Real Estate Collateral Requirements definition
Real Estate Collateral Requirements means the following:
Real Estate Collateral Requirements means the requirements that the Parent shall, and shall cause each other Credit Party to, deliver to the Administrative Agent:
Real Estate Collateral Requirements means, with respect to any Material Real Estate Asset existing on the Closing Date and any Material Real Estate Asset hereafter acquired as required by Section 5.12(b), the Administrative Agent shall have received a Mortgage in form and substance reasonably acceptable to the Administrative Agent and suitable for recording or filing, together, with respect to each Mortgage for any property located in the United States, the following documents:
Examples of Real Estate Collateral Requirements in a sentence
Within 30 days following the Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion), the Real Estate Collateral Requirements shall have been satisfied.
On or before a date which is 90 days following the Closing Date (unless a later date is otherwise agreed to by the Administrative Agent), the Real Estate Collateral Requirements shall have been satisfied.
Promptly after the Effective Date, but in any event no later than on November 25, 2016, the Credit Parties shall satisfy Real Estate Collateral Requirements.
If a Collateral Trigger Event occurs and Agent provides written notice to Borrowing Agent (with a copy to Lenders) directing Borrowers to satisfy the Real Estate Collateral Requirements, Borrowers shall within 60 days of such notice satisfy the Real Estate Collateral Requirements in a manner satisfactory to Agent.
In furtherance of the foregoing, after a Collateral Trigger Event has occurred, the Credit Parties shall deliver such documentation (including, without limitation, opinions of counsel and authorizing resolutions and with respect to Mortgages on Real Property, flood insurance documentation and other Real Estate Collateral Requirements) as Agent shall reasonably request.
More Definitions of Real Estate Collateral Requirements
Real Estate Collateral Requirements means the requirement that on the Closing Date (subject to the last paragraph of Section 4.02), with respect to the Mortgaged Properties listed on Schedule 1.01(c) and thereafter as required by Section 5.12, the Collateral Agent shall have received a Mortgage for each Mortgaged Property in form and substance reasonably acceptable to the Collateral Agent and suitable for recording or filing, together, with respect to each Mortgage, the following documents: (a) a fully paid policy of title insurance (or “pro forma” or marked up commitment having the same effect of a title insurance policy, hereinafter referred to as the “Title Policy”)
Real Estate Collateral Requirements means, with respect to the Material Real Estate Assets and any Material Real Estate Assets hereafter acquired as required by Section 5.12(b), the Administrative Agent shall have received a Mortgage in form and substance reasonably acceptable to the Administrative Agent and suitable for recording or filing, together, with respect to each Mortgage for any property located in the United States, the following documents: (a) a fully paid policy of title insurance (or “pro forma” or marked up commitment having the same effect of a title insurance policy) (i) in a form approved by the Administrative Agent insuring the Lien of such Mortgage as a valid First Priority Lien subject to no liens other than Permitted Liens and any other liens otherwise permitted by the Administrative Agent, (ii) in an amount reasonably satisfactory to the Administrative Agent but no less than the market value thereof, (iii) issued by a nationally recognized title insurance company reasonably satisfactory to the Administrative Agent, and (iv) that includes (A) no exceptions other than Permitted Liens and those reasonably acceptable to the Administrative Agent and (B) such endorsements or affirmative insurance reasonably required by the Administrative Agent and available at a commercially reasonable price in the applicable jurisdiction, (b) upon the request of the Administrative Agent, a survey in form and substance satisfactory to the Administrative Agent, (c) an opinion of local counsel reasonably acceptable to the Administrative Agent, (d) no later than three (3) Business Days prior to the delivery of the Mortgage, the following documents and instruments, in order to comply with the Flood Insurance Laws: (A) a completed standard flood hazard determination form and (B) for each Flood Hazard Property, (i) a signed notification to the Borrower and (ii) a copy of the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent in an amount required by Flood Insurance Laws, (e) upon the reasonable request of the Administrative Agent, Phase I environmental site assessment reports prepared in accordance with the current ASTM E1527 standard and (f) such other instruments and documents as the Administrative Agent shall reasonably request and with respect to each Mortgage for any property located o...
Real Estate Collateral Requirements. “Flood Hazard Property” means any Mortgaged Property that on the relevant date of determination includes a Building and, as shown on a Flood Hazard Determination, such Building is located in a Special Flood Hazard Area. “Floor” means a rate of interest equal to 0.00% per annum. “Foreign Lender” means a Lender that is not a U.S. Person. “Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary. “Fronting Exposure” means, with respect to any Issuing Bank at any time there is a Defaulting Lender, such Defaulting Lender’s Ratable Share of the outstanding L/C Obligations with respect to Letters of Credit issued by such Issuing Bank other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. “Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. “Funded Debt” means, for the Borrower and its Subsidiaries on a Consolidated basis in accordance with GAAP, an amount equal to (a) all indebtedness in respect of borrowed money, (b) all obligations of such Person evidenced by bonds, notes, debentures or similar instruments, (c) all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement agreements with respect thereto) to the extent such letters of credit or other similar instruments are drawn and unreimbursed, (d) all obligations of such Person to pay the deferred and unpaid purchase price of any property (including Capital Lease Obligations), but excluding trade accounts payable or accrued liabilities arising in the Ordinary Course of Business, and (e) all obligations attributable to Synthetic Leases related to tangible property, of the Borrower and its Consolidated Subsidiaries as of the last day of such period. “GAAP” has the meaning specified in Section 1.03. “Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as ...
