Real Property Collateral. The Agent shall have received: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property; (ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent; (iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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 (iv) certification from a registered engineer or land surveyor in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;
Appears in 3 contracts
Sources: Credit Agreement (Pca International Inc), Credit Agreement (Pca International Inc), Credit Agreement (Pca International Inc)
Real Property Collateral. The Agent shall have receivedSubject to Section 7.11:
(iA) fully Fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") Mortgages encumbering the fee interest of the Credit Parties any Loan Party in each of the real property asset owned by properties designated as a Credit Party set forth Mortgaged Property on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"6.17(a), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iiiB) maps or plats of an as-as built survey of the sites of the Mortgaged Properties real property covered by the Mortgages certified to the Administrative Agent and the Title Insurance Company title insurance company issuing the policies referred to in subclause (C) in a manner reasonably satisfactory to themeach of the Administrative Agent and such title insurance company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company such title insurance company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysurveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy policy;
(C) ALTA mortgagee title insurance policies issued by a title insurance company reasonably acceptable to the Administrative Agent with respect to each Mortgaged Property, assuring the Administrative Agent that each of the Mortgages creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be made in accordance with form and substance reasonably satisfactory to the Minimum Standard Detail Requirements for Land Title Surveys jointly established Administrative Agent and adopted shall include such endorsements as are reasonably requested by the American Land Title Association and the American Congress on Surveying and Mapping in 1992Administrative Agent; and
(ivD) certification from a registered engineer or land surveyor evidence as to (A) whether any Mortgaged Property is in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any an area designated by the Director of the Federal Emergency Management Agency as a "having special flood hazard" area or mud slide hazards (a “Flood Hazard Property”) and (B) if any improvements on Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such properties are Mortgaged Property is located within is participating in the National Flood Insurance Program, (2) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a "special flood hazard" area, evidence Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of a insurance policies or certificates of insurance and declarations pages of the Borrower and its Subsidiaries evidencing flood insurance policy from a company and in an amount satisfactory to the Administrative Agent for the applicable portion of the premises, and naming the Agent, for the benefit Administrative Agent as sole loss payee on behalf of the Lenders, as mortgagee;.
Appears in 3 contracts
Sources: Credit Agreement (WHITEWAVE FOODS Co), Credit Agreement (Dean Foods Co), Credit Agreement (WHITEWAVE FOODS Co)
Real Property Collateral. The Administrative Agent shall have received:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (extent not already received in connection with the "Title Insurance Company")Existing Credit Agreement, in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Administrative Agent and the Lenders:
(i) to the extent required by the Administrative Agent, searches of Uniform Commercial Code filings in each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Lenders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;
(iii) fully executed and notarized Mortgage Instruments encumbering the Mortgaged Properties listed on Schedule 3.19(a);
(iv) with respect to each Mortgaged Property listed in Schedule 3.19(a), a Mortgage Title Insurance Policy assuring the Administrative Agent that the Mortgage Instrument with respect to such Mortgaged Property creates a valid and enforceable first priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Title Insurance Policy shall be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;
(v) evidence as to (A) whether any Mortgaged Property listed in Schedule 3.19(a) is a Flood Hazard Property and (B) if any Mortgaged Property is a Flood Hazard Property, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(vi) except as set forth in Section 5.15, maps or plats of an as-built survey of the sites of the Mortgaged Properties listed in Schedule 3.19(a) certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a the original date satisfactory to the Agent survey was created and the Title Insurance Company day of the last revision by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance CompanyAmerican National Surveyors, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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 19921999, 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 necessary to use 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; and (F) if the site is described as being on a filed map, a legend relating the survey to said map;
(vii) pollution and remediation legal liability insurance covering legal expenses, remediation costs and loss of value for all owned Mortgaged Properties listed in Schedule 3.19(a) relating to environmental issues on, under or emanating from the Property in such reasonable amounts as requested by the Administrative Agent;
(viii) opinions of counsel to the Credit Parties for each jurisdiction in which the Mortgaged Properties are located; and
(ivix) certification from a registered engineer or land surveyor Mass Appraisal by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ for each owned Mortgaged Property not previously pledged as Collateral under the Existing Credit Agreement, in a form and substance satisfactory to the Administrative Agent or other evidence acceptable to (the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;“2006 Appraisals”).
Appears in 2 contracts
Sources: Credit Agreement (Pep Boys Manny Moe & Jack), Credit Agreement (Pep Boys Manny Moe & Jack)
Real Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt or amendments to such existing documents, as the Administrative Agent may deem appropriate (each each, as the same may be amended, modified, restated or supplemented from time to time, a "MortgageMortgage Instrument" and collectively the "MortgagesMortgage Instruments") encumbering the fee interest and/or leasehold interest of any Credit Party in each of the Credit Parties Real Properties (other than Excluded Properties) designated in each real property asset owned by a Credit Party set forth on Schedule 5.1(k6.20(a) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) an update of the ALTA or other appropriate form mortgagee title insurance policies issued by Commonwealth Land Title Company of North Carolina (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to amounts not less than the Agent respective amounts designated in Schedule 6.20
(a) with respect to the North Carolina Mortgaged Property (other than leasehold sites), assuring the Administrative Agent that each parcel of real property encumbered by the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage and Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent;
(iii) maps or plats of for all real properties other than leasehold properties, evidence as to (A) whether any Mortgaged Property is in an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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
(iv) certification from a registered engineer or land surveyor in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as having special flood or mud slide hazards (a "special flood hazard" area or Flood Hazard Property") and (B) if any improvements on Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such properties are Mortgaged Property is located within is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a "special flood hazard" area, evidence Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of a insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance policy from a company and in an amount satisfactory to the Administrative Agent for the applicable portion of the premises, and naming the Agent, for the benefit Administrative Agent as sole loss payee on behalf of the Lenders, as mortgagee;
Appears in 2 contracts
Sources: Credit Agreement (Aaipharma Inc), Credit Agreement (Aaipharma Inc)
Real Property Collateral. The Receipt by the Administrative Agent shall have received:of each of the following (the “Real Property Deliverables”) with respect to all real property of the Loan Parties (other than Excluded Real Property):
(i) fully executed and notarized mortgages, deeds an Appraisal of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each such real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Propertyproperty;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "a fully executed and notarized Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of encumbering such real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agentproperty;
(iii) if requested by the Administrative Agent in its sole discretion, either (A) maps or plats of an as-built survey of the sites of the Mortgaged Properties such real property certified to the Administrative Agent and the Title Insurance Company title insurance company issuing the policies referred to in the following clause (iv) in a manner satisfactory to themeach of the Administrative Agent and such title insurance company, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company such title insurance company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysurveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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; and2011 with items 2, 3, 4, 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 16,17, 18 and 19 on Table A thereof completed or (B) aerial surveys/zip maps of the sites of such real property satisfactory to each of the Administrative Agent and the title insurance company issuing the policies referred to in the following clause (iv), dated a date satisfactory to each of the Administrative Agent and such title insurance company, which aerial surveys/zip maps shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and to allow such title insurance company to issue an endorsement to the applicable title policy insuring that the Mortgage to be insured under such title policy encumbers the property shown on such aerial surveys/zip maps;
(iv) certification from ALTA mortgagee title insurance policies issued by a registered engineer or land surveyor title insurance company acceptable to the Administrative Agent with respect to such real property, assuring the Administrative Agent that the Mortgage covering such real property creates a valid and enforceable first priority mortgage lien on such real property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be in a form and substance satisfactory to the Administrative Agent or other and shall include such endorsements as are requested by the Administrative Agent;
(v) evidence acceptable as to the Agent that none of the improvements on the (A) whether such real property encumbered by the Mortgages are located within any is in an area designated by the Director of the Federal Emergency Management Agency as a "having special flood hazard" area or mud slide hazards (a “Flood Hazard Property”) and (B) if any improvements on such properties are real property is a Flood Hazard Property, (1) whether the community in which such real property is located within is participating in the National Flood Insurance Program, (2) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (x) as to the fact that such real property is a "special flood hazard" area, evidence Flood Hazard Property and (y) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of a insurance policies or certificates of insurance of the Borrower and its Subsidiaries evidencing flood insurance policy from a company and in an amount satisfactory to the Administrative Agent for the applicable portion of the premises, and naming the Agent, for the benefit Administrative Agent and its successors and/or assigns as sole loss payee on behalf of the Lenders;
(vi) an environmental assessment report, as mortgagee;to such real property, in form and substance and from professional firms acceptable to the Administrative Agent; and
(vii) evidence reasonably satisfactory to the Administrative Agent that such real property, and the uses of such real property, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such real property, the permitted uses of such real property under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks).
Appears in 2 contracts
Sources: Credit Agreement (Grand Canyon Education, Inc.), Credit Agreement (Grand Canyon Education, Inc.)
Real Property Collateral. The Agent In addition to any other agreements, documents or instruments at any time to be delivered by Borrower to Lender, as soon as possible, but in any event prior to January 31, 2001, Borrower shall have received:
(i) fully executed and notarized mortgages, deeds of trust deliver or deeds cause to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory be delivered to the Agent (the "Title Insurance Company")following, in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to Lender:
(a) the AgentMortgage, duly authorized, executed and delivered by Hidel Partners and Borrower;
(iiib) maps or plats of an as-built survey environmental audits of the sites of the Mortgaged Properties certified Real Property to be subject to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company Mortgage conducted by an independent professional licensed land surveyor environmental engineering firm acceptable to Lender, and in form, scope and methodology satisfactory to Lender, confirming (i) Borrower is in compliance with all material applicable Environmental Laws and (ii) the Agent absence of any material environmental problems;
(c) a valid and effective title insurance policy with respect to the Real Property to be subject to the Mortgage issued by a company and agent acceptable to Lender (i) insuring the priority, amount and sufficiency of the Mortgage, (ii) insuring against matters that would be disclosed by surveys and (iii) containing any legally available endorsements, assurances or affirmative coverage requested by Lender for protection of its interests;
(d) evidence that Lender has a first priority mortgage and lien upon, and security interest in, the Real Property and related assets of Hidel Partners and Borrower to be subject to the Mortgage;
(e) a written appraisal as to the Real Property of Hidel Partners and Borrower to be subject to the Mortgage, at the expense of Borrower, by an appraiser acceptable to Lender, addressed to Lender and on which Lender is expressly permitted to rely, in form, scope and methodology satisfactory to Lender;
(f) an executed original of the release and discharge of the existing Mortgage and Security Agreement by Hidel Partners in favor of NJEDA and the Title Insurance Company, which maps or plats and issuer of the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained Fixed Rate NJEDA Bond Letter of Credit in form acceptable for recording with the applicable title policy recording office, with respect to the Real Property and related assets to be made in accordance with subject to the Minimum Standard Detail Requirements for Land Title Surveys jointly established Mortgage, duly authorized, executed and adopted delivered by the American Land Title Association NJEDA and the American Congress on Surveying and Mapping in 1992such issuer; and
(ivg) certification from a registered engineer or land surveyor in a form satisfactory current ALTA certified survey with respect to the Agent or other evidence acceptable Real Property of Hidel Partners and Borrower to be subject to the Agent that none Mortgage by acceptable registered land surveyors certified by such surveyor to Lender and the title insurance company indicating length and bearing of exterior boundary lines, measurements of the improvements on the real property encumbered by the Mortgages are located within distance between buildings and boundary lines, locations of fences, drives, utility and other easements, encroachments, any area designated by the Director of the Federal Emergency Management Agency existing building, ingress and egress, and such other items as Lender requires and with a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;legal description.
Appears in 2 contracts
Sources: Loan and Security Agreement (Inverness Medical Innovations Inc), Loan and Security Agreement (Ivc Industries Inc)
Real Property Collateral. The Within sixty (60) days after the Closing Date (or such extended period of time as agreed to by the Administrative Agent), the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") Mortgage Instruments encumbering the fee owned or, to the extent not prohibited by the applicable lease or consented to by the applicable landlord, leasehold interest of in the Credit Parties in Mortgaged Properties owned or leased by each real property asset owned by a Credit Party and set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"3.19(d), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee a title insurance policies (report in respect of each of the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the AgentMortgaged Properties;
(iii) maps with respect to each Mortgaged Property, ALTA Mortgage Policies issued by the Title Insurance Company, assuring the Administrative Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;
(iv) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or plats mud slide hazards (a “Flood Hazard Property”) and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the Borrower’s or the applicable Credit Party’s written acknowledgment of an as-built survey receipt of written notification from the Administrative Agent (y) as to the fact that such Mortgaged Property is a Flood Hazard Property and (z) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Borrower and its Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(v) to the extent available, surveys of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company;
(vi) reasonably satisfactory Phase I environmental site assessment reports (or other environmental reports acceptable to the Administrative Agent) with respect to each of the Mortgaged Properties, which maps together with (to the extent required by the Administrative Agent) reliance letters with respect to such reports in favor of the Lenders;
(vii) opinions of counsel to the Borrower or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made Credit Party for each jurisdiction in accordance with which 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 1992Mortgaged Properties are located; and
(ivviii) certification in the case of the Properties located in McKinney, Texas, Vista, California, Huntersville, North Carolina, Springfield, Massachusetts, and Wayne, New Jersey, such estoppel letters, consents and waivers from a registered engineer or land surveyor in a form satisfactory the landlords on such Properties as the Administrative Agent may reasonably require; provided, that the Credit Parties shall not be required (A) to obtain any such consent to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for extent the applicable portion landlord refuses to execute such consent after the Credit Parties have used their commercially reasonable efforts to obtain such consent or (B) to expend any significant amount of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;money to obtain such consents.
