Owned Property. The Administrative Agent shall have received, with respect to each Owned Property, each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) evidence that a counterpart of each Mortgage of Owned Property has been recorded in the place necessary, in the Administrative Agent’s judgment, to create a valid and enforceable first priority Lien in favor of the Administrative Agent for the benefit of itself and the Lenders; (ii) a mortgagee’s title insurance policy in the amount specified by the Administrative Agreement on the American Land Title Association form of mortgagee’s title policy (2006 Revision), subject to (if available in the jurisdiction where such Owned Property is located) an ALTA form 8.1 environmental protection lien endorsement, an ALTA form 9 comprehensive endorsement, ALTA forms 14 (future advance-priority) and 14.2 (future advance-letter of credit) endorsement, an ALTA form 18.1 tax parcel endorsement, an ALTA form 19 contiguity endorsement (if applicable), a survey endorsement and a utility facility endorsement. The coverage provided by the title insurance policy shall not be subject to the standard exceptions as to rights of parties in possession and matters which would be disclosed by survey, easements not shown by the public records and mechanic’s liens not shown by the public records (unless the title insurance policy is subject to an endorsement providing for the deletion of such exceptions upon the receipt by the title insurance company of a satisfactory ALTA survey), and otherwise the coverage shall be subject to no exceptions other than (A) easements and use restrictions and encroachments disclosed by survey which do not materially and adversely affect the value or marketability of the Owned Property or the usefulness of the Owned Property in the operations of the Loan Parties and (B) Liens described in the exceptions enumerated in Section 6.02; (iii) a Minimum Standards Detail Land Title Survey together with a Minimum Standards Detail Certificate prepared by a registered land surveyor or engineer prepared by a registered land surveyor or engineer. Such survey shall locate all recorded easements with recording information and contain a statement as to whether or not the real estate is in a flood plain; (iv) a completed Flood Hazard Determination Form pursuant to the requirements of the Office of the Comptroller of the Currency and the Federal Emergency Management Agency; (v) the report or reports of a registered engineer or environmental consultant acceptable to the Administrative Agent, confirming that there are no material environmental problems associated with the Owned Property. The report or reports shall be in form satisfactory to the Administrative Agent and shall include, at a minimum: A) a statement of the results of an examination of all relevant documents and records concerning ownership and use of the real estate; B) a statement of the results of an inspection of the real estate, which inspection shall have included the use of such equipment as is customarily used by engineers and environmental consultants in connection with the preparation of “Phase I” environmental reports to detect traces of buried Hazardous Materials and underground storage tanks and drums and which inspection shall have been made for the purpose of determining whether all or any part of the real estate is being used or has been used to store or dispose of any Hazardous Materials in quantities which are or could be detrimental to the real estate, human health or the environment or in violation of any laws or regulations, state or federal, whether the real estate is or has been affected by any Hazardous Materials and whether the real estate contains or has contained any underground storage tanks or asbestos of any kind, and a statement of the recommendations of the reporting engineer or consultant as to such further investigation or tests, if any, as may be necessary to resolve such issues; C) confirmation that the real estate is not listed as a known hazardous waste site on any environmental reporting list maintained by any governmental agency having jurisdiction as to environmental matters over the real estate, and D) a statement of the professional qualifications of the engineer or consultant who prepared such report. The Borrower shall also furnish to the Administrative Agent the supplemental report (including a Phase II report) of the reporting engineer or consultant as to the results of such further tests and investigations as may have been recommended in the initial report; and (vi) an Appraisal of such Owned Property in form and substance satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Escalade Inc)
