Real Property and Leaseholds. Each Borrower shall, at its own expense, with respect to any interest in real estate (other than the Excluded Property) existing on the date of the Original Agreement or acquired after such date, upon Agent's request therefor (i) as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance satisfactory to Agent securing payment in and to the real properties owned by such Borrower and leaseholds of such Borrower as may be designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an environmental survey with respect to said real estate in form and substance satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit, contiguity (if applicable), 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, access, tying and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters required by Agent and in form and substance satisfactory to Agent; and (viii) as soon as practicable and in any event within thirty (30) days of such request, take whatever action (including, without limitation, the recording of any Additional Mortgage, the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of Agent to vest in Agent (or in any representative of Agent designated by it), for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their terms (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any Excluded Property, or otherwise comply with clauses (i) through (viii) of this Subsection with respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection 5.3.
Appears in 1 contract
Samples: Loan and Security Agreement (Abc Rail Products Corp)
Real Property and Leaseholds. Each Borrower shall, at its own expense, with respect to any interest in real estate (other than the Excluded Property) existing on the date of the Original this Agreement or acquired after such date, upon Agent's reasonable request therefor (i) as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance reasonably satisfactory to Agent securing payment in and to respect of the real properties owned by such Borrower and leaseholds of such Borrower as may be reasonably designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty forty-five (3045) days of such request, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty forty-five (3045) days of such request, deliver to Agent an environmental survey with respect to said real estate in form and substance reasonably satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty forty-five (3045) days of such request, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as reasonably determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded)lease, and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty forty-five (3045) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority valid Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving creditcredit (if applicable), contiguity (if applicable), 3.1 zoning, encroachmentsencroachments (if applicable), comprehensive mortgage, usury, doing business, location, last dollar, access, tying tie-in and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters reasonably required by Agent and in form and substance reasonably satisfactory to Agent; and (viii) as soon as practicable and in any event within thirty (30) days of such request, take whatever action (including, without limitation, the recording of any Additional Mortgagemortgage, the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of Agent to vest in Agent (or in any representative of Agent designated by it), for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their terms (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof Permitted Liens then of record against the property upon which any such Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any Excluded Property, or otherwise comply with clauses (i) through (viii) of this Subsection with respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places reasonably deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection 5.3. Agent may from time to time have any or all of the real property and equipment of Borrower and appraised and Borrower agrees to pay, or reimburse Agent for, the costs of such appraisals, and any and all surveys, title policies, title commitments, environmental surveys and other reasonable expenses incurred by Agent or any Lender in connection therewith.
Appears in 1 contract
Real Property and Leaseholds. Each Borrower shall, at its own expense, with respect to any interest in real estate (other than the Excluded Property) existing on the date of the Original Agreement or acquired after such date, upon Agent's request therefor (i) Except as soon as practicable and disclosed on Schedule 4.10 hereto, USRR owns no fee interest, leasehold interest or other right, title or interest whatsoever in any event within thirty (30) days real property. Schedule 4.10 hereto contains a true, correct and complete list of all real estate properties owned, leased, subleased, licensed or otherwise occupied by USRR and separately indicates the nature of USRR's interest therein. Except as set forth on Schedule 4.10 hereto, no other person has any oral or written right, agreement or option to acquire, lease, sublease or otherwise occupy all or any portion of such requestreal property. USRR has received no written or oral notice of assessment for public improvements against any of the real properties, duly execute which remains unpaid, and, to the best of USRR and deliver Seller's knowledge, no such assessment has been proposed. There is no pending condemnation, expropriation, imminent domain, or similar proceeding affecting all or any portion of any of the real properties and to Agent the best knowledge of USRR and Seller, no such proceeding is contemplated.
