Mortgages, etc Sample Clauses
The 'Mortgages, etc' clause establishes the rules and restrictions regarding the creation or existence of mortgages, charges, liens, or other security interests over certain assets. Typically, this clause prevents a party from granting security interests over its property without the prior consent of the other party, or it may specify conditions under which such security can be created. For example, it may require notification or approval before a company can use its assets as collateral for a loan. The core function of this clause is to protect the interests of stakeholders by ensuring that assets remain unencumbered or that any encumbrances are properly managed, thereby reducing the risk of unexpected claims or losses.
Mortgages, etc. (A) The Administrative Agent shall have received a Mortgage Amendment to each existing Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(B) [intentionally omitted.]
(C) The Administrative Agent shall have received in respect of each Mortgaged Property an endorsement to a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such endorsement shall (1) be in an amount satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(D) If requested by the Administrative Agent, the Administrative Agent shall have received (1) a policy of flood insurance that (a) covers any parcel of improved real property that is encumbered by any Mortgage, (b) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (c) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (2) confirmation that the Company has received the notice required pursuant to Section 208(e)(3) of Regulation H of the FRB.
(E) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (C) above and a copy of all other material documents affecting the Mortgaged Properties.
Mortgages, etc. Within 30 days after the Closing Date (which period may be extended by the Administrative Agent for up to an additional 30 days):
(i) The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the "Title Insurance Company") shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located.
(iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby c...
Mortgages, etc. (i) The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances other than Liens permitted under Section 7.3 or, except as disclosed therein; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably (as to cost and coverage) request and (G) underwritten by Stewart Title General Company. The Administrative Agent shall have ▇▇▇▇▇▇▇d evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(iii) If requested by the Administrative Agent, the Administrative Agent shall have received (A) a policy of flood insurance that (1) covers any parcel of improved owned real property that is encumbered by any Mortgage for which flood insurance is required to be carried by Federal law, (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not earlier than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board.
(iv) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the Mortgaged Properties.
Mortgages, etc. From and after the Restatement Effective Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Material Leasehold Property, (ii) with respect to any Material Leasehold Property or any real property in which Company has a fee interest in on or prior to the Restatement Effective Date, any first priority mortgage existing on or prior to the Restatement Effective Date on such property is removed or (iii) at the time any Person (including Eden Prairie Holdings) becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in all cases excluding (A) any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or (in the case of clause (iii) above) then-existing senior lienholder, where Company and its Subsidiaries are unable to obtain such lessor's or senior lienholder's consent and (B) the Anagram Headquarters Facility in the event (a) the mortgage recording tax payable in respect of a Mortgage thereon would be based on an amount greater than the amount of Eden Prairie Holdings' Additional Guarantor's Obligations under and as defined in the Subsidiary Guaranty, or (b) in the opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which the Anagram Headquarters Facility is located, there is a reasonable likelihood that a mortgage to secure Eden Prairie Holdings' obligations under the Subsidiary Guaranty in the form requested by the Collateral Agent would not be valid and enforceable in the applicable jurisdictions of such state (any such non-excluded Real Property Asset described in the foregoing clause (i), (ii) or (iii) a "MORTGAGED PROPERTY"), Company or such Subsidiary Guarantor shall promptly notify Collateral Agent, and shall deliver upon Collateral Agent's written request, as soon as practicable after such Person acquires such Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, the following:
Mortgages, etc. The Agent shall have received, with respect to each parcel of real property set forth in Schedule 4.01(d) (each, an “Initial Mortgaged Property”), each of the following, in form and substance reasonably satisfactory to the Agent:
(i) a Mortgage on such property;
(ii) evidence that a counterpart of the Mortgage has been delivered to the applicable title insurance company for recording in the place necessary, in the Agent’s judgment, to create a valid and enforceable first priority Lien in favor of the Agent for the benefit of itself and the Lenders; provided that the title insurance company has issued its title insurance policy to the Agent in a New York style closing;
(iii) ALTA loan title policy issued by a title insurance company and reinsured in an amount and by title insurance companies all reasonably satisfactory to the Agent;
(iv) an ALTA survey prepared and certified to the Agent by a surveyor reasonably acceptable to the Agent;
(v) an opinion of counsel in the state in which such Initial Mortgaged Property is located from counsel reasonably satisfactory to the Agent; and
(vi) such other information, documentation, and certifications as may be reasonably required by the Agent. Notwithstanding the foregoing, with respect to the documents and actions listed on Schedule 4.01(d) under the heading “Post-Closing Actions” that are not available to be delivered or able to be taken on or prior to the Closing Date, the delivery of such documents and the taking of such actions shall not be a condition precedent to the effectiveness of the obligations of the Lenders to make Loans and of the Issuing Lender to issue Letters of Credit hereunder.