Owned Property. Section 5.12(a) of the Paired Entities Disclosure Schedule lists each parcel of real property owned as of the date hereof by the Company, Hospitality or any Paired Entities Subsidiary (collectively, the “Owned Real Property” and together with the Ground Leased Real Properties (defined below), the “Paired Entities Properties” and each individually, a “Paired Entities Property”). The Administrative Agent shall Company, Hospitality or the applicable Paired Entities Subsidiary set forth in Section 5.12(a) of the Paired Entities Disclosure Schedule owns good and valid fee simple title to the Owned Real Property, free and clear of liens, mortgages or deeds of trust, pledges, options, rights of first refusal or offer, conditional or installment sales contracts, claims against title, charges which are liens, security interests or other encumbrances on title (“Encumbrances”), other than (i) statutory Encumbrances for taxes and assessments not yet due and payable or for taxes that are being contested in good faith by appropriate proceedings and for which reserves have receivedbeen established on the Company Financial Statements in accordance with GAAP (to the extent required by GAAP), (ii) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s, carriers’ and similar Encumbrances arising in the ordinary course of business of the Paired Entities or any of the Paired Entities Subsidiaries for amounts not yet due and payable or the amount or validity of which are being contested in good faith and for which appropriate reserves have been established on the Company Financial Statements in accordance with GAAP (to the extent required by GAAP), (iii) Encumbrances for which title insurance coverage pursuant to a title policy held by the Company, Hospitality or the applicable Paired Entities Subsidiary has been obtained, (iv) Encumbrances as would be ascertained by a current and accurate survey and inspection of the applicable property (other than such matters that, individually or in the aggregate, materially adversely impair the current use, operation or value of the subject real property), (v) Encumbrances securing Indebtedness reflected on the most recent consolidated balance sheet of the Paired Entities included in the Paired Entities SEC Reports filed with the SEC prior to the date of this Agreement or incurred by the Paired Entities or any of their Subsidiaries in the ordinary course of business since the date of such consolidated balance sheet, (vi) Encumbrances imposed or promulgated by Laws or by any Governmental Entities with respect to each Owned Propertyreal property and improvements, each including zoning regulations, (vii) Encumbrances under applicable securities laws, (viii) Encumbrances granted to public utilities, municipalities or other Governmental Entities that would not reasonably be expected to materially interfere with the current use or value of the followingsubject real property, in form (ix) the terms of any Ground Leases, and substance reasonably satisfactory to the Administrative Agent:
(i) evidence that a counterpart of each Mortgage of Owned Property has been recorded in the place necessary, in the Administrative Agent’s judgment, to create a valid all right and enforceable first priority Lien in favor title of the Administrative Agent for the benefit of itself fee lessor under any Ground Leased Real Property and the Lenders;
(ii) a mortgagee’s title insurance policy in the amount specified by the Administrative Agreement on the American Land Title Association form of mortgagee’s title policy (2006 Revision), subject to (if available in the jurisdiction where such Owned Property is located) an ALTA form 8.1 environmental protection lien endorsement, an ALTA form 9 comprehensive endorsement, ALTA forms 14 (future advance-priority) and 14.2 (future advance-letter of credit) endorsement, an ALTA form 18.1 tax parcel endorsement, an ALTA form 19 contiguity endorsement (if applicable), a survey endorsement and a utility facility endorsement. The coverage provided by the title insurance policy shall not be subject to the standard exceptions as to rights of parties in possession and matters which would be disclosed by survey, easements not shown by the public records and mechanic’s liens not shown by the public records (unless the title insurance policy is subject to an endorsement providing for the deletion of such exceptions upon the receipt by the title insurance company of a satisfactory ALTA survey), and otherwise the coverage shall be subject to no exceptions other than (A) easements and use restrictions and encroachments disclosed by survey which do not materially and adversely affect the value or marketability of the Owned Property or the usefulness of the Owned Property in the operations of the Loan Parties and (B) Liens described in the exceptions enumerated in Section 6.02;
(iii) a Minimum Standards Detail Land Title Survey together with a Minimum Standards Detail Certificate prepared by a registered land surveyor or engineer prepared by a registered land surveyor or engineer. Such survey shall locate all recorded easements with recording information and contain a statement as to whether or not the real estate is in a flood plain;
(iv) a completed Flood Hazard Determination Form any Encumbrances thereon permitted pursuant to the requirements terms of the Office applicable Ground Lease, and (x) all other non-monetary Encumbrances and other imperfections of title that are typical for the applicable property type and locality and that would not reasonably be expected to materially impair the existing use (or if such real property is vacant, the intended use), operation or value of the Comptroller of the Currency and the Federal Emergency Management Agency;