Appears in 2 contracts
Sources: Credit Agreement (Orthofix International N V), Credit Agreement (Orthofix International N V)
Real Property Collateral. The Collateral Agent shall have received:received (in form and substance satisfactory to the Lead Arrangers):
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "“Mortgage" and collectively ” and, collectively, the "“Mortgages"”) encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k4.01(k)(i) (each an “Owned Mortgaged Property” and collectively, the “Owned Mortgaged Properties”) and the leasehold interest of the Credit Parties in each real property asset leased by a Credit Party set forth on Schedule 4.01(k)(i) (each a "“Leased Mortgaged Property" and collectively ” and, collectively, the "“Leased Mortgaged Properties"” and, together with the Owned Mortgaged Property, each a “Mortgaged Property” and, collectively, the “Mortgaged Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) the Borrower shall have obtained a fully executed Landlord Consent and Estoppel with respect to each Leased Mortgaged Property, together with evidence that such Leased Mortgaged Property is a Recorded Leasehold Interest;
(iii) ALTA or other appropriate form mortgagee title insurance policies (the "“Mortgage Policies"”) issued by title insurers satisfactory to the Agent Chicago Title Insurance Company (the "“Title Insurance Company"”), in an amount reasonably satisfactory to the Agent Lead Arrangers with respect to each parcel Mortgaged Property, which amount shall not exceed the fair market value for each such Mortgaged Property, assuring the Lead Arrangers that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, free and clear of real property encumbered by a all defects and encumbrances except Permitted Encumbrances, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Lead Arrangers and otherwise for any other matters that the Lead Arrangers may request, and providing affirmative insurance and such reinsurance as the Lead Arrangers may request, all of the foregoing in form and substance reasonably satisfactory to the AgentLead Arrangers;
(iiiiv) maps if requested by the Lead Arrangers, copies of all recorded documents listed as exceptions to title or plats of an as-built survey of the sites of the Mortgaged Properties certified otherwise referred to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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 1992Mortgage Policies; and
(ivv) certification from a registered engineer or land surveyor in a form such evidence satisfactory to the Agent or other evidence acceptable Lead Arrangers as the Lead Arrangers reasonably may request to the Agent effect that none each of the improvements on Mortgaged Properties, and the real property encumbered by the Mortgages are located within any area designated by the Director uses of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties Mortgaged Properties, are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the compliance in all material respects with all applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;Laws.
Appears in 2 contracts
Sources: Credit Agreement (Hillman Companies Inc), Credit Agreement (Hillman Companies Inc)
Real Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Agents:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each each, as the same may be amended, modified, restated or supplemented from time to time, a "MortgageMortgage Instrument" and collectively the "MortgagesMortgage Instruments") encumbering the fee interest in the properties listed in Schedule 4.1-2 as properties owned by the Borrowers and, to the extent required by the Administrative Agent, the leasehold interest in the properties listed in Schedule 4.1-2 as properties that are warehouses, plants or other real properties material to the conduct of the Credit Parties in each real property asset owned Borrowers' business and are leased by a Credit Party set forth on Schedule 5.1(k) the Borrowers (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) a title report in respect of each of the Mortgaged Properties;
(iii) with respect to each Mortgaged Property, an ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") policy issued by a title insurers satisfactory to the Agent insurance company (the "Title Insurance Company") selected by the Administrative Agent and reasonably acceptable to the Parent Borrower (the "Mortgage Policies"), in an amount amounts satisfactory to the Administrative Agent, assuring the Administrative Agent with respect to that each parcel of real property encumbered by the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage and otherwise Policies shall be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;
(iiiiv) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "Flood Hazard Property") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Borrower's written acknowledgment of receipt of written notification from the Administrative Agent (y) as to the fact that such Mortgaged Property is a Flood Hazard Property and (z) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Borrowers and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(v) maps or plats of an as-built survey of (A) the sites of the owned Mortgaged Properties and (B) to the extent reasonably required by the Administrative Agent, the leased Mortgaged Properties, in each case certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor selected by the Parent Borrower and reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy Mortgage Policy and 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 necessary to use 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; and (F) if the site is described as being on a filed map, a legend relating the survey to such map;
(vi) satisfactory environmental reviews of all owned Mortgaged Properties, including but not limited to Phase I environmental assessments, together with reliance letters in favor of the Lenders;
(vii) opinions of counsel to the Borrowers for each jurisdiction in which the Mortgaged Properties are located;
(viii) to the extent readily available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties are located;
(ix) an appraisal of each owned Mortgaged Property, in form and substance satisfactory to the Administrative Agent; and
(ivx) certification from to the extent requested by the Administrative Agent, with respect to each leased Mortgaged Property (i) a registered engineer or land surveyor in survey certified to the Administrative Agent by a form firm of surveyors reasonably satisfactory to the Administrative Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as and (ii) a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company landlord waiver in form and in an amount substance satisfactory to the Agent for the applicable portion of the premises, naming the Administrative Agent, for the benefit of the Lenders, as mortgagee;.
Appears in 2 contracts
Sources: Credit Agreement (Si International Inc), Credit Agreement (Si International Inc)
Real Property Collateral. The Collateral Agent shall have received:received (in form and substance satisfactory to the Collateral Agent):
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "MortgageMORTGAGE" and collectively and, collectively, the "MortgagesMORTGAGES") encumbering the fee interest of the Credit Loan Parties in each real property asset owned by a Credit Loan Party set forth on Schedule 5.1(kSCHEDULE 4.01(i) (each a "Mortgaged PropertyMORTGAGED PROPERTY" and collectively and, collectively, the "Mortgaged PropertiesMORTGAGED PROPERTIES"), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage PoliciesMORTGAGE POLICIES") issued by a title insurers insurance company satisfactory to the Collateral Agent (the "Title Insurance CompanyTITLE INSURANCE COMPANY"), in an amount reasonably satisfactory to the Collateral Agent with respect to each parcel Mortgaged Property, which amount shall not exceed the fair market value for each such Mortgaged Property, assuring the Collateral Agent that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, free and clear of real property encumbered by a all defects and encumbrances except Permitted Encumbrances, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Collateral Agent and otherwise for any other matters that the Collateral Agent may reasonably request, and providing affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Collateral Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Collateral Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy Mortgage Policy and 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 19921999, 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; and(B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use 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; and (F) if the site is described as being on a filed map, a legend relating the survey to said map;
(iv) if requested by the Collateral Agent, copies of all recorded documents listed as exceptions to title or otherwise referred to in the mortgaged properties;
(v) certification from a registered engineer or land surveyor in a form reasonably satisfactory to the Collateral Agent or other evidence acceptable to the Collateral Agent that none of the improvements on the real property encumbered by the Mortgages Mortgaged Properties are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties the Mortgaged Properties are located within a "special flood hazard" area, evidence of a flood insurance policy (if such insurance is required by applicable Law) from a company and in an amount satisfactory to the Collateral Agent for the applicable portion of the premises, naming the Collateral Agent, for the benefit of the Lenders, as mortgagee;; and
(vi) evidence reasonably satisfactory to the Collateral Agent that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws.
Appears in 2 contracts
Sources: Credit Agreement (Synagro Technologies Inc), Credit Agreement (Synagro Technologies Inc)
Real Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and the Lenders:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") Mortgage Instruments encumbering the fee Mortgaged Properties as to properties owned by the Credit Parties and, to the extent required by the Administrative Agent, the leasehold interest in the Mortgaged Properties as to properties that are warehouses, plants or other real properties material to the conduct of the Credit Parties in each real property asset owned Parties’ business and are leased by a the Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged PropertyParties;
(ii) ALTA or other appropriate form mortgagee a title insurance policies report in respect of each of the Mortgaged Properties;
(the "Mortgage Policies"iii) issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by Mortgaged Property, a Mortgage Policy assuring the Administrative Agent that the Mortgage Instrument with respect to such Mortgaged Property creates a valid and otherwise enforceable first priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policy shall be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;
(iiiiv) evidence as to (A) whether any Mortgaged Property is a Flood Hazard Property and (B) if any Mortgaged Property is a Flood Hazard Property, (x) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(v) 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 reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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 19922005, 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 necessary to use 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; and (F) if the site is described as being on a filed map, a legend relating the survey to said map;
(vi) satisfactory third-party environmental reviews of all owned Mortgaged Properties and, to the extent requested by the Administrative Agent, all leased Mortgaged Properties, including but not limited to Phase I environmental assessments, together with reliance letters in favor of the Lenders;
(vii) to the extent requested by the Administrative Agent, opinions of counsel to the Credit Parties for each jurisdiction in which the Mortgaged Properties are located;
(viii) to the extent available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties are located; and
(ivix) certification from a registered engineer or land surveyor an appraisal of each owned Mortgaged Property, in a form and substance satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Administrative Agent, for the benefit of the Lenders, as mortgagee;.
Appears in 2 contracts
Sources: Credit Agreement (Primo Water Corp), Credit Agreement (Primo Water Corp)
Real Property Collateral. The Subject to Section 5.12(c), within ninety (90) days after the Closing Date (or such longer period of time as agreed to by the Administrative Agent in its sole discretion), the Administrative Agent shall have received:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Administrative Agent:
(A) fully executed and notarized Mortgage Instruments encumbering the Mortgaged Properties as to properties owned by the Credit Parties;
(iiiB) evidence as to (1) whether any Mortgaged Property is a Flood Hazard Property and (2) if any Mortgaged Property is a Flood Hazard Property, (x) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(C) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified Properties; it being agreed that the surveys in existence on the Closing Date and provided to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory pursuant to the Agent and terms of this clause (C) (along with a certificate of an Authorized Officer of the Title Insurance Company Borrower reasonably acceptable to the Administrative Agent) are satisfactory;
(D) an environmental questionnaire executed by an independent professional licensed land surveyor satisfactory Authorized Officer of the Borrower with respect to all owned Mortgaged Properties, along with third-party environmental reviews of all owned Mortgaged Properties, including but not limited to Phase I environmental assessments; it being agreed that the Phase I environmental assessments in existence on the Closing Date and provided to the Administrative Agent and pursuant to the Title Insurance Company, which maps or plats and terms of this clause (e) are satisfactory;
(E) to the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted extent requested by the American Land Title Association and Administrative Agent, opinions of counsel to the American Congress on Surveying and Mapping Credit Parties for each jurisdiction in 1992which the Mortgaged Properties are located; and
(ivF) certification from a registered engineer or land surveyor in a form satisfactory to the Agent extent available, zoning letters from each municipality or other evidence acceptable to Governmental Authority for each jurisdiction in which the Agent that none of the improvements on the real property encumbered by the Mortgages Mortgaged Properties are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;located.
Appears in 2 contracts
Sources: Credit Agreement (Carrols Restaurant Group, Inc.), Credit Agreement (Carrols Restaurant Group, Inc.)
Real Property Collateral. The Receipt by the Administrative Agent shall have receivedof the following:
(i) fully executed and notarized mortgages, deeds of trust Mortgages or deeds amendments to secure debt (each a "Mortgage" and collectively the "Mortgages") existing Mortgages encumbering the fee interest of the Credit Parties any Loan Party in each of the real property asset owned by properties designated as a Credit Party set forth Mortgaged Property on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property6.16;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory Subject to the Agent (the "Title Insurance Company")Section 7.18, in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties real property covered by the Mortgages certified to the Administrative Agent and the Title Insurance Company title insurance company issuing the policies referred to in Section 5.01(f)(iii) in a manner reasonably satisfactory to themeach of the Administrative Agent and such title insurance company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company such title insurance company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysurveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy policy;
(iii) Subject to Section 7.18, ALTA mortgagee title insurance policies and endorsements thereto (if required) issued by a title insurance company reasonably acceptable to the Administrative Agent with respect to each Mortgaged Property, assuring the Administrative Agent that each of the Mortgages creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be made in accordance with form and substance reasonably satisfactory to the Minimum Standard Detail Requirements for Land Title Surveys jointly established Administrative Agent and adopted shall include such endorsements as are reasonably requested by the American Land Title Association and the American Congress on Surveying and Mapping in 1992Administrative Agent; and
(iv) certification from a registered engineer or land surveyor evidence as to (A) whether any Mortgaged Property is in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any an area designated by the Director of the Federal Emergency Management Agency as a "having special flood hazard" area or mud slide hazards (a “Flood Hazard Property”) and (B) if any improvements on Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such properties are Mortgaged Property is located within is participating in the National Flood Insurance Program, (2) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a "special flood hazard" area, evidence Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of a insurance policies or certificates of insurance of the Borrower and its Subsidiaries evidencing flood insurance policy from a company and in an amount satisfactory to the Administrative Agent for the applicable portion of the premises, and naming the Agent, for the benefit Administrative Agent as sole loss payee on behalf of the Lenders, as mortgagee;.