(ii) Except as disclosed on Schedule 4.10 hereto, (a) USRR has good marketable and insurable legal and equitable fee simple title to the real property owned by USRR and (b) leasehold title to the property leased pursuant to the leases (the "Leased Real Property") in all cases free and clear of any and all mortgagesliens, trust deedsexceptions, deeds of trustitems, leasehold mortgagesencumbrances, leasehold deeds of trusteasements, pledges, assignments restrictions and other security agreements matter, either of record or not of record, which could prohibit or adversely interfere with Buyer's use of such property, (collectivelyc) no material default or breach exists under any of the covenants, conditions, restrictions, rights of way or easements, if any, affecting all or any portion of the "Mortgages"real property, (d) as specified by the current zoning or other administrative permission for the USRR facility permits the operator of such property to utilize the property for the reclaim of butyl rubber. Neither Seller nor USRR has made any application for a rezoning of any of the real properties, has any knowledge of any proposed or pending change to any zoning affecting and in form and substance satisfactory to Agent securing payment in and to of the real properties, or has any knowledge of any expropriation or condemnation or similar proceeding pending or threatened against any of the real properties owned by such Borrower and leaseholds or any part of such Borrower as may be designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, the real properties.
(iii) as soon as practicable All utilities, including without limitation, potable water sewer ,gas, electric, telephone, and other public utilities and all storm water drainage required by law or necessary for the operation of the real properties, (a) either enter the real property through open public streets adjoining the real properties, or if they pass through adjoining private land, do so in accordance with valid public or private easements or rights of way, which will enure to the benefit of Buyer, (b) are installed, connected and operating in good condition, and in any event within thirty (30) days of such requestcompliance with all applicable laws, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an environmental survey with respect to said real estate in form and substance satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit, contiguity (if applicable), 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, access, tying and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters required by Agent and in form and substance satisfactory to Agent; and (viii) as soon as practicable and in any event within thirty (30) days of such request, take whatever action (including, without limitation, the recording permanent right to discharge sanitary waste into the collector system of any Additional Mortgagethe appropriate sewer authority, and (c) are adequate to service the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable real property for its intended use in the opinion of Agent to vest in Agent business as presently conducted thereon.
(or in any representative of Agent designated by it)iv) Except as set forth on Schedule 4.10, for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject best of USRR's knowledge, there are no material defects in, mechanical failure of or damage to the Mortgages delivered pursuant to this Subsection 5.3improvements located on the real property, enforceable in accordance with including the roof, structure, soil, walls, heating, air conditioning, ventilation, plumbing, electrical, drainage, fire alarm, communications, security and exhaust systems and their terms (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any Excluded Propertycomponent parts, or otherwise comply with clauses (i) through (viii) other improvements on or forming a part of this Subsection with respect to Excluded Propertythe real properties, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness which have been constructed in good and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection 5.3workmanlike manner.
Appears in 1 contract
Samples: Stock Purchase Agreement (Obsidian Enterprises Inc)
Real Property and Leaseholds. Each Borrower shall, at its own expense, with respect to any interest There is listed in real estate (other than the Excluded Property) existing on the date paragraph 1.7 of the Original Agreement or acquired after such date, upon Agent's request therefor Schedule (i) as soon as practicable and in any event within thirty (30) days a description of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance satisfactory to Agent securing payment in and to the real properties owned by such Borrower and leaseholds of such Borrower as may be designated by AgentReal Estate, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of such properties each other parcel of real property owned by, leased to or used in the Business of Seller or with respect to which Seller has executed a purchase agreement to buy or as to which Seller has an option to acquire, and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty (30) days a description of such request, deliver to Agent an ALTA survey each lease of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in property under which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an environmental survey with respect to said real estate in form and substance satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired Seller is a lessor, lessee, sublessor or sublessee (the "Real Estate Leases"). Except as indicated in paragraph 1.7 of the Schedule:
(a) Seller has good and marketable, indefeasible, fee simple title to, or a valid leasehold interest (other than leases that individually or in, all real property reflected in the aggregate are not material to such Borrower as determined by Agent)Balance Sheet or acquired after the Balance Sheet Date, deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit, contiguity (if applicable), 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, access, tying and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters required by Agent and in form and substance satisfactory to Agent; and (viii) as soon as practicable and in any event within thirty (30) days of such request, take whatever action (including, without limitation, the recording of any Additional MortgageReal Estate, except for properties sold since the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable Balance Sheet Date in the opinion ordinary course of Agent to vest in Agent business consistent with past practices;
(or in any representative of Agent designated by it)b) All Real Estate Leases are valid, for the benefit of Agent, the Lenders binding and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their respective terms and there does not exist under any such Real Estate Lease any default or any event which with notice or lapse of time or both would constitute a default thereunder;
(but c) To the best knowledge of Principals, and except as otherwise disclosed in the structural engineering report delivered to Buyer pursuant to Section 8.1(o) hereof, the plants, buildings and structures located on the Real Estate and those reflected on the Latest Balance Sheet are in good operating condition and repair and have been maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are suitable for their present uses and, in the case of each plant, building and other structure (including without limitation, the roofs thereof), are structurally sound;