(v) the report property or reports of a registered engineer or environmental consultant acceptable to the Administrative Agent, confirming that there are no material environmental problems associated with the Owned Property. The report or reports shall be in form satisfactory to the Administrative Agent and shall include, at a minimum: A) a statement of the results of an examination of all relevant documents and records concerning ownership and use of the real estate; B) a statement of the results of an inspection of the real estate, which inspection shall have included the use of such equipment as is customarily used by engineers and environmental consultants in connection with the preparation of “Phase I” environmental reports to detect traces of buried Hazardous Materials and underground storage tanks and drums and which inspection shall have been made for the purpose of determining whether all or any part of the real estate is being used or has been used to store or dispose of any Hazardous Materials in quantities which are or could be detrimental to the real estate, human health or the environment or in violation of any laws or regulations, state or federal, whether the real estate is or has been asset affected by any Hazardous Materials and whether the real estate contains or has contained any underground storage tanks or asbestos of any kindapplicable Encumbrance (collectively, and a statement of the recommendations of the reporting engineer or consultant as to such further investigation or tests, if any, as may be necessary to resolve such issues; C) confirmation that the real estate is not listed as a known hazardous waste site on any environmental reporting list maintained by any governmental agency having jurisdiction as to environmental matters over the real estate, and D) a statement of the professional qualifications of the engineer or consultant who prepared such report. The Borrower shall also furnish to the Administrative Agent the supplemental report (including a Phase II report) of the reporting engineer or consultant as to the results of such further tests and investigations as may have been recommended in the initial report; and
(vi) an Appraisal of such Owned Property in form and substance satisfactory to the Administrative Agent“Permitted Encumbrances”).
Appears in 1 contract
Owned Property. The Administrative Agent shall have receivedSection 3.16(a) of the Company Disclosure Schedule sets forth a true, with respect to each correct and complete list of all real property and interests in real property owned in fee by the Company or any of the Company Subsidiaries (collectively, the “Owned Real Property”), identifying the record owner and address thereof. Other than the Owned Real Property, each neither the Company nor any of the followingCompany Subsidiaries owns a fee interest in any real property. Except as set forth on Section 3.16(a) of the Company Disclosure Schedule, either the Company or a Company Subsidiary has good and marketable title in form fee simple to all Owned Real Property free and substance reasonably satisfactory to the Administrative Agent:
clear of all Liens except for: (i) evidence mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other like Liens imposed by applicable Law arising or incurred in the ordinary course of business or for amounts not yet past due or being diligently contested in good faith, if reserves of appropriate provisions shall have been made therefor; (ii) Liens for Taxes, assessments and other governmental charges and levies that a counterpart are not due and payable or that may thereafter be paid without interest or penalty; (iii) Liens affecting the interest of each Mortgage the grantor of any easements benefiting any Owned Real Property has been or leased real property which were not granted by or consented to by the Company or any of the Company Subsidiaries; (iv) Liens that secure indebtedness under the Company’s Credit Agreement on the Owned Real Property or leased real property, which shall be released at Closing upon the payment of the Payoff Amount; (v) Liens, imperfections, minor defects or irregularities in title, easements, claims, rights-of-way, covenants, restrictions, reversionary interests, and other similar matters that would not, individually or in the aggregate, reasonably be expected to materially impair the continued use and operation of the assets to which they relate in the business of the Company and the Company Subsidiaries as presently conducted; (vi) zoning, building and other similar codes and regulations which are not violated by the current use and occupancy of the assets subject thereto; (vii) Liens arising in the ordinary course of business under worker’s compensation, unemployment insurance, social security, retirement and similar legislation; (viii) other statutory Liens securing payments not yet due; (ix) purchase money Liens and Liens securing rental payments under capital lease arrangements that secure or are related to indebtedness reflected in the SEC Reports; (x) mortgages, deeds of trust, security interests or other Liens that secure or are related to indebtedness reflected in the SEC Reports; (xi) any non-monetary matters recorded in the place necessary, in the Administrative Agent’s judgment, to create a valid and enforceable first priority Lien in favor of the Administrative Agent for the benefit of itself and the Lenders;