Appears in 2 contracts
Sources: Credit Agreement (Kid Brands, Inc), Credit Agreement (Kid Brands, Inc)
Real Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Agents:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each each, as the same may be amended, modified, restated or supplemented from time to time, a "MortgageMORTGAGE INSTRUMENT" and collectively the "MortgagesMORTGAGE INSTRUMENTS") encumbering the fee interest in the properties listed in SCHEDULE 3.19
(a) as properties owned by the Credit Parties and designated as a material property, other than real properties owned by the Acquired Company or its Subsidiaries (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES") and a legal opinion with respect to the enforceability of the Mortgage Instruments in form and substance reasonably satisfactory to the Administrative Agent;
(ii) a title report obtained by the Credit Parties in respect of each real property asset owned by a Credit Party set forth on Schedule 5.1(kof the Mortgaged Properties attached as SCHEDULE 4.2(f)(II) (each a "Mortgaged Property" and collectively the "Mortgaged PropertiesSIGNIFICANT MORTGAGED PROPERTY"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iii) with respect to each Significant Mortgaged Property, an ALTA or substantially equivalent mortgagee title insurance policy issued by a title company acceptable to the Administrative Agent (the "MORTGAGE POLICIES"), in amounts acceptable to the Administrative Agent with respect to any particular Significant Mortgaged Property, assuring the Administrative Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Significant Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;
(iv) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Borrower and its Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and
(v) existing maps or plats of an as-built survey of the sites of the Significant Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be (A) sufficient to delete any standard printed survey exception contained in the applicable title policy and 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
1992 or (ivB) certification from a registered engineer or land surveyor in a form otherwise satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Administrative Agent, for the benefit of the Lenders, as mortgagee;.
Appears in 1 contract
Sources: Credit Agreement (Suiza Foods Corp)
Real Property Collateral. The Within 90 days of the Closing Date (or such longer date as the Administrative Agent may consent to) the Collateral Agent shall have received:received (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent):
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "“Mortgage" and collectively ” and, collectively, the "“Mortgages"”) encumbering the fee interest of the Credit Loan Parties in each real property asset owned by a Credit Loan Party set forth on Schedule 5.1(k) 7.16 (each a "an “Owned Mortgaged Property" and collectively ” and, collectively, the "“Owned Mortgaged Properties"”), together with such UCC-1 financing statements or similar notices as the Administrative Agent shall reasonably deem appropriate with respect to each such Owned Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "“Mortgage Policies"”) issued by a title insurers insurance company satisfactory to the Administrative Agent (the "“Title Insurance Company"”), in an amount satisfactory to the Administrative Agent with respect to each parcel Owned Mortgaged Property, which amount reasonably shall not exceed the fair market value for each such Owned Mortgaged Property, assuring the Administrative Agent that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Owned Mortgaged Property, free and clear of real property encumbered by a all defects and encumbrances except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Administrative Agent and otherwise for any other matters that the Administrative Agent may request, and providing affirmative insurance and such reinsurance as the Administrative Agent may request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;
(iii) If required by the Title Insurance Company to issue a title insurance policy without a survey exception, maps or plats of an as-built survey of the sites of the Owned Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to themthe Administrative Agent and the Title Insurance Company, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy Mortgage Policy and 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 necessary to use 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; and (F) if the site is described as being on a filed map, a legend relating the survey to said map; and
(iv) if a survey is delivered and if reasonably requested by the Administrative Agent certification from a registered engineer or land surveyor in a form reasonably satisfactory to the Administrative Agent or other evidence acceptable to the Administrative Agent that none of the improvements on the real property encumbered by the Mortgages Owned Mortgaged Properties are located within any area designated by the Director of the Federal Emergency Management Agency as a "“special flood hazard" ” area or if any improvements on such properties the Owned Mortgaged Properties are located within a "“special flood hazard" ” area, evidence of a flood insurance policy (if such insurance is required by applicable Law) from a company and in an amount satisfactory to the Administrative Agent for the applicable portion of the premises, naming the Collateral Agent, for the benefit of the Lenders, as mortgagee;.
Appears in 1 contract
Sources: Credit Agreement (Orbimage Inc)
Real Property Collateral. The With respect to any Material Real Property, the Administrative Agent shall have received:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Administrative Agent and the Lenders a Mortgage, duly executed by the appropriate Loan Party, together with: (i) evidence that counterparts of such Mortgage has been duly executed, acknowledged and delivered and is in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid 103 first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and other fees in connection therewith have been paid, (ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, or equivalent in any other applicable Collateral Jurisdiction (the “Mortgage Policy”), with endorsements and in amounts acceptable to the Administrative Agent;
, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all Liens, other than Liens permitted by Section 7.01, and providing for such other affirmative insurance and such coinsurance (or reinsurance with direct access) as the Administrative Agent may deem necessary or desirable, (iii) maps an American Land Title Association/National Society of Professional Engineers form survey, or plats of an as-built survey equivalent in any other applicable Collateral Jurisdiction, for which all necessary fees (where applicable) have been paid, and dated no more than thirty (30) days before the day of the sites of the Mortgaged Properties initial Credit Extension, certified to the Administrative Agent and the Title Insurance Company issuer of the Mortgage Policy in a manner satisfactory to them, dated the Administrative Agent by a date satisfactory land surveyor duly registered and licensed in the jurisdiction in which the Material Real Property is located and acceptable to the Agent Administrative Agent, showing all buildings and other improvements, any off- site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the Title Insurance Company absence of encroachments, either by an independent professional licensed land surveyor satisfactory such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Agent and the Title Insurance CompanyAdministrative Agent, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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
(iv) certification from if the Material Real Property is a registered engineer or land surveyor leasehold property, (1) an estoppel and consent agreement duly executed by the lessor of such leased Material Real Property, (2) a memorandum of lease in a recordable form satisfactory with respect to such leasehold interest, executed and acknowledged by the Agent or other evidence acceptable to the Agent that none owner of the improvements on affected real property, as lessor, and (3) evidence that the real property encumbered applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable, in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, (v) evidence of the insurance required by the Mortgages are located within any area designated by the Director terms of the Section 6.07, (vi) a completed “Life-of-Loan” Federal Emergency Management Agency as Standard Flood Hazard Determination, and, if such Material Real Property is located in a "special flood hazard" area or hazard area, (1) a notice to (and confirmations of receipt by) the Borrower as to the existence of a special flood hazard and, if any improvements applicable, the availability of flood hazard insurance under the National Flood Insurance Program and (2) evidence of applicable flood insurance, if available, in each case in such form, on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company terms and in such amounts as required by the Flood Insurance Laws or as otherwise required by the Lenders; (vii) an amount satisfactory appraisal of such Material Real Property complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, or equivalent in any other applicable Collateral Jurisdiction; (viii) an opinion of local counsel as to the Agent for the applicable portion enforceability of the premises, naming Mortgage and such other matters reasonably requested by the Administrative Agent, for the benefit of the Lenders, as mortgagee;; and
Appears in 1 contract
Sources: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Real Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and the Lenders:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each each, as the same may be amended, modified, restated or supplemented from time to time, a "Mortgage" “Mortgage Instrument” and collectively the "Mortgages"“Mortgage Instruments”) encumbering the fee interest of in the Credit Parties properties listed in each real property asset Schedule 3.19(a) as properties owned by a Credit Party set forth on Schedule 5.1(k) the Obligors (each a "“Mortgaged Property" ” and collectively the "“Mortgaged Properties"”), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties;
(iii) with respect to each Mortgaged Property, an ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by a nationally-recognized title insurers insurance company satisfactory to the Administrative Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent “Mortgage Policies”) with respect to any particular Mortgaged Property, assuring the Administrative Agent that each parcel of real property encumbered by the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage and otherwise Policies shall be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;
(iiiiv) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders;
(v) 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 reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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 necessary to use 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; and (F) if the site is described as being on a filed map, a legend relating the survey to said map; and
(ivvi) certification from a registered engineer or land surveyor in a form satisfactory opinions of counsel to the Agent or other evidence acceptable to Credit Parties for each jurisdiction in which the Agent that none of the improvements on the real property encumbered by the Mortgages Mortgaged Properties are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;located.
Appears in 1 contract
Sources: Credit Agreement (Newark Group Inc)
Real Property Collateral. The Agent shall have received:
(iA) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") Mortgages encumbering the fee interest and/or leasehold interest of any Credit Party in each of the Credit Parties in each real property asset owned by properties designated as a Credit Party set forth Mortgaged Property on Schedule 5.1(k5.01-A;
(B) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate except with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered located in Danville, Illinois, or as may otherwise be agreed to by a Mortgage and otherwise in form and substance satisfactory to the Administrative Agent;
(iii) , maps or plats of an as-as built survey of the sites of the Mortgaged Properties certified real property covered by the Mortgages acceptable to the Administrative Agent and the Title Insurance Company title insurance company issuing the policies referred to in subclause (C) in a manner reasonably satisfactory to themeach of the Administrative Agent and such title insurance company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company such title insurance company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysurveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and policy;
(C) except with respect to the real property located in Danville, Illinois, or as may otherwise be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted agreed to by the American Land Title Association Administrative Agent, ALTA mortgagee title insurance policies issued by a title insurance company reasonably acceptable to the Administrative Agent with respect to each Mortgaged Property, assuring the Administrative Agent that each of the Mortgages creates a valid and enforceable first priority mortgage lien on the American Congress on Surveying applicable Mortgaged Property, free and Mapping clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be in 1992form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent; and
(ivD) certification from a registered engineer or land surveyor evidence as to (x) whether any Mortgaged Property is in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any an area designated by the Director of the Federal Emergency Management Agency as a "having special flood hazard" area or mud slide hazards (a “Flood Hazard Property”) and (y) if any improvements on Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such properties are Mortgaged Property is located within is participating in the National Flood Insurance Program, (2) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a "special flood hazard" area, evidence Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of a insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance policy from a company and in an amount satisfactory to the Administrative Agent for the applicable portion of the premises, and naming the Agent, for the benefit Administrative Agent as sole loss payee on behalf of the Lenders, as mortgagee;.
Appears in 1 contract
Real Property Collateral. The Subject to Section 4.8(b), within ninety (90) days after the Issue Date (or as soon as practical thereafter using commercially reasonable efforts), the Collateral Agent shall have received, in form and substance substantially similar to those delivered to the First Lien Agent in connection with the creation of a first priority, perfected Lien on such Real Property in accordance with the Credit Agreement:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") Mortgage Instrument encumbering the fee interest of the Credit Parties in each real property asset Mortgaged Properties as to properties owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged PropertyPledgors;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified Properties; it being agreed that the surveys in existence on the Issue Date and provided to the Collateral Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory pursuant to the Agent terms of this clause (ii) (along with a certificate of an officer of the Issuer in form and the Title Insurance Company by an independent professional licensed land surveyor satisfactory substance substantially similar to that delivered to the First Lien Agent and in connection with the Title Insurance Companycreation of a first priority, which maps or plats and the surveys perfected Lien on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made such Real Property in accordance with the Minimum Standard Detail Requirements Credit Agreement) are satisfactory so long as substantially similar to the surveys delivered to the First Lien Agent under the Credit Agreement;
(iii) an environmental questionnaire executed by an officer of the Issuer with respect to all owned Mortgaged Properties, along with third-party environmental reviews of all owned Mortgaged Properties, including but not limited to Phase I environmental assessments; it being agreed that the Phase I environmental assessments in existence on the Issue Date and provided to the Administrative Agent pursuant to the terms of this clause (iii) are satisfactory;
(iv) to the extent delivered to the First Lien Agent in connection with the creation of a first priority, perfected Lien on such Mortgaged Properties in accordance with the Credit Agreement, opinions of counsel to the Pledgors for Land Title Surveys jointly established each jurisdiction in which the Mortgaged Properties are located in form and adopted by substance substantially similar to those delivered to the American Land Title Association and the American Congress on Surveying and Mapping in 1992First Lien Agent; and
(ivv) certification from a registered engineer or land surveyor in a form satisfactory to the Agent extent available, zoning letters from each municipality or other evidence acceptable to governmental authority for each jurisdiction in which the Agent that none of the improvements on the real property encumbered by the Mortgages Mortgaged Properties are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;located.