Real Estate Collateral Requirements means the requirement that on the
Real Estate Collateral Requirements. “Excess Cash Flow” means, for any fiscal year of the Borrower, the excess of (a) the sum, without duplication, of (i) EBITDA for such fiscal year and (ii) reductions to noncash working capital of the Borrower and its Subsidiaries for such fiscal year (i.e., the absolute value of the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year; provided that, for purposes of calculating Excess Cash Flow, increases or decreases in working capital shall exclude (A) any changes in Current Assets or Current Liabilities solely as a result of acquisitions or Dispositions by the Borrower and its Subsidiaries during the applicable period and (B) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent) over (b) the sum, without duplication, of (i) the amount of any Taxes payable in cash by the Borrower and its Subsidiaries with respect to such fiscal year, (ii) Interest Expense for such fiscal year paid in cash, (iii) Capital Expenditures made in cash during such fiscal year, except to the extent financed with the proceeds of Indebtedness (other than a Revolving Credit Advance), equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in EBITDA, (iv) permanent repayments of Indebtedness (other than mandatory prepayments of Advances under Section 2.10(b) or optional prepayments or repurchases of Advances pursuant to Section 2.10(a)) made in cash by the Borrower or any of its Subsidiaries during such fiscal year, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness, (v) additions to noncash working capital for such fiscal year (i.e., the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year), (vi) any Restricted Payments permitted under Section 5.03(h)(ii), 5.03(h)(iii) and 5.03(h)(iv), in each case made in cash by the Borrower during such fiscal year, (vii) cash consideration paid during such fiscal year by the Borrower or any of its Subsidiaries to make Permitted Acquisitions or other Investments in third parties (other than any Subsidiary) permitted 26
Real Estate Collateral Requirements means the requirement that, with respect to the Mortgaged Properties, the Administrative Agent shall have received a Mortgage for each Mortgaged Property in form and substance reasonably acceptable to the Administrative Agent and suitable for recording or filing, together, with respect to each Mortgage for any property located in the United States, the following documents: (a) a fully paid Mortgage Policy (or pro forma or marked up commitment having the same effect of a title insurance policy) (i) in a form approved by Administrative Agent in its reasonable discretion, insuring the Lien of the Mortgage encumbering such property as a valid Lien subject only to Permitted Liens, (ii) in an amount reasonably satisfactory to the Administrative Agent, (iii) issued by a nationally recognized title insurance company reasonably satisfactory to the Administrative Agent (the “Title Company”), and (iv) that includes (A) such coinsurance and direct access reinsurance as the Administrative Agent may deem reasonably necessary or desirable and (B) such endorsements or affirmative insurance reasonably required by the Administrative Agent and available in the applicable jurisdiction at commercially reasonable rates (including, if applicable without limitation, endorsements on matters relating to usury, zoning, variable rate, address, separate tax lot, subdivision, tie in or cluster, contiguity, access and so-called comprehensive coverage over covenants and restrictions), provided, however, that, notwithstanding the foregoing provisions of this clause (a), any Mortgage Policy covering a Mortgaged Property that is substantially identical, in form and substance, to any lender’s title insurance policy covering such Mortgaged Property insuring the Lien of any Secured Notes Security Documents shall be deemed to satisfy the requirements of this clause (a), and any title insurance company issuing such lender’s title insurance policy shall be deemed to be reasonably satisfactory to the Administrative Agent; (b) all existing surveys and no change affidavits as may be reasonably required to cause the Title Company to issue the Mortgage Policy required pursuant to clause (a) above; (c) a written opinion from local counsel in each state in which Mortgaged Property is located with respect to enforceability, creation, perfection and payment of mortgage tax with respect to the applicable Mortgage and any related fixture filings, in customary form and substance and subject to customary assu...
Real Estate Collateral Requirements means the requirement that within 90 days of the Closing Date, with respect to the Mortgaged Properties listed on Schedule 1.01(c) and thereafter as required by Section 5.11, the Collateral Agent shall have received a Mortgage for each Mortgaged Property in form and substance reasonably acceptable to the Collateral Agent and suitable for recording or filing, together, with respect to each Mortgage for any property located in the United States, the following documents: (a) a fully paid policy of title insurance (or “pro forma” or marked up commitment having the same effect of a title insurance policy) (i) in a form approved by the Collateral Agent insuring the Lien of the Mortgage encumbering such property as a valid first priority Lien, subject to Liens permitted by Section 6.02 herein, (ii) in an amount reasonably satisfactory to the Collateral Agent, but in no event exceeding One Hundred Ten Percent (110%) of the value of such property as determined by the appraisal report delivered pursuant to subsection (d) herein or in the event that no such appraisal is ordered, as reasonably agreed upon by the Borrower and the Collateral Agent, (iii) issued by a nationally recognized title insurance company reasonably satisfactory to the Collateral Agent (the “Title Company”) and (iv) that includes (A) such coinsurance and direct access reinsurance as the Collateral Agent may deem necessary or desirable and (B) such endorsements or affirmative insurance required by the Collateral Agent and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, (b) with respect to any property located in any jurisdiction in which a zoning endorsement is not available (or for which a zoning endorsement is not available at a premium that is not excessive), if requested by the Collateral Agent, a zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resource Corporation (or another person acceptable to the Collateral Agent), in each case reasonably satisfactory to the Collateral Agent, (c) upon the request of the Collateral Agent, a survey certified to Collateral Agent and the Title Company in form and substance reasonably satisfactory to the Collateral Agent, (d) upon the request of the Collateral Agent, an appraisal complying with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, by a third-party appraiser selected by the Coll...