(ii) a mortgagee’s title insurance policy in the amount specified by the Administrative Agreement on the American Land Title Association form of mortgagee’s title policy (2006 Revision), subject to (if available in the jurisdiction where such Owned Property is located) an ALTA form 8.1 environmental protection lien endorsement, an ALTA form 9 comprehensive endorsement, ALTA forms 14 (future advance-priority) and 14.2 (future advance-letter of credit) endorsement, an ALTA form 18.1 tax parcel endorsement, an ALTA form 19 contiguity endorsement (if applicable), a survey endorsement and a utility facility endorsement. The coverage provided by the title insurance policy shall not be subject to the standard exceptions as to rights of parties in possession and matters which public records or that would be disclosed by a current, accurate survey, easements not shown by the public records and mechanic’s liens not shown by the public records (unless the title insurance policy is subject to an endorsement providing for the deletion of such exceptions upon the receipt by the title insurance company of a satisfactory ALTA survey), and otherwise the coverage shall be subject to no exceptions other than (A) easements and use restrictions and encroachments disclosed by survey which do not materially and adversely affect the value railroad valuation map or marketability of the Owned Property or the usefulness of the Owned Property in the operations of the Loan Parties and (B) Liens described in the exceptions enumerated in Section 6.02;
(iii) a Minimum Standards Detail Land Title Survey together with a Minimum Standards Detail Certificate prepared by a registered land surveyor or engineer prepared by a registered land surveyor or engineer. Such survey shall locate all recorded easements with recording information and contain a statement as to whether or not the real estate is in a flood plain;
(iv) a completed Flood Hazard Determination Form pursuant to the requirements of the Office of the Comptroller of the Currency and the Federal Emergency Management Agency;
(v) the report or reports of a registered engineer or environmental consultant acceptable to the Administrative Agent, confirming that there are no material environmental problems associated with the Owned Property. The report or reports shall be in form satisfactory to the Administrative Agent and shall include, at a minimum: A) a statement of the results of an examination of all relevant documents and records concerning ownership and use of the real estate; B) a statement of the results of an physical inspection of the real estateassets to which they relate, which inspection shall have included provided that any such matters do not and would not, individually or in the aggregate, reasonably be expected to materially impair the continued use of such equipment as is customarily used by engineers and environmental consultants in connection with the preparation of “Phase I” environmental reports to detect traces of buried Hazardous Materials and underground storage tanks and drums and which inspection shall have been made for the purpose of determining whether all or any part operation of the real estate is being used or has been used assets to store or dispose of any Hazardous Materials which they relate in quantities which are or could be detrimental to the real estate, human health or the environment or in violation of any laws or regulations, state or federal, whether the real estate is or has been affected by any Hazardous Materials and whether the real estate contains or has contained any underground storage tanks or asbestos of any kind, and a statement business of the recommendations of Company and the reporting engineer or consultant Company Subsidiaries as presently conducted; (xii) Liens pursuant to such further investigation or testsTenant Leases for which there exists no default; (xiii) those matters appearing on the Title Insurance Policies and (xiv) other Liens, if any, arising in the ordinary course of business which do not impair the continued use and operation of the assets to which they relate in the business of the Company and the Company Subsidiaries as may be necessary presently conducted (collectively, “Permitted Encumbrances”). To the Knowledge of the Company, there is no pending legal proceeding to resolve such issues; C) confirmation that the real estate is not listed as a known hazardous waste site on take by eminent domain any environmental reporting list maintained by material part of any governmental agency having jurisdiction as to environmental matters over the real estateOwned Real Property, and D) a statement neither the Company nor any of the professional qualifications Company Subsidiaries has received written notice of the engineer or consultant who prepared such report. The Borrower shall also furnish any threatened legal proceeding to the Administrative Agent the supplemental report (including a Phase II report) take by eminent domain any material part of the reporting engineer or consultant as to the results of such further tests and investigations as may have been recommended in the initial report; and
(vi) an Appraisal of such any Owned Property in form and substance satisfactory to the Administrative AgentReal Property.