(d) Seller currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from all such real properties, including, without limitation, the Real Estate, as is necessary for the conduct of the Business of Seller, except for such access or easements which are not valid and which would not, individually or in the aggregate, have a material adverse effect on the value or present use of such property;
(e) None of the real property, including, without limitation, the Real Estate is subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought); providedliens, however, that such Borrower shall not be required to deliver a Mortgage covering any Excluded Property, or otherwise comply with clauses except (i) through liens disclosed on the Balance Sheet, (viiiii) of this Subsection with respect to Excluded Propertyliens for taxes not yet due or being contested in good faith (and for which adequate reserves have been established on the Balance Sheet), so long as such Excluded Property is collateral for indebtedness or (iii) liens which do not detract from the value of such Borrower permitted under Subsection 8.2 and property as now used, or interfere with the Lien thereon is permitted under Subsection 8.1present use of such property; providedand
(f) There are no other matters affecting any of such properties, further that immediately after repayment including, without limitation, the Real Estate pending or, to the best knowledge of all Principals, threatened which might reasonably be expected to have a material adverse effect on the condition of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder assets, properties or business of Seller, materially interfere with any present use of such indebtedness property or materially adversely affect the marketability of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection 5.3properties.
Appears in 1 contract
Real Property and Leaseholds. Each Borrower shall, at its own expense, with respect to any interest in real estate (other than the Excluded Property) existing on the date of the Original Agreement hereof or acquired after such date, upon Agent's request therefor (i) as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance satisfactory to Agent securing payment in and to the real properties owned by such Borrower and leaseholds of such Borrower as may be designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an environmental survey with respect to said real estate in form and substance satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit, contiguity (if applicable), 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, access, tying and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters required by Agent and in form and substance satisfactory to Agent; and (viii) as soon as practicable and in any event within thirty (30) days of such request, take whatever action (including, without limitation, the recording of any Additional Mortgage, the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of Agent to vest in Agent (or in any representative of Agent designated by it), for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their terms (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any Excluded Property, or otherwise comply with clauses (i) through (viii) of this Subsection with Subsectionwith respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection 5.3.
Appears in 1 contract
Samples: Loan and Security Agreement (Abc Rail Products Corp)
Real Property and Leaseholds. Each Borrower shallBorrower, at its own expense, will (except that with respect to any interest in real estate (other than the Excluded Property) deliveries relating to Borrower's leaseholds existing on September 1, 1996 which are with Persons which are not Affiliates which require the date consent or cooperation of the Original Agreement landlords or acquired after fee mortgagees of such dateleaseholds, Borrower shall only be required to use its best efforts (but not requiring litigation) to), upon AgentLender's request therefor (i) as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent Lender any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance satisfactory to Agent Lender, securing payment and performance of the Liabilities in an amount not to exceed the fair market value of the real property and constituting Liens in and to the real properties owned by such Borrower and the leaseholds of such Borrower as may be designated by AgentLender, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent Lender a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to AgentLender, (iii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent Lender an ALTA survey of said real estate in form and substance acceptable to Agent Lender and certified to AgentLender, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent Lender and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent Lender an environmental survey with respect to said real estate in form and substance satisfactory to Agent Lender and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not reasonably acceptable to AgentLender; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as determined by Agent)interest, deliver to Agent Lender the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to AgentLender as to the matters required in subsection 7.12 and such other matters as Lender may reasonably request, in each case in form and substance reasonably satisfactory to AgentLender; (vi) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent Lender an ALTA loan policy in form and substance reasonably satisfactory to Agent Lender and from a title insurance company reasonably satisfactory to Agent Lender insuring that the Lien of the Mortgages delivered pursuant to this Subsection subsection 5.3 is a valid, first priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit, contiguity (if applicable)contiguity, 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, access, tying and such other endorsements as Agent Lender may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders Lender an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters required by Agent and in form and substance reasonably satisfactory to AgentLender; and (viii) as soon as practicable and in any event within thirty (30) days of such request, take whatever action (including, without limitation, the recording of any Additional Mortgage, the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the reasonable opinion of Agent Lender to vest in Agent Lender (or in any representative of Agent Lender designated by it), for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges Liens and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection subsection 5.3, enforceable in accordance with their terms (but subject to the lien of any encumbrance permitted pursuant to Subsection subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any Excluded Property, or otherwise comply with clauses (i) through (viii) of this Subsection with respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places reasonably deemed necessary by AgentLender) and take all such other action as Agent Lender may reasonably deem necessary desirable in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection subsection 5.3.