Appears in 1 contract
Sources: Second Lien Security Agreement (Carrols Restaurant Group, Inc.)
Real Property Collateral. The Agent shall have receivedCause to be delivered to the Agent, in form and substance satisfactory to the Agent:
(i) a fully executed and notarized mortgagesmortgage, deeds deed of trust or deeds trust, deed to secure debt or hypothec in registerable form (each a "Mortgage" and collectively the "MortgagesNew Fee Mortgage") encumbering the fee interest (whether legal, equitable or otherwise) of Plastofilm Industries, Inc. in the Credit Parties fee estate (or the equivalent form of title under applicable law) located in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) Wheaton, Illinois (each a "Mortgaged Property" and collectively the "Mortgaged Wheaton Property"), together with such UCC-1 financing statements (or equivalent instruments) as the Agent shall deem appropriate with respect to the Wheaton Property;
(ii) a fully executed and notarized mortgage, deed of trust or deed to secure debt (the "New Leasehold Mortgage;" the New Leasehold Mortgage and the New Fee Mortgage are collectively referred to as the "New Mortgages") encumbering the leasehold interest of Plastofilm Industries, Inc. in the leasehold estate located in Sparks, Nevada (the "Sparks Property;" the Sparks Property and the Wheaton Property are collectively referred to as the "New Real Properties"), together with such UCC-1 financing statements (or equivalent instruments) as the Agent shall deem appropriate with respect to each such Mortgaged the Sparks Property; provided that the New Leasehold Mortgage and UCC-1 financing statements (or equivalent instruments) shall not be required for the Sparks Property if the lease prohibits the same and the landlord or any other required party thereunder has not consented to the same after good faith efforts to obtain the same by the Credit Parties (for purposes of this subsection, good faith efforts shall not be deemed to include the filing of lawsuits or the payment of any consideration);
(iiiii) ALTA unless in any such case the Credit Parties are unable after good faith efforts to obtain the same (for purposes of this subsection, good faith efforts shall not be deemed to include the filing of lawsuits or other appropriate the payment of any consideration) (A) in the case of the Sparks Property and the leasehold estate located in Batavia, Illinois, such estoppel letters, consents and waivers from the landlords of such real property as may be reasonably required by the Agent, which estoppel letters shall be in form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers and substance reasonably satisfactory to the Agent and (B) in the "Title Insurance Company")case of the Sparks Property, evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in an amount form and substance reasonably satisfactory to the Agent, has been recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the New Leasehold Mortgage to effectively create a valid and enforceable lien (subject only to Permitted Liens) on the Sparks Property in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders;
(iv) an opinion of counsel (which counsel shall be satisfactory to the Agent) in the state or province in which each New Real Property is located with respect to each parcel the enforceability of real property encumbered by a the form of the New Mortgage and otherwise sufficiency of the form of UCC-1 financing statements (or equivalent instruments) to be recorded or filed in such state or province and such other matters as the Agent may request, in form and substance satisfactory to the Agent;
(iiiv) ALTA mortgagee title insurance policies (the "New Mortgage Policies") issued by Chicago Title Insurance Company (the "Title Insurance Company"), in amounts satisfactory to the Agent with respect to all New Real Properties, assuring the Agent that each applicable New Mortgage creates valid and enforceable mortgage liens on the respective New Real Property, free and clear of all defects and encumbrances except Permitted Liens, which New Mortgage Policies shall be in form and substance satisfactory to the Agent and containing such endorsements as shall be satisfactory to the Agent and for any other matters that the Agent may request, and shall provide for affirmative insurance and such reinsurance as the Agent may request, all of the foregoing in form and substance satisfactory to the Agent;
(vi) maps or plats of an as-built survey of the sites of the Mortgaged Properties Wheaton Property certified to the Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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 necessary to use 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; and (F) if the site is described as being on a filed map, a legend relating the survey to said map;
(vii) zoning letters from appropriate authorities in form and substance acceptable to the Agent or other evidence satisfactory to the Agent that each of the New Real Properties, and the uses of the New Real Properties, are in compliance in all material respects with all applicable zoning laws, including the zoning designation made for each of the New Real Properties, the permitted uses of each such New Real Properties under such zoning designation and zoning requirements as to parking, lot size, ingress, egress and building setbacks; and
(ivviii) certification from a registered engineer Bankers Hazard Determination Services or Borrower's land surveyor in a form reasonably satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages New Real Properties are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties the New Real Properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;.
Appears in 1 contract
Real Property Collateral. The Agent On or before the Canadian Loan Funding Date, Lakeland Canada shall, and shall have receivedcause its Subsidiaries to, deliver to Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt Mortgages (each a "Lakeland Mortgage" and collectively the "Lakeland Mortgages") encumbering the fee or leasehold interest of the Credit Parties applicable Loan Party in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) Fee Property or Material Leasehold (each a "Lakeland Mortgaged Property" and collectively the "Mortgaged Properties"), including any landlord or other third party consents necessary to encumber such Material Leasehold (together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Propertya fully executed and notarized Mortgage);
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to the Lakeland Mortgaged Properties located in the United States only, an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in each parcel state in which a Lakeland Mortgaged Property is located with respect to the enforceability of real property encumbered by a the form of Lakeland Mortgage to be recorded in such state and otherwise such other matters as Agent may reasonably request, in form and substance reasonably satisfactory to the Agent;
(iii) maps or plats of an as-built survey of with respect to the sites of the Lakeland Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained located in the applicable title policy and be made in accordance United States only, a Title Policy with respect to such Lakeland Mortgaged Properties (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"Lakeland Mortgage Policies");
(iv) certification from a registered engineer or land surveyor in a form satisfactory with respect to the Agent Lakeland Mortgaged Properties located in the United States only, evidence, which may be in the form of a letter from an insurance broker or other evidence acceptable a municipal engineer, as to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any whether (a) such Lakeland Mortgaged Property (a "Lakeland Flood Hazard Property") is in an area designated by the Director of the Federal Emergency Management Agency as a "having special flood hazard" area or mud slide hazards and (b) the community in which such Lakeland Flood Hazard Property is located is participating in the National Flood Insurance Program;
(v) with respect to the Lakeland Mortgaged Properties located in the United States only, if there are any improvements on Lakeland Flood Hazard Properties, Lakeland Canada's written acknowledgement of receipt of written notification from Agent (a) as to the existence of each such properties are Lakeland Flood Hazard Property and (b) as to whether the community in which each such Lakeland Flood Hazard Property is located within is participating in the National Flood Insurance Program;
(vi) if requested by Agent, a "special flood hazard" areacurrent survey of each (or any) Lakeland Mortgaged Property, evidence certified to the applicable Loan Party, Agent and the applicable title insurer, prepared by a surveyor and in form and substance reasonably satisfactory to Agent; and
(vii) any instrument, document, consent or agreement pursuant to which Company and its Subsidiaries agree to the appointment by Agent of a flood insurance policy from a company and Canadian agent, if any, in an amount satisfactory connection with any Mortgages relating to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;Real Property Assets located in Canada.
Appears in 1 contract
Real Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each each, as the same may be amended, modified, restated or supplemented from time to time, a "MortgageMortgage Instrument" and collectively the "MortgagesMortgage Instruments") encumbering the fee interest of the Credit Parties any Loan Party in each real property asset owned by of the Real Properties designated, in consultation with the Administrative Agent, in Schedule 6.20(a) as a Credit Party set forth on Schedule 5.1(k) "Mortgaged Property" (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies issued by First American Title Insurance Company or another title insurance company approved by the Administrative Agent (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel Mortgaged Property, assuring the Administrative Agent that each of real property encumbered the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent;
(iii) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a Mortgage "Flood Hazard Property") and otherwise (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Loan Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders;
(iv) evidence reasonably satisfactory to the Administrative Agent that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation (if any) made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks);
(v) to the extent required by FIRREA, an appraisal of each Mortgaged Property satisfying the requirements of FIRREA; and
(vi) to the extent requested by the Administrative Agent, environmental reviews of each Mortgaged Property, which reports shall be in form and substance satisfactory to the Administrative Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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
(iv) certification from a registered engineer or land surveyor in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;.
Appears in 1 contract
Sources: Credit Agreement (Genesco Inc)
Real Property Collateral. The Agent shall have receivedSubject to Section 7.11:
(iD) fully Fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") Mortgages encumbering the fee interest of the Credit Parties any Loan Party in each of the real property asset owned by properties designated as a Credit Party set forth Mortgaged Property on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"6.17(a), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iiiE) maps or plats of an as-as built survey of the sites of the Mortgaged Properties real property covered by the Mortgages certified to the Administrative Agent and the Title Insurance Company title insurance company issuing the policies referred to in subclause (C) in a manner reasonably satisfactory to themeach of the Administrative Agent and such title insurance company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company such title insurance company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysurveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy policy;
(F) ALTA mortgagee title insurance policies issued by a title insurance company reasonably acceptable to the Administrative Agent with respect to each Mortgaged Property, assuring the Administrative Agent that each of the Mortgages creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be made in accordance with form and substance reasonably satisfactory to the Minimum Standard Detail Requirements for Land Title Surveys jointly established Administrative Agent and adopted shall include such endorsements as are reasonably requested by the American Land Title Association and the American Congress on Surveying and Mapping in 1992Administrative Agent; and
(ivG) certification from a registered engineer or land surveyor evidence as to (A) whether any Mortgaged Property is in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any an area designated by the Director of the Federal Emergency Management Agency as a "having special flood hazard" area or mud slide hazards (a “Flood Hazard Property”) and (B) if any improvements on Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such properties are Mortgaged Property is located within is participating in the National Flood Insurance Program, (2) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a "special flood hazard" area, evidence Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of a insurance policies or certificates of insurance and declarations pages of the Company and its Subsidiaries evidencing flood insurance policy from a company and in an amount satisfactory to the Administrative Agent for the applicable portion of the premises, and naming the Agent, for the benefit Administrative Agent as sole loss payee on behalf of the Lenders, as mortgagee;.
Appears in 1 contract
Real Property Collateral. The Subject to Section 5.12(c), for any Subject Property, within ninety (90) days after the Closing Date, (or such longer period of time as agreed to by the Administrative Agent in its sole discretion), the Administrative Agent shall have received:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Administrative Agent:
(A) fully executed and notarized Mortgage Instruments encumbering the Mortgaged Properties as to properties owned by the Credit Parties;
(iiiB) evidence as to (1) whether any Mortgaged Property is a Flood Hazard Property and (2) if any Mortgaged Property is a Flood Hazard Property, (x) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Restricted Subsidiaries evidencing flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and otherwise reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as a lenders’ loss payee on behalf of the Lenders;
(C) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified Properties; it being agreed that the surveys in existence on the Closing Date and provided to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory pursuant to the Agent and terms of this clause (C) (along with a certificate of a Responsible Officer of the Title Insurance Company by an independent professional licensed land surveyor satisfactory Borrower reasonably acceptable to the Administrative Agent) are satisfactory;
(D) an environmental questionnaire executed by a Responsible Officer of the Borrower with respect to all owned Mortgaged Properties, along with third-party environmental reviews of all owned Mortgaged Properties, including but not limited to Phase I environmental assessments; it being agreed that the Phase I environmental assessments in existence on the Closing Date and provided to the Administrative Agent and pursuant to the Title Insurance Company, which maps or plats and terms of this clause (D) are satisfactory;
(E) to the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted extent requested by the American Land Title Association and Administrative Agent, opinions of counsel to the American Congress on Surveying and Mapping Credit Parties for each jurisdiction in 1992which the Mortgaged Properties are located;
(F) to the extent available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties are located; and
(ivG) certification from a registered engineer copies of insurance policies or land surveyor certificates and endorsements of insurance evidencing liability, casualty, property and business interruption insurance meeting the requirements set forth herein or in a form satisfactory the Security Documents and satisfying the conditions of Section 4.1(f) herein. Notwithstanding anything contained in this Agreement to the Agent or other evidence acceptable contrary, no Mortgage Instrument shall be executed and delivered with respect to the Agent that none of the improvements on the any real property encumbered by until the Mortgages are located within any area designated by date that is the Director earlier of (x) twenty (20) Business Days after the Federal Emergency Management Agency as Designated Lender has received a "special life of loan flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, zone determination and evidence of a flood insurance policy required by Section 5.5(b) hereof or (y) the date the Administrative Agent receives confirmation from a company the Designated Lender that the Designated Lender’s flood insurance due diligence and in an amount satisfactory flood insurance compliance has been completed to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;its satisfaction.