Appears in 1 contract
Owned Property. The Administrative Agent shall have received, with respect to each Owned Property, each of the following, in form and substance reasonably satisfactory to the Administrative Agent:
(i) evidence that Schedule 3.16(a)(i) sets forth a counterpart list of all of the real estate owned by any one or more of Sellers and the Ecusta Subsidiaries and material to the continued operations of the Business (such real estate, together with all beneficial, appurtenant easements and other beneficial rights appurtenant thereto and with all fixtures attached thereto or forming a part thereof, is collectively referred to herein as the "Owned Real Estate"), and includes a legal description of each Mortgage parcel of the Owned Real Estate. Notwithstanding anything to the contrary contained in this Agreement, Sellers and the Ecusta Subsidiaries have good, and marketable fee simple title (without conditions for defeasance) to the Owned Real Estate comprised of such parcels, including the buildings, structures, fixtures and improvements situated thereon or forming a part thereof and have rights to enjoy the beneficial rights appurtenant thereto, and it is insurable as such at customary title rates by the Title Company. Sellers and the Ecusta Subsidiaries have made available to Buyers copies of all (A) title insurance policies and/or 35 42 commitments therefor, (B) land title surveys, (C) documents and instruments creating or governing the aforesaid appurtenances, (D) any leases binding on any Seller or Ecusta Subsidiary, including all amendments, modifications and extensions, and together with all subordination, non-disturbance and/or attornment agreements, to the extent binding on Sellers or the Ecusta Subsidiaries or any brokerage commission agreements related thereto, to the extent binding on Sellers or the Ecusta Subsidiaries, Estoppel Certificates, to the extent binding on Sellers or the Ecusta Subsidiaries and any other documents related thereto, to the extent binding on Sellers or the Ecusta Subsidiaries, and (E) licenses, certificates of occupancy, plans, specifications, reports, appraisals, studies and permit applications, communications and correspondence for applications or approvals, to the extent the foregoing relate to the use, ownership, occupancy or operation of the Owned Real Estate, and to the extent the items described in (A), (B), (C) or (E) are in the possession or control of any of Sellers or any of their Affiliates. No labor or materials have been provided for the improvements of any of the Owned Real Estate which could create or give rise to any valid mechanic's, materialman's warehouseman's or similar valid lien right affecting the Owned Real Estate, except for labor and materials for which full payment has or will be made. All improvements on the Owned Real Estate (including all fixtures and mechanical systems) are in working order, do not encroach upon easements, other real estate, or rights of other parties in interest, and serve only the Owned Real Estate transferred to Buyers, except for items not in working order, encroachments and improvements serving other real estate that individually or in the aggregate do not cause a Material Real Estate Impairment. All utilities, including without limitation, electricity, gas, water, satellites, microwave, and other communication devises have been adequate to service the continued operations of the Business. Each Owned Real Estate fronts on or otherwise has direct access for vehicular and pedestrian ingress, egress and regress to a public street. Each Owned Real Estate parcel constitutes a separate, independent and free standing tax parcel, subdivision parcel and zoning parcel or is comprised of parcels which in the aggregate constitute a separate independent and free standing tax parcel, subdivision parcel and zoning parcel, the legal descriptions of which are the same in all material respects and none of such parcels of Owned Property has been recorded Real Estate use or rely upon any other parcel for such qualification as separate, independent and free standing. The representation and warranty contained in the place necessary, foregoing sentence shall not apply to the Owned Real Estate located in the Administrative Agent’s judgment, to create a valid and enforceable first priority Lien in favor of the Administrative Agent for the benefit of itself and the Lenders;Australia.