Mortgages, etc. (i) The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto.
(ii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance, in each case in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(iii) If requested by the Administrative Agent, the Administrative Agent shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage, (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board.
(iv) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (ii) above and a copy of all other material documents affecting the Mortgaged Properties.
Mortgages, etc. The Borrower shall have delivered to the --------------- Administrative Agent and each Lender copies of deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form and substance satisfactory to the Administrative Agent and covering the properties listed on Schedule 8.16 hereto (together with each other mortgage delivered ------------- pursuant to (S)6.18(b), in each case as amended, supplemented or otherwise modified from time to time in accordance with their terms, the "Mortgages"), --------- duly executed by each party thereto, in each case together with:
Mortgages, etc. With respect to any deed, deed of trust, mortgage, or other instrument executed by the Corporation through its duly authorized officer or officers, the attestation to such execution by the Secretary of the Corporation shall not be necessary to constitute such deed, deed of trust, mortgage, or other instrument a valid and binding obligation against the Corporation unless the resolutions, if any, of the board of directors authorizing such execution expressly state that such attestation is necessary.
Mortgages, etc. (i) The Administrative Agent shall have received a Mortgage (together with any other documents requested to be delivered thereunder) to be filed in each county in which the Mortgaged Properties are located or satisfactory amendments to each Existing Mortgage, executed and delivered by a duly authorized officer of each party thereto. The aggregate Collateral Value of such Mortgaged Properties as of the Closing Date shall be sufficient to cause the Collateral Coverage Ratio to be at least 1.5 to 1.0 on the Closing Date. Upon receipt of the Mortgages, the Administrative Agent will be responsible for, and arrange for, the recording thereof.
(ii) If requested by the Administrative Agent, the Administrative Agent shall have received (A) copies of all material contracts relating to the Mortgaged Properties and (B) copies of satisfactory legal opinions as to title to the Mortgaged Properties representing not more than 50% of the Collateral Value.
Mortgages, etc the Borrower shall have delivered to the Administrative Agent amended and restated copies of deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form and substance satisfactory to the Administrative Agent covering the properties listed on Schedule 10.1(s) hereto (together with each other mortgage delivered pursuant to Section 8.1(n), in each case as amended, supplemented or otherwise modified from time to time in accordance with their terms, the "Mortgages"), duly executed by --------- each party thereto, in each case together with copies of each of the following items previously furnished to the Collateral Agent, or as the Administrative Agent may reasonably require in connection with this Agreement:
(i) evidence that counterparts of the Mortgages have been duly recorded on or before the day of the initial Advance (or, with respect to any such Mortgage entered into after the date of the initial Advance in accordance with this Agreement, on or before the date of execution and delivery of such Mortgage) in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien (other than Permitted Liens) on the property described therein in favor of the Secured Parties and that all filing and recording taxes and fees have been paid;
(ii) evidence of the insurance required by the terms of such Mortgage;
(iii) evidence that all other action that the Administrative Agent or Collateral Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in such Mortgage has been taken; and
(iv) an environmental and hazardous substance analyses report in a form acceptable to each Lender from an environmental consultant acceptable to each Lender;