Appears in 1 contract
Real Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") Real Estate Mortgage Instruments encumbering the fee interest of the Credit Parties Real Estate Mortgaged Properties listed in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"3.17(d), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee a title insurance policies report in respect of each of the Real Estate Mortgaged Properties;
(the "Mortgage Policies"iii) issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel Real Estate Mortgaged Property listed in Schedule 3.17(d), a Real Estate Mortgage Policy assuring the Administrative Agent that the Real Estate Mortgage Instrument with respect to such Real Estate Mortgaged Property creates a valid and enforceable first priority mortgage lien on such Real Estate Mortgaged Property, free and clear of real property encumbered by a all defects and encumbrances except Permitted Liens, which Real Estate Mortgage and otherwise Policy shall be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;
(iiiiv) evidence as to (A) whether any Real Estate Mortgaged Property listed in Schedule 3.17(d) is a Flood Hazard Property and (B) if any Real Estate Mortgaged Property is a Flood Hazard Property, (x) whether the community in which such Real Estate Mortgaged Property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (I) as to the fact that such Real Estate Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(v) maps or plats of an as-built survey of the sites of the Real Estate Mortgaged Properties listed in Schedule 3.17(d) certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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 19922005, 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 necessary to use 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; and (F) if the site is described as being on a filed map, a legend relating the survey to said map;
(vi) satisfactory third-party environmental reviews of all owned Real Estate Mortgaged Properties listed in Schedule 3.17(d), including but not limited to Phase I environmental assessments, together with reliance letters in favor of the Lenders;
(vii) to the extent requested by the Administrative Agent, opinions of counsel to the Credit Parties for each jurisdiction in which the Real Estate Mortgaged Properties are located;
(viii) to the extent available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Real Estate Mortgaged Properties listed in Schedule 3.17(d) are located; and
(ivix) certification from a registered engineer or land surveyor an appraisal of each owned Real Estate Mortgaged Property, in a form and substance reasonably satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Administrative Agent, for the benefit of the Lenders, as mortgagee;.
Appears in 1 contract
Real Property Collateral. The Administrative Agent shall have ------------------------ received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) fully executed and notarized mortgages, mortgages or deeds of trust (each, as the same may be amended, modified, restated or deeds supplemented from time to secure debt (each time, a "MortgageMortgage Instrument" and collectively the ------------------- "MortgagesMortgage Instruments") encumbering the fee interest and/or leasehold -------------------- interest of the Credit Parties Triad or any Guarantor in each real property asset owned by a Credit Party set forth on designated in Schedule 5.1(k7.21(a) (each a "Mortgaged Property" and ---------------- ------------------ collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;; --------------------
(ii) a title report obtained by Triad and the Guarantors in respect of each of the Mortgaged Properties;
(iii) ALTA or other appropriate form mortgagee title insurance policies (or similar form policies approved by the Administrative Agent) issued by Chicago Title Insurance Company (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to amounts not less than ----------------- the Agent respective amounts designated in Schedule 7.20(a) with respect to ---------------- any particular Mortgaged Property, assuring the Administrative Agent that each parcel of real property encumbered by the Mortgage Instruments creates a valid first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage and otherwise Policies shall be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;
(iiiiv) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date evidence reasonably satisfactory to the Administrative Agent and the Title Insurance Company by as to (A) whether any Mortgaged Property is in an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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
(iv) certification from a registered engineer or land surveyor in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as having special flood or mud slide hazards (a "special flood hazard" area or Flood Hazard Property") and (B) --------------------- if any improvements on Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such properties are Mortgaged Property is located within is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a "special flood hazard" area, evidence Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of a insurance policies or certificates of insurance of the members of the Consolidated Group evidencing flood insurance policy from a company and in an amount satisfactory to the Administrative Agent for the applicable portion of the premises, and naming the Agent, for the benefit Administrative Agent as sole loss payee on behalf of the Lenders, as mortgagee;; and
Appears in 1 contract
Real Property Collateral. The Receipt by the Administrative Agent shall have received:of the following items with respect to that certain fee owned real property of the Company located in West Point, Georgia and La Grange, Georgia (other than such fee owned portion which has been designated as a nature preserve by the Company or its Subsidiaries prior to the date hereof), as the same is more particularly described in the Mortgage with respect thereto delivered to the Administrative Agent on the Closing Date (the “Mortgaged Property”):
(i) a fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") Mortgage encumbering the fee interest of the Credit Parties such Loan Party in each such real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Propertyproperty;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iii) existing maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysuch real property, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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 19922011 with items 2, 3, 4, 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 16,17, 18 and 19 on Table A thereof completed;
(iii) ALTA mortgagee title insurance policies issued by a title insurance company reasonably acceptable to the Administrative Agent with respect to such real property, assuring the Administrative Agent that the Mortgage covering such real property creates a valid and enforceable first priority mortgage lien on such real property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent; and
(iv) certification from a registered engineer or land surveyor in a form satisfactory evidence as to the Agent or other evidence acceptable to the Agent that none of the improvements on the (i) whether such real property encumbered by the Mortgages are located within any is in an area designated by the Director of the Federal Emergency Management Agency as a "having special flood hazard" area or mud slide hazards (a “Flood Hazard Property”) in the form of one or more “life of loan” flood determination certificates and (ii) if any improvements on such properties are real property is a Flood Hazard Property, (A) whether the community in which such real property is located within is participating in the National Flood Insurance Program, (B) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (1) as to the fact that such real property is a "special flood hazard" area, evidence Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of a insurance policies or certificates of insurance of the Company and its Subsidiaries evidencing flood insurance policy from a company and in an amount reasonably satisfactory to the Administrative Agent for the applicable portion of the premises, and naming the Agent, for the benefit Administrative Agent and its successors and/or assigns as sole loss payee on behalf of the Lenders, as mortgagee;.
Appears in 1 contract
Real Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt, or appropriate amendments to any existing mortgages, deeds of trust or deeds to secure debt as the Administrative Agent may deem necessary, (each each, as the same may be amended, modified, restated or supplemented from time to time, a "Mortgage" “Mortgage Instrument” and collectively the "Mortgages"“Mortgage Instruments”) encumbering the fee interest of in the properties listed in Schedule 3.19(a) as properties owned by the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "“Mortgaged Property" ” and collectively the "“Mortgaged Properties"”), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties;
(iii) with respect to each Mortgaged Property, current form ALTA mortgagee title insurance policies issued by Lawyers Title Insurance Corporation or other appropriate form endorsements to any such existing mortgagee title insurance policies (the "“Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"”), in an amount satisfactory to amounts not less than the Agent respective amounts designated in Schedule 3.19(a) with respect to any particular Mortgaged Property, assuring the Administrative Agent that each parcel of real property encumbered by the Mortgage Instruments creates a Mortgage valid and otherwise enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;
(iiiiv) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Borrower and its Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and
(v) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Lawyers Title Insurance Company Corporation in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Lawyers Title Insurance Company Corporation by an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and the Lawyers Title Insurance CompanyCorporation, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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; and
(ivB) certification the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a registered engineer physical inspection of the sites or land surveyor in a form satisfactory otherwise known to the Agent or other evidence acceptable to surveyor; (E) any encroachments on any adjoining property by the Agent that none of the building structures and improvements on the real property encumbered by sites; and (F) if the Mortgages are located within any area designated by site is described as being on a filed map, a legend relating the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory survey to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;said map.
Appears in 1 contract
Real Property Collateral. The Agent shall have received:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k5.1(l) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers reasonably satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage Mortgaged Property and otherwise in form and substance satisfactory to the Agent;
(iii) to the extent not previously delivered to the Agent, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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
(iv) to the extent not previously delivered to the Agent, certification from a registered engineer or land surveyor in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;.
Appears in 1 contract
Real Property Collateral. The With respect to any real property owned by a Grantor that constitutes Collateral on the Issue Date, within 150 days after the Issue Date (or as soon as practical thereafter using commercially reasonable efforts), and with respect to any real property owned or acquired by a Grantor that constitutes Collateral after the Issue Date, within 150 days after the date of such real property first constituting Collateral or being acquired (or as soon as practical thereafter using commercially reasonable efforts), the Notes Collateral Agent shall have received:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively received the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate following with respect to each such Mortgaged Propertyreal property:
(a) a mortgage or deed of trust duly executed and acknowledged by the holder of such real property, in favor of the Notes Collateral Agent for its benefit and the benefit of the Trustee and the holders of the Notes, in proper form for recording in the land records in the jurisdiction in which such property is located, and sufficient to create a valid and enforceable mortgage lien on such property in favor of the Notes Collateral Agent for its benefit and the benefit of the Trustee and the holders of the Notes;
(iib) ALTA a title policy (or other appropriate policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced by a final title policy in the form mortgagee of a pro forma policy or marked up commitment, which policy shall (i) be in the same amount as the title insurance policies issued under the First Lien Credit Agreement, (ii) insure that the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel mortgage or deed of real property encumbered by trust created thereby creates a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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
(iv) certification from a registered engineer or land surveyor in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements valid lien on the real property encumbered by thereby free and clear of all defects and encumbrances, except Permitted Liens; (iii) name the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Notes Collateral Agent for the applicable portion of the premises, naming the Agent, for the benefit of the LendersTrustee and the holders of the Notes; (iv) be in the form of an ALTA Loan Policy, and (v) contain such endorsements, coinsurance, reinsurance, and affirmative coverage as mortgageeprovided in the title insurance policies issued under the First Lien Credit Agreement (“Title Policy”);
(c) an American Land Title Association survey (or survey update) or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such real property and issue the survey related endorsements; and
(d) legal opinions of local counsel in the states where the real properties are located relating to the mortgages or deeds of trust, which opinions shall be in form and substance substantially similar to those provided under the First Lien Credit Agreement.
Appears in 1 contract
Sources: Indenture (Hertz Corp)
Real Property Collateral. The Agent shall have receivedReceipt by Lender of the following:
(i) fully a. Fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each each, as the same may be amended, modified, restated or supplemented from time to time, a "Mortgage" and collectively the "MortgagesMortgage Instruments") encumbering the fee interest of the Credit Parties Borrowers in each real property asset owned by a Credit Party set forth on designated in Schedule 5.1(k) 6.19 (each a "Mortgaged Property" and collectively the "Mortgaged Properties"). 162
b. A title report obtained by Borrower in respect of each of the Mortgaged Properties.
c. Lender shall have received, together with such UCC-1 financing statements as and the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance company issuing the title policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company")) shall have received, in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties real property covered by the Mortgage Instruments certified to the Agent Lender and the Title Insurance Company in a manner reasonably satisfactory to themeach of Lender and the Title Insurance Company, dated a date reasonably satisfactory to the Agent Lender and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysurveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with standards that enable the Minimum Standard Detail Requirements Title Insurance Company to issue the title policies without exception for Land "Survey matters", except for matters as are reasonably acceptable to Lender.
d. ALTA mortgagee title insurance policies issued by Chicago Title Surveys jointly established Insurance Company (the "Mortgage Policies"), in amounts not less than the respective amounts designated in Schedule 6.19 with respect to any particular Mortgaged Property, assuring Lender that each of the Mortgage Instruments creates a valid and adopted by enforceable first priority mortgage lien on the American Land Title Association applicable Mortgaged Property, free and the American Congress on Surveying clear of all defects and Mapping encumbrances except Permitted Liens, which Mortgage Policies shall be in 1992; and
(iv) certification from a registered engineer or land surveyor in a form and substance reasonably satisfactory to the Agent or other evidence acceptable to the Agent that none Lender and shall provide for affirmative insurance and such reinsurance as Lender may reasonably request, all of the improvements on foregoing in form and substance reasonably satisfactory to Lender.
e. Evidence, which may be in the real property encumbered by the Mortgages are located within form of a letter from an insurance broker or a municipal engineer, as to whether (i) any Mortgaged Property (a "Flood Hazard Property") is in an area designated by the Director of the Federal Emergency Management Agency as a "having special flood hazard" area or if mud slide hazards and (ii) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program.
f. If there are any improvements Flood Hazard Properties, Borrower's written acknowledgment of receipt of written notification from Lender (i) as to the existence of each such Flood Hazard Property and (ii) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program.
g. Evidence satisfactory to Lender that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable laws, regulations and ordinances including without limitation health and environmental protection laws, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as to zoning should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Property under such zoning designation and zoning requirements as to parking, lot size, ingress, egress and building setbacks) and laws regarding access and facilities for disabled persons.
h. Duly executed UCC fixture financing statements for each Mortgaged Property to be filed in the appropriate jurisdiction as is necessary, in Lender's sole discretion, to perfect Lender's lien on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company Mortgaged Property.
i. Real estate appraisals for each Mortgaged Property satisfactory in form and in an amount satisfactory substance to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;.