(ii) The Owned Real Estate is free and clear of all Encumbrances, including, without limitation, security interests, any conditional sale or other title or interest retention agreements or arrangements, options to purchase, rights of first refusal, liens, encumbrances, mortgages, pledges, assessments, easements, covenants, restrictions, reservations, defects in title, encroachments and other burdens, leases (except for the leases described in Scheduled 3.16 (c)), rights of occupancy binding on Sellers or the Ecusta Subsidiaries, deed restrictions, chattel mortgages and collateral security arrangements, rights of way, building use restrictions, claims of parties in interest under principles of prescriptive or adverse possession, setbacks, yard or height limits or, except for the following (collectively, "Permitted Fee Title Exceptions"): (A) those matters that do not, and would not, have a mortgagee’s title insurance policy in the amount specified by the Administrative Agreement Material Real Estate Impairment on the American Land Title Association form of mortgagee’s title policy Owned Real Estate and do not, and would not, cause the Owned Real Estate to be unmarketable, (2006 Revision), subject to B) zoning or land use ordinances (if available in the jurisdiction where such Owned Property is located) an ALTA form 8.1 environmental protection lien endorsement, an ALTA form 9 comprehensive endorsement, ALTA forms 14 (future advance-priority) and 14.2 (future advance-letter of credit) endorsement, an ALTA form 18.1 tax parcel endorsement, an ALTA form 19 contiguity endorsement (if applicable), a survey endorsement and a utility facility endorsement. The coverage provided by the title insurance policy shall not be subject to the standard exceptions as to rights of parties in possession and matters which would be disclosed by survey, easements not shown by the public records and mechanic’s liens not shown by the public records (unless the title insurance policy is subject to an endorsement providing for the deletion of such exceptions upon the receipt by the title insurance company of a satisfactory ALTA survey), and otherwise the coverage shall be subject to no exceptions other than (A) easements and use restrictions and encroachments disclosed by survey which do not materially and adversely affect the value or marketability of the Owned Property or the usefulness of the Owned Property in the operations of the Loan Parties and (B) Liens described in the exceptions enumerated in Section 6.02;
(iii) a Minimum Standards Detail Land Title Survey together with a Minimum Standards Detail Certificate prepared by a registered land surveyor or engineer prepared by a registered land surveyor or engineer. Such survey shall locate all recorded easements with recording information and contain a statement as to whether or not the real estate is in a flood plain;
(iv) a completed Flood Hazard Determination Form pursuant to the requirements of the Office of the Comptroller of the Currency and the Federal Emergency Management Agency;
(v) the report or reports of a registered engineer or environmental consultant acceptable to the Administrative Agent, confirming that there are no material environmental problems associated with the Owned Property. The report or reports shall be in form satisfactory to the Administrative Agent and shall include, at a minimum: A) a statement of the results of an examination of all relevant documents and records concerning ownership and use of the real estate; B) a statement of the results of an inspection of the real estate, which inspection shall have included the use of such equipment as is customarily used by engineers and environmental consultants in connection with the preparation of “Phase I” environmental reports to detect traces of buried Hazardous Materials and underground storage tanks and drums and which inspection shall have been made for the purpose of determining whether all or any part of the real estate is being used or has been used to store or dispose of any Hazardous Materials in quantities which are or could be detrimental to the real estate, human health or the environment or in violation of any laws or regulations, state or federal, whether the real estate is or has been affected by any Hazardous Materials and whether the real estate contains or has contained any underground storage tanks or asbestos of any kind, and a statement of the recommendations of the reporting engineer or consultant as to such further investigation or tests, if any, as may be necessary to resolve such issues; C) confirmation that the real estate is not listed as a known hazardous waste site on any environmental reporting list maintained by any governmental agency having jurisdiction as to environmental matters over the real estate, and D) a statement of the professional qualifications of the engineer or consultant who prepared such report. The Borrower shall also furnish to the Administrative Agent the supplemental report (including a Phase II report) of the reporting engineer or consultant as to the results of such further tests and investigations as may have been recommended in the initial report; and
(vi) an Appraisal of such Owned Property in form and substance satisfactory to the Administrative Agent.compliance obligations in
Appears in 1 contract
Owned Property. a. The Administrative Agent shall have receivedparcels of property described on Schedule 3.6(a) are the only real estate owned by the Acquired Companies (“Company Owned Real Property”). The Acquired Companies own good and marketable fee simple title to the Company Owned Real Property and to all of the buildings, fixtures and other improvements located on the Company Owned Real Property, free and clear of any Encumbrances except Permitted Encumbrances.
b. The Company Owned Real Property and the Company Leased Real Property (as defined below) constitute all of the real property owned or used by the Acquired Companies in the Business (such real property collectively referred to as the “Company Facilities”). Except as set forth on Schedule 3.6(b), with respect to each Company Facility:
i. Each of the Company Facilities (1) has access to public roads, such access being sufficient to satisfy the current and reasonably anticipated normal transportation requirements of the Business as presently conducted at such Company Facility, (2) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such Company Facility, and (3) is zoned under a zoning classification so as to permit the Acquired Companies to continue its present use; and
ii. The Acquired Companies have not received notice of (1) any condemnation proceeding with respect to any portion of any Company Facility or any access thereto, and to the Knowledge of the Company, no such proceeding is contemplated by any Governmental Body; or (2) any special assessment which may affect any of the Company Facilities.
