Post-Closing Real Estate Deliverables. Borrowers shall cause the ABL Trade Guarantors to deliver to Agent within 120 days of the Effective Date (or such longer period as to which Agent may agree in its sole discretion) with respect to the fee interests in Real Property set forth on Schedule I attached hereto, Mortgages duly executed by the appropriate ABL Trade Guarantor, together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form and substance reasonably acceptable to Agent and otherwise suitable for filing or recording in all filing or recording offices that Agent may deem reasonably necessary or desirable in order to create a valid second and subsisting Lien on the property described therein in favor of Agent for the benefit of the Lenders and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid; (i) for each of the properties described in the Mortgages, a commitment for an American Land Title Association (“ALTA”) Loan Title Insurance Policy, 2006 (or the equivalent thereof; each a “Title Commitment”), issued by an insurer reasonably acceptable to Agent, insuring Agent’s Lien on such property, which policy shall be in an amount not less than 100% of the reasonably estimated fair market value of such property and shall contain customary endorsements and exceptions to coverage reasonably acceptable to Agent; (ii) copies of all material documents of record concerning such property as shown on the title insurance commitment referred to above; and (iii) customary flood searches together with such other information and documents in each case conforming with and sufficient to demonstrate compliance with the Flood Laws relative to each such property, and if indicated by such searches, a flood insurance policy covering such property which policy shall comply with applicable law and shall otherwise be reasonably acceptable to Agent, or confirmation that such a policy is not required by applicable law; (iii) an ALTA/National Society of Professional Surveyors (or, to the extent agreed to by Agent in its reasonable discretion, ALTA/America Congress on Surveying and Mapping) survey for each of the properties described in the Mortgages, reasonably acceptable to Agent, for which all necessary fees (where applicable) have been paid, performed by a land surveyor reasonably acceptable to Agent; provided that, upon the request of the Borrowers and if agreed to by Agent in its reasonable discretion, this delivery may be satisfied by a tract map, plat map or other depiction of a property described in a Mortgage; (iv) a Phase I Environmental Site Assessment, which in each case is reasonably satisfactory to Agent, as to each of the properties described in the Mortgages, from professional firms acceptable to Agent; (v) evidence of the insurance required by the terms of Section 4.11 of the Loan Agreement and the flood insurance information and documents and evidence of flood insurance required by the terms of Section 4.21 of the Loan Agreement; (vi) evidence that all other action that Agent may deem reasonably necessary or desirable in order to create valid second and subsisting Liens on the property described in the Mortgages has been taken; (vii) a loan policy of title insurance for each Mortgage, incorporating the comments of Agent to the related Title Commitment, if applicable, insuring that a valid second and subsisting Lien on the property described in the Mortgage has been taken, including a reading by the title insurer of the related survey, and containing such customary endorsements thereto as Agent shall reasonably require; (viii) an environmental indemnity agreement executed and delivered by each Borrower and each ABL Trade Guarantor applicable to the real property encumbered by the Mortgages, in form and substance reasonably acceptable to Agent (provided, that this requirement may be satisfied by the environmental indemnity agreement delivered on the Effective Date to the extent applicable to each such real property); (ix) in the case of any leasehold Mortgage, (a) a copy of the underlying lease (the “Ground Lease”), (b) evidence that a copy of, or a memorandum of, the Ground Lease has been recorded against the related real property, (c) a landlord consent and estoppel, in form and substance reasonably acceptable to Agent, and (d) if applicable, a fee mortgagee consent and estoppel, in form and substance reasonably acceptable to Agent; and (x) such other documents related to interests in such real property held by the ABL Trade Guarantors as Agent may reasonably require.
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Samples: Revolving Credit and Security Agreement, Revolving Credit and Security Agreement (Green Plains Inc.)