Appears in 1 contract
Sources: Credit Agreement (Fresh Foods Inc)
Real Property Collateral. The Agent Upon request from Lender, Borrower shall have receivedprovide Lender with:
(ia) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies for the Real Property Collateral issued by a title insurance company reasonably satisfactory to Lender (each a “Mortgage Policy” and, collectively, the "“Mortgage Policies"”) issued by title insurers in amounts satisfactory to Lender assuring Lender that the Agent (Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, the "Title Insurance Company"), in an amount legal description and endorsements with respect thereto shall be reasonably satisfactory to Lender, and the Agent with respect Mortgage Policies otherwise shall be in form and substance reasonably satisfactory to each parcel Lender;
(b) an opinion of real property encumbered by a Mortgage and otherwise counsel to Borrower, in form and substance satisfactory to Lender indicating, among other things, that the Agentmortgage Lien on such Real Property Collateral constitutes a valid and enforceable mortgage Lien on such Real Property Collateral;
(iiic) maps or plats of an as-built survey updated survey, in form and substance satisfactory to Lender and certified to Lender and its insurers by such surveyor to be correct and accurate and containing (i) legal and metes and bounds descriptions of the sites Real Property Collateral, certified by such surveyor, containing only such encroachments, exceptions and state of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they facts as are based shall be sufficient to delete any standard printed survey exception contained set forth in the applicable title policy and 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 1992Mortgage Policy acceptable to Lender; and
(ivd) certification from a registered engineer such other agreements, instruments or land surveyor other documents and information as Lender may request in a form satisfactory order to perfect and protect its Lien on the Real Property Collateral; provided, that Lender agrees that it will only record the Mortgage and request the items set forth in clauses (a) through (d) above if (i) an Event of Default has occurred and is continuing, (ii) the total amount of outstanding Advances and Letters of Credit is equal to or exceeds $7,500,000, or (iii) the Projections delivered pursuant to Section 6.3(c) show that at any time during the Fiscal Year covered by such Projections the outstanding Advances and Letters of Credit will equal or exceed $7,500,000. Lender hereby is expressly authorized by Borrower to (i) charge any and all amounts payable, and all expenses incurred, in connection with recording the Mortgage, obtaining the Mortgage Policy, and all related matters (including, without limitation, any and all mortgage recording tax, intangible tax and documentary stamp tax and all title insurance premiums) to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency Loan Account, and (ii) designate such amounts as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;Advance.
Appears in 1 contract
Sources: Loan and Security Agreement (Lazy Days R.V. Center, Inc.)
Real Property Collateral. The Collateral Agent shall have received:received (in form and substance satisfactory to the Collateral Agent):
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "MortgageMORTGAGE" and collectively and, collectively, the "MortgagesMORTGAGES") encumbering the fee interest of the Credit Loan Parties in each real property asset owned by a Credit Loan Party set forth on Schedule 5.1(kSCHEDULE 4.01(I) (each a "Mortgaged PropertyMORTGAGED PROPERTY" and collectively and, collectively, the "Mortgaged PropertiesMORTGAGED PROPERTIES"), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage PoliciesMORTGAGE POLICIES") issued by a title insurers insurance company satisfactory to the Collateral Agent (the "Title Insurance CompanyTITLE INSURANCE COMPANY"), in an amount reasonably satisfactory to the Collateral Agent with respect to each parcel Mortgaged Property, which amount shall not exceed the fair market value for each such Mortgaged Property, assuring the Collateral Agent that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, free and clear of real property encumbered by a all defects and encumbrances except Permitted Encumbrances, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Collateral Agent and otherwise for any other matters that the Collateral Agent may reasonably request, and providing affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Collateral Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Collateral Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy Mortgage Policy and 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 19921999, 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; and(B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use 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; and (F) if the site is described as being on a filed map, a legend relating the survey to said map;
(iv) if requested by the Collateral Agent, copies of all recorded documents listed as exceptions to title or otherwise referred to in the mortgaged properties;
(v) certification from a registered engineer or land surveyor in a form reasonably satisfactory to the Collateral Agent or other evidence acceptable to the Collateral Agent that none of the improvements on the real property encumbered by the Mortgages Mortgaged Properties are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties the Mortgaged Properties are located within a "special flood hazard" area, evidence of a flood insurance policy (if such insurance is required by applicable Law) from a company and in an amount satisfactory to the Collateral Agent for the applicable portion of the premises, naming the Collateral Agent, for the benefit of the Lenders, as mortgagee;; and
(vi) evidence reasonably satisfactory to the Collateral Agent that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws.
Appears in 1 contract
Real Property Collateral. The Receipt by Agent shall have receivedof the following:
(i) fully Fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") Mortgages encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;.
(ii) ALTA or other appropriate form mortgagee The Agent shall have received, and the title insurance policies company issuing the Mortgagee Policies (the "Mortgage PoliciesTITLE INSURANCE COMPANY") issued by title insurers satisfactory to the Agent (the "Title Insurance Company")shall have received, in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties real property covered by the Mortgages certified to the Agent and the Title Insurance Company in a manner reasonably satisfactory to themeach of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysurveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with standards that enable the Minimum Standard Detail Requirements Title Insurance Company to issue the 67 Mortgagee Policies without exception for Land Title Surveys jointly established "Survey matters", except for matters as are reasonably acceptable to the Agent.
(iii) Mortgagee Policies, in amounts not less than the respective amounts designated in SCHEDULE 6.19 with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgages creates a valid and adopted by enforceable first priority mortgage lien on the American Land Title Association applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgagee Policies shall be in form and substance reasonably satisfactory to the American Congress on Surveying Agent and Mapping shall provide for affirmative insurance and such reinsurance as the Agent may reasonably request, all of the foregoing in 1992; andform and substance reasonably satisfactory to the Agent.
(iv) certification Evidence, which may be in the form of a letter from an insurance broker or a registered engineer or land surveyor municipal engineer, as to whether (i) any Mortgaged Property is a Flood Hazard Property and (ii) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program.
(v) If there are any Flood Hazard Properties, the Borrower's written acknowledgment of receipt of written notification from the Agent (i) as to the existence of each such Flood Hazard Property and (ii) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program.
(vi) Either (A) receipt by the Agent of a zoning endorsement in form and substance reasonably satisfactory to the Agent or other (B) evidence acceptable satisfactory to the Agent that none each of the improvements on Mortgaged Properties, and the real property encumbered by the Mortgages are located within any area designated by the Director uses of the Federal Emergency Management Agency Mortgaged Properties, are in compliance in all material respects with all applicable laws, regulations and ordinances including without limitation health and environmental protection laws, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as to zoning may be in the form of a "special flood hazardzoning letter" area from the municipality or if any improvements other applicable jurisdiction in which the applicable property is located and should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Property under such zoning designation and zoning requirements as to parking, lot size, ingress, egress and building setbacks) and laws regarding access and facilities for disabled persons.
(vii) UCC fixture financing statements for each Mortgaged Property to be filed in the appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Agent's lien on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;Mortgaged Property.
Appears in 1 contract
Real Property Collateral. The Receipt by the applicable Collateral Agent shall have receivedof the following:
(i) fully executed and and, to the extent required, notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") Mortgages encumbering the fee interest and/or leasehold interest of the Credit Parties in each real property asset owned by a Credit any Loan Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties")and, together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to certain properties, encumbering the title interest of any nominee of the Canadian Borrower) in each such of the real properties designated as a Mortgaged PropertyProperty on Schedule 6.20;
(ii) ALTA in the case of each real property leasehold interest of any Loan Party constituting Mortgaged Property, evidence that the applicable lease, a memorandum of lease with respect thereto, notice of lease or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel evidence of real property encumbered by a Mortgage and otherwise such lease in form and substance reasonably satisfactory to the applicable Collateral Agent, has been or will be recorded or registered in all places to the extent necessary or desirable, in the reasonable judgment of the applicable Collateral Agent, so as to enable the Mortgage encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the applicable Collateral Agent (or such other Person as may be required or desired under local law) for the benefit of applicable Lenders;
(iii) any existing maps or plats of an as-built survey of the sites of the any Mortgaged Properties certified Property in a form and substance satisfactory to the applicable Collateral Agent and the Title Insurance Company title insurance company referred to in Section 5.01(g)(iv);
(iv) ALTA mortgagee title insurance policies (or the Canadian equivalent) issued by a manner satisfactory title insurance company reasonably acceptable to themthe applicable Collateral Agent with respect to each Mortgaged Property, dated assuring the applicable Collateral Agent that each of the Mortgages creates a date valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be in form and substance reasonably satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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 1992Collateral Agent; and
(ivv) certification from a registered engineer or land surveyor evidence as to (A) whether any Mortgaged Property located in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any United States is in an area designated by the Director of the Federal Emergency Management Agency as a "having special flood hazard" area or mud slide hazards (a “Flood Hazard Property”) and (B) if any improvements on Mortgaged Property located in the United States is a Flood Hazard Property, (1) whether the community in which such properties are Mortgaged Property is located within is participating in the National Flood Insurance Program, (2) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Domestic Collateral Agent, (a) as to the fact that such Mortgaged Property is a "special flood hazard" area, evidence Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of a insurance policies or certificates of insurance of GGC and its Subsidiaries evidencing flood insurance policy from a company and in an amount satisfactory to the applicable Collateral Agent for and naming the applicable portion Collateral Agent, as sole Lender’s loss payee on behalf of the premises, naming the Agent, for the benefit of the applicable Lenders, as mortgagee;.
Appears in 1 contract
Real Property Collateral. The In order to continue in favor of Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have receivedreceived from Borrower and each applicable Guarantor:
(i) fully executed and notarized mortgagesMortgages or amendments or modifications to the existing Mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on case in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 5.1(k3.1(g) (each each, a "“Mortgaged Property" and collectively the "Mortgaged Properties"”), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Propertyall related title documents (if any);
(ii) ALTA or other appropriate form mortgagee title insurance policies an opinion of counsel (the "Mortgage Policies") issued by title insurers which counsel shall be reasonably satisfactory to the Agent (the "Title Insurance Company"), Collateral Agent) in an amount satisfactory to the Agent each state or jurisdiction in which a Mortgaged Property is located with respect to the enforceability of the Mortgages or the existing Mortgages as amended through the Second Amendment Effective Date, as applicable, to be recorded in such state or jurisdiction and such other matters as Collateral Agent may reasonably request, in each parcel of real property encumbered by a Mortgage and otherwise case in form and substance reasonably satisfactory to the Collateral Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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[Reserved];
(iv) certification from a registered engineer (A) (x) with respect to the Mortgages entered into on the Second Amendment Effective Date, ALTA mortgagee title insurance policies with all endorsements requested by Collateral Agent or land surveyor in a form unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each Mortgaged Property located in the United States encumbered by such Mortgages (each, a “Title Policy”), in amounts not less than the fair market value of each Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Second Amendment Effective Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent or other evidence acceptable (y) with respect to each amendment or modification of an existing Mortgage, datedown endorsement to the existing mortgage title insurance policies (each, a “Mortgage Policy,” collectively, the “Mortgage Policies”) relating to each Mortgaged Property encumbered by such existing Mortgage (as amended on the Second Amendment Effective Date) assuring the Collateral Agent that none such Mortgage, as amended on the Second Amendment Effective Date is a valid and enforceable first priority lien on such Mortgaged Property in favor of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Collateral Agent for the applicable portion of the premises, naming the Agent, for the benefit of the LendersSecured Parties free and clear of all defects, encumbrances and liens except for Permitted Encumbrances (as defined in each Mortgage), and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent, and (B) evidence satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(A) a completed Flood Certificate with respect to each Mortgaged Property located in the United States, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and
(vi) ALTA surveys of all Mortgaged Properties located in the United States which are not Leasehold Properties, certified to Collateral Agent provided that, if the applicable Borrower is able to obtain a “no change” affidavit acceptable to the title company and does deliver such certificate to the title company to enable it to issue a title policy (1) removing all exceptions which would otherwise have been raised by the title company as a result of the absence of a new survey for such real property and (2) including all endorsements that would otherwise have been included had a new survey been obtained, then a new survey shall not be required.
(vii) Notwithstanding anything contained in this Section 3.1(g), the Collateral Agent and the Borrower agree to exclude Real Estate Assets from the Collateral and the Borrower shall not be required to deliver any Mortgages, opinions of counsel, Title Polices and surveys, if, in each case, as mortgagee;reasonably determined by the Collateral Agent in writing, the cost of obtaining or perfecting a security interest is excessive in relation to the benefit afforded to the Lenders thereby.