c. The Acquired Companies own and have good title to (free and clear of any Encumbrances except Permitted Encumbrances) all the properties and assets (whether personal, fixtures or mixed and whether tangible or intangible) that they purport to own and which are located at the Company Facilities (other than the Company Owned Real Property, each which is addressed in Section 3.6(b) above) or at customer facilities, or that are reflected in the books and records of the followingAcquired Companies, in form including all of the properties and substance reasonably satisfactory to the Administrative Agent:
(i) evidence that a counterpart of each Mortgage of Owned Property has been recorded assets reflected in the place necessary, Company Interim Balance Sheet (except for personal property or fixtures sold since the date of the Company Interim Balance Sheet in the Administrative Agent’s judgment, to create a valid and enforceable first priority Lien in favor Ordinary Course of the Administrative Agent for the benefit of itself and the Lenders;
(ii) a mortgagee’s title insurance policy in the amount specified by the Administrative Agreement on the American Land Title Association form of mortgagee’s title policy (2006 Revision), subject to (if available in the jurisdiction where such Owned Property is located) an ALTA form 8.1 environmental protection lien endorsement, an ALTA form 9 comprehensive endorsement, ALTA forms 14 (future advance-priority) and 14.2 (future advance-letter of credit) endorsement, an ALTA form 18.1 tax parcel endorsement, an ALTA form 19 contiguity endorsement (if applicable), a survey endorsement and a utility facility endorsement. The coverage provided by the title insurance policy shall not be subject to the standard exceptions as to rights of parties in possession and matters which would be disclosed by survey, easements not shown by the public records and mechanic’s liens not shown by the public records (unless the title insurance policy is subject to an endorsement providing for the deletion of such exceptions upon the receipt by the title insurance company of a satisfactory ALTA surveyBusiness), and including all the properties and assets purchased or otherwise acquired by an Acquired Company since the coverage shall be subject to no exceptions other than (A) easements and use restrictions and encroachments disclosed by survey which do not materially and adversely affect the value or marketability date of the Owned Property Company Interim Balance Sheet (except for personal property or fixtures acquired and sold since the usefulness date of the Owned Property Company Interim Balance Sheet in the operations Ordinary Course of the Loan Parties Business and (B) Liens described in the exceptions enumerated in Section 6.02;
(iii) a Minimum Standards Detail Land Title Survey together consistent with a Minimum Standards Detail Certificate prepared by a registered land surveyor or engineer prepared by a registered land surveyor or engineer. Such survey shall locate all recorded easements with recording information and contain a statement as to whether or not the real estate is in a flood plain;
(iv) a completed Flood Hazard Determination Form pursuant to the requirements of the Office of the Comptroller of the Currency and the Federal Emergency Management Agency;
(v) the report or reports of a registered engineer or environmental consultant acceptable to the Administrative Agent, confirming that there are no material environmental problems associated with the Owned Property. The report or reports shall be in form satisfactory to the Administrative Agent and shall include, at a minimum: A) a statement of the results of an examination of all relevant documents and records concerning ownership and use of the real estate; B) a statement of the results of an inspection of the real estate, which inspection shall have included the use of such equipment as is customarily used by engineers and environmental consultants in connection with the preparation of “Phase I” environmental reports to detect traces of buried Hazardous Materials and underground storage tanks and drums and which inspection shall have been made for the purpose of determining whether all or any part of the real estate is being used or has been used to store or dispose of any Hazardous Materials in quantities which are or could be detrimental to the real estate, human health or the environment or in violation of any laws or regulations, state or federal, whether the real estate is or has been affected by any Hazardous Materials and whether the real estate contains or has contained any underground storage tanks or asbestos of any kind, and a statement of the recommendations of the reporting engineer or consultant as to such further investigation or tests, if any, as may be necessary to resolve such issues; C) confirmation that the real estate is not listed as a known hazardous waste site on any environmental reporting list maintained by any governmental agency having jurisdiction as to environmental matters over the real estate, and D) a statement of the professional qualifications of the engineer or consultant who prepared such report. The Borrower shall also furnish to the Administrative Agent the supplemental report (including a Phase II report) of the reporting engineer or consultant as to the results of such further tests and investigations as may have been recommended in the initial report; and
(vi) an Appraisal of such Owned Property in form and substance satisfactory to the Administrative Agentpast practice).
Appears in 1 contract