premiums thereonshall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent in its discretion may reasonably request.
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Mortgages; Title Insurance. Amended and Restated Mortgages shall have been duly authorized, executed and delivered by the Borrower and the Guarantors (as applicable), shall have been recorded, registered and filed in a manner acceptable to the Agent, shall be in full force and effect and no default shall exist thereunder, and the The Administrative Agent shall have received received:
(A) fully executed copies thereofcounterparts of a mortgage for the New Project (in substantially the same form as the Mortgages, or such other form that is reasonably acceptable to Administrative Agent and each Lender shall have received Borrower), together with evidence that a photocopy thereof. To counterpart of such mortgage has been delivered to the Title Insurance Company (or another title insurance company reasonably acceptable to Administrative Agent) insuring the Lien of such mortgage for recording in all places to the extent not previously deliverednecessary or, in the reasonable opinion of the Administrative Agent, desirable to effectively create a valid and enforceable first priority deed of trust lien on the applicable mortgaged property (subject only, in each such case, to Permitted Liens) (and except as provided in the Intercreditor Agreement) in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Lenders, shall have received policies of Secured Parties;
(B) mortgagee title insurance policies or marked-up unconditional commitments for such insurance in amounts reasonably satisfactory to the Administrative Agent insuring the Collateral Agent that the mortgage on the mortgaged property associated with the New Project is valid and subsisting first priority deed of trust lien on the respective mortgaged property, free and clear of all defects and encumbrances except Permitted Liens and such mortgagee title insurance binders policies shall otherwise be in form and substance reasonably satisfactory to the AgentAdministrative Agent and shall include, from title insurance companies duly licensed to do business in the states where the Realty is locatedas appropriate, selected by the Borrower and acceptable to the Agent, in amounts satisfactory to the Agent but not to exceed the fair market value of the Realty, on standard ALTA (1992) Loan Policy forms, with respect to each tract of Realty being encumbered by the liens of the Mortgages, all premiums thereon shall have been paid, and the policy shall insure any available endorsements that the Mortgages Administrative Agent in its reasonable discretion may request, shall not include an exception for mechanics’ liens unless such liens would constitute valid, enforceable first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except for and subject to Permitted Liens, and with shall provide for available affirmative insurance and such exceptions reinsurance (including direct access agreements) as are acceptable the Administrative Agent in its discretion may reasonably request; and
(C) (I) confirmation reasonably satisfactory to the AgentAdministrative Agent that the New Project is not comprised of any building (as defined in Section 3.1(p)(iii) above) or mobile home located in a “special flood hazard area” or (II) documentation evidencing flood insurance in such total amount as the Administrative Agent may reasonably require, if on the New Project Closing Date the area in which any such building comprising the New Project is designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and shall include revolving credit endorsements, variable rate endorsements and such other endorsements otherwise in compliance with the National Flood Insurance Program as the Agent may request, to the extent available set forth in the applicable jurisdictions. Such title insurance policies (or bindersFlood Disaster Protection Act of 1973, as the case may be) amended from time to time, together with respect to the Realty may not contain general survey exceptions except with the Agent's prior written consent. To the extent title insurance policies (or binders, as the case may be) have been previously delivered to the Agent, this CLAUSE (E) shall only require (with respect to title insurance)
(i) an endorsement to such title insurance (or binders, as the case may be) insuring confirmation that the amended and restated Mortgages constitute valid enforceable, first priority liens on Borrower has received the Realty, free and clear from all title defects and encumbrances whatsoever except from and subject notice required pursuant to Permitted Liens and with such exceptions as are acceptable to the Agent and (iiSection 208.25(i) payment of premiums thereon.Regulation H.