Appears in 1 contract
Real Property Collateral. The Agent shall have received:
Upon (i) fully executed and notarized mortgagesthe acquisition or lease by any Group Member of any Material Real Property, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA the formation or other appropriate form mortgagee title insurance policies (acquisition of, or the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company")redesignation of an Unrestricted Subsidiary as, in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage Restricted Subsidiary and otherwise in form and substance satisfactory to the Agent;
a Group Member, which Group Member owns or leases one or more Material Real Properties or (iii) maps any Excluded Subsidiary ceasing to be an Excluded Subsidiary, which Subsidiary is a Group Member that owns or plats of an as-built survey leases one or more Material Real Properties, on or before the date that is sixty (60) days after the date on which the relevant event occurs (or such longer period as the Controlling Parties may reasonably agree), the Issuer shall cause such Group Member shall take all such actions and execute and deliver, or cause to be executed and delivered, all such applicable Mortgages covering, among other things, such interest in real property (provided, that, to the extent any property to be subject to a Mortgage is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar tax, if such tax will be owed on the entire amount of the sites indebtedness evidenced hereby, to the extent permitted by applicable law, the amount secured by the Mortgage shall be limited to the fair market value of the Mortgaged Properties certified Material Real Property at the time the Mortgage is entered into if such limitation results in such tax being calculated based upon such fair market value), customary Mortgage Policies and endorsements thereto and to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained extent available in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted jurisdiction at reasonable cost as determined by the American Land Title Association Issuer based on readily available information, appraisals (solely to the extent required under FIRREA), Phase I environmental assessments (to the extent in possession of the Issuer), new surveys or existing surveys with no change affidavits, in each case sufficient for the title insurer to remove the standard survey exception and issue full survey coverage and the American Congress on Surveying and Mapping in 1992; and
(iv) certification from a registered engineer or land surveyor in a form satisfactory to the Agent or other evidence acceptable to the Agent that none endorsements referenced above, “Life-of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Loan” Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, Standard Flood Hazard Determinations under Regulation H of the Federal Reserve Board (together with evidence of flood insurance for any Material Real Property that constitutes a Flood Hazard Property located in a flood insurance policy from a company hazard area to the extent required by the Flood Insurance Laws, and in an amount satisfactory to accordance with Section 5.06(a) hereof), customary legal opinions, certificates and documentation that the Agent for Trustee (acting at the applicable portion direction of the premises, naming Controlling Parties) may reasonably request to create in favor of the Collateral Agent, for the benefit of the LendersSecured Parties, as mortgagee;a valid and perfected lien and security interest in such Material Real Property, with each of the foregoing documents in form reasonably satisfactory to the Collateral Agent.
Appears in 1 contract
Sources: Securities Purchase Agreement (KLX Energy Services Holdings, Inc.)
Real Property Collateral. The Within ninety (90) days after the Issue Date (or as soon as practical thereafter using commercially reasonable efforts), the Collateral Agent shall have received, in form and substance substantially similar to those delivered to the First Lien Agent in connection with the creation of a first priority (but only to the extent so delivered), perfected Lien on such Real Property in accordance with the Credit Agreement:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") Mortgage Instrument encumbering the fee interest of the Credit Parties in each real property asset Mortgaged Properties as to properties owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged PropertyPledgors;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified Properties; it being agreed that the surveys in existence on the Issue Date and provided to the Collateral Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory pursuant to the Agent terms of this clause (ii) (along with a certificate of an officer of the Issuer in form and the Title Insurance Company by an independent professional licensed land surveyor satisfactory substance substantially similar to that delivered to the First Lien Agent and in connection with the Title Insurance Companycreation of a first priority, which maps or plats and the surveys perfected Lien on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made such Real Property in accordance with the Minimum Standard Detail Requirements Credit Agreement) are satisfactory so long as substantially similar to the surveys delivered to the First Lien Agent under the Credit Agreement;
(iii) an environmental questionnaire executed by an officer of the Issuer with respect to all owned Mortgaged Properties, along with third-party environmental reviews of all owned Mortgaged Properties, including but not limited to Phase I environmental assessments; it being agreed that the Phase I environmental assessments in existence on the Issue Date and provided to the First Lien Agent pursuant to the terms of this clause (iii) are satisfactory;
(iv) to the extent delivered to the First Lien Agent in connection with the creation of a first priority, perfected Lien on such Mortgaged Properties in accordance with the Credit Agreement, opinions of counsel to the Pledgors for Land Title Surveys jointly established each jurisdiction in which the Mortgaged Properties are located in form and adopted by substance substantially similar to those delivered to the American Land Title Association and the American Congress on Surveying and Mapping in 1992First Lien Agent; and
(ivv) certification from a registered engineer or land surveyor in a form satisfactory to the Agent extent available, zoning letters from each municipality or other evidence acceptable governmental authority for each jurisdiction in which the Mortgaged Properties are located. Neither the Collateral Agent nor the Trustee undertakes any responsibility whatsoever to determine whether any of the foregoing covenants in this Section 4.10 have been satisfied, and neither shall have any liability whatsoever arising out of the failure of the Issuer or any of the Pledgors to satisfy such post-closing requirements, other than to take receipt of the Officers' Certificate described in the next sentence. Within 210 days of the date hereof, the Issuer shall deliver to the Collateral Agent and the Trustee an Officers' Certificate (upon which the Trustee and Collateral Agent shall be fully protected in relying), certifying that none of (i) the improvements on the real property encumbered by the Mortgages deliverables indicated above in this Section 4.10 are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company substantially similar in form and in an amount satisfactory substance to those delivered to the First Lien Agent for (other than the applicable portion of subordination provisions contained therein) and (ii) the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;post-closing covenants set forth in Section 4.10 have been satisfied.
Appears in 1 contract
Sources: Second Lien Security Agreement (Carrols Restaurant Group, Inc.)
Real Property Collateral. The On or before April 30, 2000, or such later date as the Agent shall have received:
may reasonably determine, the Borrower and each other Material Subsidiary shall, with respect to the real property assets identified on Schedule A hereto and deemed to be ---------- material by the Agent or the Required Banks in its or their sole reasonable discretion, deliver to the Agent the following: (ia) fully executed and notarized mortgages, deeds of trust or deeds to secure debt Mortgages; (each a "Mortgage" and collectively b) title reports obtained by the "Mortgages") encumbering the fee interest Borrower in respect of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory subject to the Agent Mortgages; (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iiic) maps or plats of an as-built survey of the sites of the Mortgaged Properties real property covered by the Mortgages certified to the Agent and the title insurance company issuing the policy referred to in clause (d) below (the "Title Insurance Company --------------- Company") in a manner reasonably satisfactory to themeach of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysurveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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: (i) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; and
(ii) the lines of streets abutting the sites and width thereof; (iii) all access and other easements appurtenant to the sites necessary to use the sites; (iv) certification all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a registered engineer physical inspection of the sites or land surveyor otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said map; (d) an ALTA mortgagee title insurance policy issued by the Title Insurance Company, in an amount satisfactory to the Agent, assuring the Agent that the each Mortgage creates a valid and enforceable first priority mortgage lien on the real property subject to the Mortgage, free and clear of all defects and encumbrances except Liens permitted by Section 5.9, which mortgage policy shall be in form and substance reasonably satisfactory to the Agent or other evidence acceptable and shall provide for affirmative insurance and such reinsurance as the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Agent that none Agent; (e) evidence as to (i) whether any of the improvements on the real property encumbered by the Mortgages mortgaged properties are located within any in an area designated by the Director of the Federal Emergency Management Agency as having special flood or mud slide hazards (a "special flood hazard" area or Flood Hazard Property") and (ii) if any improvements on mortgaged --------------------- property is a Flood Hazard Property, (A) whether the community in which such properties are mortgaged property is located within is participating in the National Flood Insurance Program, (B) the Borrower's written acknowledgment of receipt of written notification from the Agent (1) as to the fact that such mortgaged property is a "special flood hazard" area, evidence Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of a insurance policies or certificates of insurance of the Borrower evidencing flood insurance policy from a company and in an amount satisfactory to the Agent and naming the Agent as sole loss payee; and (f) evidence reasonably satisfactory to the Agent that the mortgaged properties, and the uses of the mortgaged properties, are in compliance in all material respects, as relevant for purposes of this Agreement, with all applicable laws, regulations and ordinances including without limitation health and environmental protection laws, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as to zoning should include the zoning designation made for the applicable portion mortgaged properties, the permitted uses of the premisesmortgaged properties under such zoning designation and zoning requirements as to parking, naming lot size, ingress, egress and building setbacks) and applicable laws regarding access and facilities for disabled persons including, but not limited to, the AgentFederal Architectural Barriers Act, for the benefit Fair Housing Amendments Act of 1988, the Lenders, Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.
16. Addition of New Section 5.20. A new Section 5.21 is hereby added ------------------------------ as mortgagee;follows:
Appears in 1 contract
Sources: Term Loan Agreement (Policy Management Systems Corp)
Real Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Agents:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each each, as the same may be amended, modified, restated or supplemented from time to time, a "MortgageMortgage Instrument" and collectively the "MortgagesMortgage Instruments") encumbering the fee interest of in the properties listed in Schedule 3.19
(a) as properties owned by the Credit Parties in each and designated as a material property, other than real property asset properties owned by a Credit Party set forth on Schedule 5.1(k) the Acquired Company or its Subsidiaries (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate ) and a legal opinion with respect to each such Mortgaged Propertythe enforceability of the Mortgage Instruments in form and substance reasonably satisfactory to the Administrative Agent;
(ii) a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties attached as Schedule 4.2(fl(ii) (each a "Significant Mortgaged Property");
(iii) with respect to each Significant Mortgaged Property, an ALTA or other appropriate form substantially equivalent mortgagee title insurance policies policy issued by a title company acceptable to the Administrative Agent (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory amounts acceptable to the Administrative Agent with respect to any particular Significant Mortgaged Property, assuring the Administrative Agent that each parcel of real property encumbered by the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Significant Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage and otherwise Policies shall be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;
(iiiiv) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "Flood Hazard Property") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Borrower and its Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and
(v) existing maps or plats of an as-built survey of the sites of the Significant Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be (A) sufficient to delete any standard printed survey exception contained in the applicable title policy and 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
1992 or (ivB) certification from a registered engineer or land surveyor in a form otherwise satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Administrative Agent, for the benefit of the Lenders, as mortgagee;.
Appears in 1 contract
Sources: Credit Agreement (Dean Foods Co/)
Real Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Agents:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") Mortgage Instruments encumbering the fee interest of in the Credit Parties properties listed in each real property asset Schedule 4.1-2 as properties owned by a Credit Party set forth on the Borrowers and their respective Subsidiaries and, to the extent required by the Administrative Agent, the leasehold interest in the properties listed in Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "4.1-2 as Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee a title insurance policies report in respect of each of the Mortgaged Properties;
(the "iii) a Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent Policy with respect to each parcel of real property encumbered by the Mortgaged Properties listed in Schedule 4.1-2 ;
(iv) evidence as to (A) whether any Mortgaged Property is a Mortgage Flood Hazard Property and otherwise (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in form which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Borrower’s written acknowledgment of receipt of written notification from the Administrative Agent (y) as to the fact that such Mortgaged Property is a Flood Hazard Property and substance (z) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Borrowers and their respective Subsidiaries evidencing flood insurance reasonably satisfactory to the AgentAdministrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(iiiv) maps or plats of an as-built survey of (A) the sites of the owned Mortgaged Properties and (B) to the extent reasonably required by the Administrative Agent, the leased Mortgaged Properties, in each case certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor selected by the Parent Borrower and reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy Mortgage Policy and 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: (1) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (2) the lines of streets abutting the sites and width thereof; (3) all access and other easements appurtenant to the sites necessary to use the sites; (4) 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; (5) any encroachments on any adjoining property by the building structures and improvements on the sites; and (6) if the site is described as being on a filed map, a legend relating the survey to such map;
(vi) satisfactory environmental reviews of all owned Mortgaged Properties, including but not limited to Phase I environmental assessments, together with reliance letters in favor of the Lenders;
(vii) opinions of counsel to the Borrowers and their respective Subsidiaries for each jurisdiction in which the Mortgaged Properties are located;
(viii) to the extent readily available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties are located;
(ix) an appraisal of each owned Mortgaged Property, in form and substance satisfactory to the Administrative Agent; and
(ivx) certification from to the extent requested by the Administrative Agent, with respect to each leased Mortgaged Property, (i) a registered engineer or land surveyor in survey certified to the Administrative Agent by a form firm of surveyors reasonably satisfactory to the Administrative Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as and (ii) a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company landlord waiver in form and in an amount substance satisfactory to the Agent for the applicable portion of the premises, naming the Administrative Agent, for the benefit of the Lenders, as mortgagee;.