Post-Closing Real Estate Deliverables. Borrowers shall cause the ABL Trade Guarantors to deliver to Agent within 120 Within 180 days of the Third Amendment Effective Date (or such longer period later date as reasonably agreed by the Administrative Agent), the Borrower shall deliver or cause to which Agent may agree in its sole discretion) be delivered to the Collateral Agent, the following documents with respect to the fee interests that certain Mortgaged Fee Property located at 7000-0000 Xxxxxxxx Xx., Xxxxxxx, Xxxxx 00000, in Real Property set forth on Schedule I attached hereto, Mortgages duly executed by the appropriate ABL Trade Guarantor, together with:
(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are each case in form and substance reasonably acceptable satisfactory to Agent the Administrative Agent:
(a) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this the Second Amendment, dated as of the Second Amendment Effective Date (as defined therein) and otherwise suitable the matters set forth in Third Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for filing or recording in all the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing or thereof under applicable law; provided, that the applicable Loan Party shall only be obligated to execute and deliver to the Collateral Agent such Mortgage Amendment and shall not be responsible for recording offices that Agent may deem reasonably necessary or desirable such Mortgage Amendment (other than in order to create a valid second and subsisting Lien on the property described therein in favor respect of Agent for the benefit of the Lenders and that all filingfees, documentary, stamp, intangible and recording taxes and fees have expenses related to such recording) in the event that the Collateral Agent shall fail to do so after such Mortgage Amendment has been paidexecuted and delivered;
(ib) for each of a Form T-38 endorsement to the properties described in the Mortgages, a commitment for an American Land Title Association (“ALTA”) Loan Title Insurance Policy, 2006 (or the equivalent thereof; each a “Title Commitment”), issued by an insurer reasonably acceptable to Agent, insuring Agentexisting lender’s Lien on such property, which policy shall be in an amount not less than 100% of the reasonably estimated fair market value of such property and shall contain customary endorsements and exceptions to coverage reasonably acceptable to Agent; (ii) copies of all material documents of record concerning such property as shown on the title insurance commitment referred to above; and (iii) customary flood searches together with such other information and documents in each case conforming with and sufficient to demonstrate compliance with the Flood Laws relative to each such property, and if indicated by such searches, a flood insurance policy covering such property which policy shall comply with applicable law and shall otherwise be reasonably acceptable to Agent, or confirmation that such a policy is not required by applicable law;
(iii) an ALTA/National Society of Professional Surveyors (or, to the extent agreed to a Form T-38 endorsement is not available in the applicable jurisdiction and if reasonably requested by Administrative Agent in its reasonable discretion, ALTA/America Congress on Surveying and Mapping) survey for each light of the properties described value of such Mortgaged Fee Property and the cost and availability of another title product, and whether the delivery of such other title product would be customary in the Mortgagessimilar circumstances, reasonably acceptable to Agent, for which all necessary fees (where applicable) have been paid, performed by a land surveyor reasonably acceptable to Agent; provided that, upon the request of the Borrowers and if agreed to by Agent in its reasonable discretion, this delivery may be satisfied by a tract map, plat map or such other depiction of a property described in a Mortgage;
(iv) a Phase I Environmental Site Assessment, which in each case title product as is reasonably satisfactory to the Administrative Agent, as to each of the properties described in the Mortgages, from professional firms acceptable to Agent;
(v) evidence of the insurance required by the terms of Section 4.11 of the Loan Agreement and the flood insurance information and documents and evidence of flood insurance required by the terms of Section 4.21 of the Loan Agreement;
(vi) evidence that all other action that Agent may deem reasonably necessary or desirable in order to create valid second and subsisting Liens on the property described in the Mortgages has been taken;
(vii) a loan policy of title insurance for each Mortgage, incorporating the comments of Agent to the related Title Commitment, if applicable, insuring that a valid second and subsisting Lien on the property described in the Mortgage has been taken, including a reading by the title insurer of the related survey, and containing such customary endorsements thereto as Agent shall reasonably require;
(viii) an environmental indemnity agreement executed and delivered by each Borrower and each ABL Trade Guarantor applicable to the real property encumbered by the Mortgages, in form and substance reasonably acceptable to Agent (provided, that this requirement may be satisfied by the environmental indemnity agreement delivered on the Effective Date to the extent applicable to each such real property);
(ix) in the case of any leasehold Mortgage, (a) a copy of the underlying lease (the “Ground Lease”), (b) evidence that a copy of, or a memorandum of, the Ground Lease has been recorded against the related real property, (c) a landlord consent and estoppel, in form and substance reasonably acceptable to Agent, and (d) if applicable, a fee mortgagee consent and estoppel, in form and substance reasonably acceptable to Agent; and
(xc) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the Form T-38 endorsement (or other documents related title product) to interests the title policy contemplated in such real property held this Section 5 and evidence of payment by the ABL Trade Guarantors as Agent may reasonably requireBorrower of all applicable title insurance premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment and issuance of such T-38 endorsements (or other title product) to the title policy referred to above.
Appears in 1 contract
Samples: Cash Flow Credit Agreement (Cornerstone Building Brands, Inc.)