Appears in 1 contract
Samples: Loan and Security Agreement (Allied Digital Technologies Corp)
Real Property and Leaseholds. Each Borrower shall, at its own expense, with respect to any interest in real estate (other than the Excluded Property) existing on the date of the Original Agreement or acquired after such date, upon Agent's request therefor (i) as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance satisfactory to Agent securing payment in and to the real properties owned by such Borrower and leaseholds of such Borrower as may be designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an environmental survey with respect to said real estate in form and substance satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit, contiguity (if applicable), 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, access, tying and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters required by Agent and in form and substance satisfactory to Agent; and (viii) as soon as practicable and in any event within thirty (30) days of such request, take whatever action (including, without limitation, the recording of any Additional Mortgage, the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of Agent to vest in Agent (or in any representative of Agent designated by it), for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their terms (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 57 hereof then of record against the property upon which any such Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any Excluded Property, or otherwise comply with clauses (i) through (viii) of this Subsection with respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection 5.3.
Appears in 1 contract
Samples: Loan and Security Agreement (Abc Rail Products Corp)
Real Property and Leaseholds. Each Borrower shall, at its own expense, with respect to any interest in real estate (other than the Excluded Property) existing on the date of the Original this Agreement or acquired after such date, upon Agent's request therefor date (i) as soon as practicable and in any event within thirty (30) days of the date hereof (except as to leaseholds existing on the date hereof) or such requestacquisition, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance reasonably satisfactory to Agent securing payment in and to respect of the real properties owned by such Borrower and leaseholds of such Borrower as may be reasonably designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such requestdays, deliver to Agent a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty forty-five (3045) days of such requestdays, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty forty-five (3045) days of such requestdays, deliver to Agent an environmental survey with respect to said real estate in form and substance reasonably satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty forty-five (3045) days of such requestdays, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as reasonably determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded)lease, and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty forty-five (3045) days of such requestdays, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority valid Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving creditcredit (if applicable), contiguity (if applicable), 3.1 zoning, encroachmentsencroachments (if applicable), comprehensive mortgage, usury, doing business, location, last dollar, access, tying tie-in and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such requestdays, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters reasonably required by Agent and in form and substance reasonably satisfactory to Agent; and (viii) as soon as practicable and in any event within thirty (30) days of such requestdays, take whatever action (including, without limitation, the recording of any Additional Mortgagemortgage, the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of Agent to vest in Agent (or in any representative of Agent designated by it), for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their terms (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof Permitted Liens then of record against the property upon which any such Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any Excluded Property, or otherwise comply with clauses (i) through (viii) of this Subsection with respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places reasonably deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection 5.3. Agent may from time to time have any or all of Borrower's and Webco Tube's Inventory, equipment and real property appraised and Borrower agrees to pay, or reimburse Agent for, the costs of such appraisals, and any and all surveys, title policies, title commitments, environmental surveys and other reasonable expenses incurred by Agent or any Lender in connection therewith.
Appears in 1 contract