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Mortgages; Title Insurance. Amended and Restated Mortgages shall have been duly authorizedOn the Effective Date, executed and delivered by the Borrower and the Guarantors (as applicable), shall have been recorded, registered and filed in a manner acceptable to the Agent, shall be in full force and effect and no default shall exist thereunder, and the Collateral Agent shall have received received:
(i) fully executed copies thereofcounterparts of Mortgages, and each Lender shall have received a photocopy thereof. To the extent not previously delivered, the Agent, for the benefit of the Lenders, shall have received policies of title insurance or title insurance binders in form and substance satisfactory to the Collateral Agent, from title insurance companies duly licensed to do business in which Mortgages shall cover the states where the Realty is located, selected Mortgaged Properties owned by the Borrower respective U.S. Credit Parties on the Effective Date and acceptable to the Agent, Mortgages in amounts form and substance satisfactory to the Agent but not Collateral Agent, which shall cover the Mortgaged Properties owned by the respective Canadian Credit Parties on the Effective Date as designated on Annex V, together with evidence that counterparts of such Mortgages or Mortgages have been delivered to exceed the fair market value title insurance company insuring the Lien of such Mortgages (or, in respect of Mortgaged Properties located in Canada, to the applicable land registry office) for recording in all places to the extent necessary or, in the reasonable opinion of the RealtyCollateral Agent, desirable, to effectively create a valid and enforceable first priority mortgage lien on standard ALTA (1992) Loan Policy forms, with respect to each tract of Realty being encumbered by the liens such Mortgaged Property in favor of the Mortgages, all premiums thereon shall have been paid, and Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the applicable Secured Creditors;
(ii) endorsements to the mortgagee title insurance policy shall insure on each such Mortgaged Property located in the United States issued by a title insurer reasonably satisfactory to the Collateral Agent (such policies referred to herein as the “Mortgage Policies”) satisfactory to the Collateral Agent assuring the Collateral Agent that the Mortgages constitute valid, on such Mortgaged Properties are valid and enforceable first priority mortgage liens on the Realtyrespective Mortgaged Properties, free and clear from of all title defects and encumbrances whatsoever except for Permitted Encumbrances and subject to Permitted Liens, such Mortgage Policies shall otherwise be in form and with such exceptions as are acceptable substance reasonably satisfactory to the AgentCollateral Agent and shall include, as appropriate, an endorsement for future advances under this Agreement and the Notes and for any other matter that the Agent in its discretion may reasonably request, shall not include an exception for mechanics’ liens, and shall include revolving credit endorsements, variable rate endorsements provide for affirmative insurance and such other endorsements reinsurance as the Collateral Agent in its discretion may reasonably request, to the extent available in the applicable jurisdictions. Such title insurance policies (or binders, as the case may be) with respect to the Realty may not contain general survey exceptions except with the Agent's prior written consent. To the extent title insurance policies (or binders, as the case may be) have been previously delivered to the Agent, this CLAUSE (E) shall only require (with respect to title insurance)
(i) an endorsement to such title insurance (or binders, as the case may be) insuring that the amended and restated Mortgages constitute valid enforceable, first priority liens on the Realty, free and clear from all title defects and encumbrances whatsoever except from and subject to Permitted Liens and with such exceptions as are acceptable to the Agent and (ii) payment of premiums thereon.; and
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Mortgages; Title Insurance. Amended and Restated Mortgages shall have been duly authorized(a) On the Restatement Effective Date, executed and delivered by the Borrower and the Guarantors (as applicable), shall have been recorded, registered and filed in a manner acceptable to the Agent, shall be in full force and effect and no default shall exist thereunder, and the Collateral Agent shall have received fully executed copies thereofcounterparts of deeds of trust, mortgages and similar documents in each Lender shall have received a photocopy thereof. To the extent not previously delivered, the Agent, for the benefit of the Lenders, shall have received policies of title insurance or title insurance binders case in form and substance satisfactory to the AgentCollateral Agent (as amended, modified or supplemented from title insurance companies duly licensed time to do business time in accordance with the states where terms thereof and hereof, each a "Mortgage" and, collectively, the Realty is located, selected by the Borrower and acceptable to the Agent, in amounts satisfactory to the Agent but not to exceed the fair market value of the Realty, on standard ALTA (1992"Mortgages") Loan Policy forms, with respect to each tract of Realty being encumbered by the liens of the MortgagesMortgaged Properties, if any, and arrangements reasonably satisfactory to the Collateral Agent shall be in place to provide that counterparts of such Mortgages shall be recorded on the Restatement Effective Date in all premiums thereon places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors.
(b) On the Restatement Effective Date, the Collateral Agent shall have been paid, received mortgagee title insurance policies (or binding commitments to issue such title insurance policies) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the policy shall insure Collateral Agent that the Mortgages constitute valid, are valid and enforceable first priority liens mortgage Liens on the Realtyrespective Mortgaged Properties, free and clear from of all title defects and encumbrances whatsoever except for Permitted Encumbrances. Such Mortgage Policies shall be in form and subject to Permitted Liens, and with such exceptions as are acceptable substance reasonably satisfactory to the Agent, Collateral Agent and (i) shall include revolving credit endorsements, variable rate endorsements and such other endorsements as the Agent may request, (to the extent available in the applicable jurisdictions. Such title respective jurisdiction of each Mortgaged Property) an endorsement for future advances under this Agreement, the Notes and the Mortgages, and for such other matters that the Collateral Agent in its discretion may reasonably request, (ii) shall not include an exception for mechanics' liens, and (iii) shall provide for affirmative insurance policies and such reinsurance (or binders, including direct access agreements) as the case Collateral Agent in its discretion may bereasonably request.