Post-Closing Real Estate Deliverables. Borrowers shall cause the ABL Trade Guarantors to deliver to Agent within 120 Within 180 days of the Sixth Amendment Effective Date (or such longer period later date as reasonably agreed by the Administrative Agent), the Parent Borrower shall deliver or cause to which Agent may agree in its sole discretion) be delivered to the Collateral Agent, the following documents with respect to that certain Mortgaged Fee Property located at 7000-0000 Xxxxxxxx Xx., Xxxxxxx, Xxxxx 00000, in each case in form and substance reasonably satisfactory to the fee interests in Real Property set forth on Schedule I attached hereto, Mortgages duly executed by the appropriate ABL Trade Guarantor, together withAdministrative Agent:
(i) evidence that counterparts of an amendment to the Mortgages have been existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Sixth Amendment, duly executedexecuted and acknowledged by the applicable Loan Party, acknowledged and delivered and are in form and substance reasonably acceptable to Agent and otherwise suitable for filing or recording in all the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing or thereof under applicable law; provided, that the applicable Loan Party shall only be obligated to execute and deliver to the Collateral Agent such Mortgage Amendment and shall not be responsible for recording offices that Agent may deem reasonably necessary or desirable such Mortgage Amendment (other than in order to create a valid second and subsisting Lien on the property described therein in favor respect of Agent for the benefit of the Lenders and that all filingfees, documentary, stamp, intangible and recording taxes and fees have expenses related to such recording) in the event that the Collateral Agent shall fail to do so after such Mortgage Amendment has been paidexecuted and delivered;
(i) for each of the properties described in the Mortgages, a commitment for an American Land Title Association (“ALTA”) Loan Title Insurance Policy, 2006 (or the equivalent thereof; each a “Title Commitment”), issued by an insurer reasonably acceptable to Agent, insuring Agent’s Lien on such property, which policy shall be in an amount not less than 100% of the reasonably estimated fair market value of such property and shall contain customary endorsements and exceptions to coverage reasonably acceptable to Agent; (ii) copies of all material documents of record concerning such property as shown on a Form T-38 endorsement to the existing lender’s title insurance commitment referred to above; and (iii) customary flood searches together with such other information and documents in each case conforming with and sufficient to demonstrate compliance with the Flood Laws relative to each such property, and if indicated by such searches, a flood insurance policy covering such property which policy shall comply with applicable law and shall otherwise be reasonably acceptable to Agent, or confirmation that such a policy is not required by applicable law;
(iii) an ALTA/National Society of Professional Surveyors (or, to the extent agreed to a Form T-38 endorsement is not available in the applicable jurisdiction and if reasonably requested by Administrative Agent in its reasonable discretion, ALTA/America Congress on Surveying and Mapping) survey for each light of the properties described value of such Mortgaged Fee Property and the cost and availability of another title product, and whether the delivery of such other title product would be customary in the Mortgagessimilar circumstances, reasonably acceptable to Agent, for which all necessary fees (where applicable) have been paid, performed by a land surveyor reasonably acceptable to Agent; provided that, upon the request of the Borrowers and if agreed to by Agent in its reasonable discretion, this delivery may be satisfied by a tract map, plat map or such other depiction of a property described in a Mortgage;
(iv) a Phase I Environmental Site Assessment, which in each case title product as is reasonably satisfactory to the Administrative Agent, as to each of the properties described in the Mortgages, from professional firms acceptable to Agent;
(v) evidence of the insurance required by the terms of Section 4.11 of the Loan Agreement and the flood insurance information and documents and evidence of flood insurance required by the terms of Section 4.21 of the Loan Agreement;
(vi) evidence that all other action that Agent may deem reasonably necessary or desirable in order to create valid second and subsisting Liens on the property described in the Mortgages has been taken;
(vii) a loan policy of title insurance for each Mortgage, incorporating the comments of Agent to the related Title Commitment, if applicable, insuring that a valid second and subsisting Lien on the property described in the Mortgage has been taken, including a reading by the title insurer of the related survey, and containing such customary endorsements thereto as Agent shall reasonably require;
(viii) an environmental indemnity agreement executed and delivered by each Borrower and each ABL Trade Guarantor applicable to the real property encumbered by the Mortgages, in form and substance reasonably acceptable to Agent (provided, that this requirement may be satisfied by the environmental indemnity agreement delivered on the Effective Date to the extent applicable to each such real property);
(ix) in the case of any leasehold Mortgage, (a) a copy of the underlying lease (the “Ground Lease”), (b) evidence that a copy of, or a memorandum of, the Ground Lease has been recorded against the related real property, (c) a landlord consent and estoppel, in form and substance reasonably acceptable to Agent, and (d) if applicable, a fee mortgagee consent and estoppel, in form and substance reasonably acceptable to Agent; and
(xiii) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the Form T-38 endorsement (or other documents related title product) to interests the title policy contemplated in such real property held this Section 7 and evidence of payment by the ABL Trade Guarantors as Agent may reasonably requireBorrowers of all applicable title insurance premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment and issuance of such T-38 endorsements (or other title product) to the title policy referred to above.
Appears in 1 contract
Samples: Credit Agreement (Cornerstone Building Brands, Inc.)