(c) with respect On the Restatement Effective Date, the Collateral Agent shall have received surveys in form and substance satisfactory to the Realty may not contain general survey exceptions except with Collateral Agent of each Mortgaged Property, if any, designated as "Owned" on Annex III hereto, dated a recent date acceptable to the Agent's prior written consent. To Collateral Agent and certified in a manner satisfactory to the extent title insurance policies (or binders, as the case may be) have been previously delivered Collateral Agent by a licensed professional surveyor satisfactory to the Agent, this CLAUSE (E) shall only require (with respect to title insurance).
(id) an endorsement On the Restatement Effective Date, the Collateral Agent shall have received such duly authorized and fully executed documents relating to such title insurance (or binders, as the case may be) insuring Mortgages that the amended Collateral Agent may request, and restated Mortgages constitute valid enforceable, first priority liens on the Realty, free such documents shall be in form and clear from all title defects and encumbrances whatsoever except from and subject to Permitted Liens and with such exceptions as are acceptable substance reasonably satisfactory to the Agent and (ii) payment of premiums thereonCollateral Agent.
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Mortgages; Title Insurance. Amended and Restated Mortgages shall have been duly authorized, executed and delivered by the Borrower and the Guarantors (as applicable), shall have been recorded, registered and filed in a manner acceptable to the Agent, shall be in full force and effect and no default shall exist thereunder, and the Administrative Agent shall have received received:
(i) fully executed copies thereofcounterparts of deeds of trusts, mortgages and similar documents in each Lender case in form and substance reasonably satisfactory to Administrative Agent (each a "Mortgage" and, collectively, the "Mortgages"), which Mortgages shall cover such of the real property owned by Borrower as shall be listed in Schedule 6.11(c) (each a "Mortgaged Property" and, collectively, the "Mortgaged Properties"), together with evidence that counterparts of the Mortgages have received a photocopy thereof. To been delivered to the title insurance company insuring the Lien of the Mortgages for recording in all places to the extent not previously deliverednecessary or desirable, in the reasonable judgment of Administrative Agent, to create a valid and enforceable first priority lien on each Mortgaged Property (subject only to Permitted Liens) in favor of Collateral Agent (or a trustee acting on behalf of Collateral Agent required or desired under local law) for the benefit of the Lenders, shall have received policies of title insurance or title insurance binders in form and substance satisfactory to the Agent, from title insurance companies duly licensed to do business in the states where the Realty is located, selected by the Borrower and acceptable to the Agent, in amounts satisfactory to the Agent but not to exceed the fair market value of the Realty, on standard ALTA (1992) Loan Policy forms, with respect to each tract of Realty being encumbered by the liens of the Mortgages, all premiums thereon shall have been paid, and the policy shall insure that the Mortgages constitute valid, enforceable first priority liens Secured Creditors on the Realty, free and clear from all title defects and encumbrances whatsoever except for and subject to Permitted Liens, and with such exceptions as are acceptable to the Agent, and shall include revolving credit endorsements, variable rate endorsements and such other endorsements as the Agent may request, to the extent available in the applicable jurisdictions. Such Closing Date; and
(ii) mortgagee title insurance policies (or binders, as the case may be) with respect binding commitments to the Realty may not contain general survey exceptions except with the Agent's prior written consent. To the extent title insurance policies (or binders, as the case may be) have been previously delivered to the Agent, this CLAUSE (E) shall only require (with respect to title insurance)
(i) an endorsement to issue such title insurance policies) which shall (or binders, as A) be issued to Collateral Agent for the case may bebenefit of the Secured Creditors by title insurance companies satisfactory to Administrative Agent (the "Mortgage Policies") in amounts reasonably satisfactory to Administrative Agent insuring that the amended Mortgages are valid and restated Mortgages constitute valid enforceable, enforceable first priority mortgage liens on the Realtyrespective Mortgaged Properties, free and clear from of all title defects defects, encumbrances and encumbrances whatsoever other Liens except from Permitted Liens, (B) be in form and subject substance reasonably satisfactory to Permitted Liens Administrative Agent, (C) include, as appropriate, an endorsement for future advances under this Agreement, the Notes and with the Mortgages and such exceptions as are acceptable to the other endorsements that Administrative Agent in its discretion may reasonably request, (D) not include an exception for mechanics' liens, and (iiE) payment of premiums thereonprovide for affirmative insurance and such reinsurance (including direct access agreements) as Administrative Agent in its discretion may reasonably request.
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