Appears in 1 contract
Real Property Collateral. The In order to continue in favor of Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have receivedreceived from Borrower and each applicable Guarantor:
(i) fully executed and notarized mortgagesMortgages or amendments or modifications to the existing Mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on case in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 5.1(k3.1(g) (each each, a "“Mortgaged Property" and collectively the "Mortgaged Properties"”), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Propertyall related title documents (if any);
(ii) ALTA or other appropriate form mortgagee title insurance policies an opinion of counsel (the "Mortgage Policies") issued by title insurers which counsel shall be reasonably satisfactory to the Agent (the "Title Insurance Company"), Collateral Agent) in an amount satisfactory to the Agent each state or jurisdiction in which a Mortgaged Property is located with respect to the enforceability of the Mortgages or the existing Mortgages as amended through the Second Amendment Effective Date, as applicable, to be recorded in such state or jurisdiction and such other matters as Collateral Agent may reasonably request, in each parcel of real property encumbered by a Mortgage and otherwise case in form and substance reasonably satisfactory to the Collateral Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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[Reserved];
(iv) certification from a registered engineer (A) (x) with respect to the Mortgages entered into on the Second Amendment Effective Date, ALTA mortgagee title insurance policies with all endorsements requested by Collateral Agent or land surveyor in a form unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each Mortgaged Property located in the United States encumbered by such Mortgages (each, a “Title Policy”), in amounts not less than the fair market value of each Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Second Amendment Effective Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent or other evidence acceptable (y) with respect to each amendment or modification of an existing Mortgage, datedown endorsement to the existing mortgage title insurance policies (each, a “Mortgage Policy,” collectively, the “Mortgage Policies”) relating to each Mortgaged Property encumbered by such existing Mortgage (as amended on the Second Amendment Effective Date) assuring the Collateral Agent that none such Mortgage, as amended on the Second Amendment Effective Date is a valid and enforceable first priority lien on such Mortgaged Property in favor of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Collateral Agent for the applicable portion of the premises, naming the Agent, for the benefit of the LendersSecured Parties free and clear of all defects, encumbrances and liens except for Permitted Encumbrances (as defined in each Mortgage), and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent, and (B) evidence satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;
(v) (A) a completed Flood Certificate with respect to each Mortgaged Property located in the United States, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and
(vi) ALTA surveys of all Mortgaged Properties located in the United States which are not Leasehold Properties, certified to Collateral Agent provided that, if the applicable Borrower is able to obtain a “no change” affidavit acceptable to the title company and does deliver such certificate to the title company to enable it to issue a title policy (1) removing all exceptions which would otherwise have been raised by the title company as a result of the absence of a new survey for such real property and (2) including all endorsements that would otherwise have been included had a new survey been obtained, then a new survey shall not be required.
(vii) Notwithstanding anything contained in this Section 3.1(g), the Collateral Agent and the Borrower agree to exclude Real Estate Assets from the Collateral and the Borrower shall not be required to deliver any Mortgages, opinions of counsel, Title Polices and surveys, if, in each case, as mortgagee;reasonably determined by the Collateral Agent in writing, the cost of obtaining or perfecting a security interest is excessive in relation to the benefit afforded to the Lenders thereby.
Appears in 1 contract
Real Property Collateral. The Collateral Agent shall have received:received (in form and substance satisfactory to the Collateral Agent):
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") Mortgages encumbering the fee interest of the Credit Loan Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA American Land Title Association or other appropriate form mortgagee title insurance policies (the "“Mortgage Policies"”) issued by a title insurers insurance company reasonably satisfactory to the Collateral Agent (the "“Title Insurance Company"”), in an amount satisfactory to the Collateral Agent with respect to each parcel Mortgaged Property, which amount shall not exceed the fair market value for each such Mortgaged Property, assuring the Collateral Agent that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, free and clear of real property encumbered by a all defects and encumbrances except Permitted Encumbrances, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Collateral Agent and otherwise for any other matters that the Collateral Agent may request, and providing affirmative insurance and such reinsurance as the Collateral Agent may request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Collateral Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Collateral Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy Mortgage Policy and 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; and(B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use 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; and (F) if the site is described as being on a filed map, a legend relating the survey to said map;
(iv) if requested by the Collateral Agent, copies of all recorded documents listed as exceptions to title or otherwise referred to in the mortgaged properties;
(v) certification from a registered engineer or land surveyor in a form reasonably satisfactory to the Collateral Agent or other evidence acceptable to the Collateral Agent that none of the improvements on the real property encumbered by the Mortgages Mortgaged Properties are located within any area designated by the Director of the Federal Emergency Management Agency as a "“special flood hazard" ” area or if any improvements on such properties the Mortgaged Properties are located within a "“special flood hazard" ” area, evidence of a flood insurance policy (if such insurance is required by applicable Law) from a company and in an amount satisfactory to the Collateral Agent for the applicable portion of the premises, naming the Collateral Agent, for the benefit of the Lenders, as mortgagee;; and
(vi) evidence reasonably satisfactory to the Collateral Agent that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws.
Appears in 1 contract
Sources: Credit Agreement (Fairchild Corp)
Real Property Collateral. The Administrative Agent shall have received:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the AgentAdministrative Agent and the Lenders:
(A) fully executed and notarized Mortgage Instruments encumbering the Mortgaged Properties listed in Schedule 3.19(d) as to properties owned by the Credit Parties;
(iiiB) maps or plats a title report in respect of an as-built survey of the sites each of the Mortgaged Properties;
(C) with respect to each Mortgaged Property listed in Schedule 3.19(d), a Mortgage Policy assuring the Administrative Agent that the Mortgage Instrument with respect to such Mortgaged Property creates a valid and enforceable first priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens;
(D) evidence satisfactory to Administrative Agent as to (A) whether any Mortgaged Property listed in Schedule 3.19(d) is a Flood Hazard Property and (B) if any Mortgaged Property is a Flood Hazard Property, (x) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(E) [Reserved].
(F) to the extent requested by the Administrative Agent, satisfactory third-party environmental reviews of all owned Mortgaged Properties listed in Schedule 3.19(d) and all leased Mortgaged Properties listed in Schedule 3.19(d), including, but not limited to, Phase I environmental assessments, together with reliance letters in favor of the Lenders;
(G) to the extent requested by the Administrative Agent, opinions of counsel to the Credit Parties for each jurisdiction in which the Mortgaged Properties are located;
(H) to the extent requested by the Administrative Agent and available upon using commercially reasonable efforts, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties listed in Schedule 3.19(d) are located, and zoning reports from a nationally recognized zoning reporting service; and
(I) with respect to each owned Mortgaged Property, and to the extent requested by the Administrative Agent, with respect to each leased Mortgaged Property, a Survey certified to the 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 a firm of surveyors reasonably satisfactory to the Administrative Agent and acceptable to the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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
(iv) certification from a registered engineer or land surveyor in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;.
Appears in 1 contract
Real Property Collateral. The On or before April 30, 2000, or such later date as the Agent shall have received:
may reasonably determine, the Borrower and each other Material Subsidiary shall, with respect to the real property assets identified on Schedule A hereto and deemed to be ---------- material by the Agent or the Required Banks in its or their sole reasonable discretion, deliver to the Agent the following: (ia) fully executed and notarized mortgages, deeds of trust or deeds to secure debt Mortgages; (each a "Mortgage" and collectively b) title reports obtained by the "Mortgages") encumbering the fee interest Borrower in respect of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory subject to the Agent Mortgages; (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iiic) maps or plats of an as-built survey of the sites of the Mortgaged Properties real property covered by the Mortgages certified to the Agent and the title insurance company issuing the policy referred to in clause (d) below (the "Title Insurance Company Company") in a ----------------------- manner reasonably satisfactory to themeach of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysurveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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: (i) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; and
(ii) the lines of streets abutting the sites and width thereof; (iii) all access and other easements appurtenant to the sites necessary to use the sites; (iv) certification all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a registered engineer physical inspection of the sites or land surveyor otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; and (vi) if the site is described as being on a filed map, a legend relating the survey to said map; (d) an ALTA mortgagee title insurance policy issued by the Title Insurance Company, in an amount satisfactory to the Agent, assuring the Agent that the each Mortgage creates a valid and enforceable first priority mortgage lien on the real property subject to the Mortgage, free and clear of all defects and encumbrances except Liens permitted by Section 5.9, which mortgage policy shall be in form and substance reasonably satisfactory to the Agent or other evidence acceptable and shall provide for affirmative insurance and such reinsurance as the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Agent that none Agent; (e) evidence as to (i) whether any of the improvements on the real property encumbered by the Mortgages mortgaged properties are located within any in an area designated by the Director of the Federal Emergency Management Agency as having special flood or mud slide hazards (a "special flood hazard" area or Flood Hazard Property") and (ii) if any improvements on mortgaged --------------------- property is a Flood Hazard Property, (A) whether the community in which such properties are mortgaged property is located within is participating in the National Flood Insurance Program, (B) the Borrower's written acknowledgment of receipt of written notification from the Agent (1) as to the fact that such mortgaged property is a "special flood hazard" area, evidence Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of a insurance policies or certificates of insurance of the Borrower evidencing flood insurance policy from a company and in an amount satisfactory to the Agent and naming the Agent as sole loss payee; and (f) evidence reasonably satisfactory to the Agent that the mortgaged properties, and the uses of the mortgaged properties, are in compliance in all material respects, as relevant for purposes of this Agreement, with all applicable laws, regulations and ordinances including without limitation health and environmental protection laws, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as to zoning should include the zoning designation made for the applicable portion mortgaged properties, the permitted uses of the premisesmortgaged properties under such zoning designation and zoning requirements as to parking, naming lot size, ingress, egress and building setbacks) and applicable laws regarding access and facilities for disabled persons including, but not limited to, the AgentFederal Architectural Barriers Act, for the benefit Fair Housing Amendments Act of 1988, the Lenders, Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.
16. Addition of New Section 5.20. A new Section 5.20 is hereby added ------------------------------ as mortgagee;follows:
Appears in 1 contract
Real Property Collateral. The Upon request from the Agent, the Company shall provide the Agent shall have receivedwith:
(ia) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (for the "Mortgage Policies") Real Property Collateral issued by a title insurers insurance company reasonably satisfactory to the Agent (the "Title Insurance Company")each a “Mortgage Policy” and, collectively, the“Mortgage Policies”) in an amount amounts satisfactory to the Agent assuring the Agent that the Mortgage on such Real Property Collateral is a valid and enforceable first priority mortgage Lien on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, the legal description and endorsements with respect thereto shall be reasonably satisfactory to each parcel of real property encumbered by a the Agent, and the Mortgage and Policies otherwise shall be in form and substance reasonably satisfactory to the Agent;
(iiib) maps or plats an opinion of counsel to the Company, in form and substance satisfactory to Lenders indicating, among other things, that the mortgage Lien on such Real Property Collateral constitutes a valid and enforceable mortgage Lien on such Real Property Collateral;
(c) an as-built survey of the sites of the Mortgaged Properties updated survey, in form and substance satisfactory to Lenders and certified to the Agent and the Title Insurance Lenders and its insurers by such surveyor to be correct and accurate and containing legal and metes and bounds descriptions of the Real Property Collateral, certified by such surveyor, containing only such encroachments, exceptions and state of facts as are set forth in the Mortgage Policy acceptable to the Lenders; and
(d) such other agreements, instruments or other documents and information as the Agent may request in order to perfect and protect its Lien on the Real Property Collateral; provided, that the Agent agrees that it will only record the Mortgage and request the items set forth in clauses (a) through (d) above if (i) an Event of Default has occurred and is continuing, (ii) the total amount of outstanding advances and Letter of Credit Usage under the Revolving Loan is equal to or exceeds $7,500,000, or (iii) the any projections delivered to the Lenders by the Company in a manner satisfactory to them, dated a date satisfactory to show that at any time during the Fiscal Year covered by those projections the outstanding advances and Letter of Credit Usage will equal or exceed $7,500,000. The Company expressly authorizes the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory Lenders to (i) charge any and all amounts payable, and all expenses incurred, in connection with recording the Mortgage, obtaining the Mortgage Policy, and all related matters (including, without limitation, any and all mortgage recording tax, intangible tax and documentary stamp tax and all title insurance premiums) to the Agent Revolving Credit, and (ii) designate such amounts as an advance under the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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
(iv) certification from a registered engineer or land surveyor in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;Revolving Credit.
Appears in 1 contract
Real Property Collateral. The Subject to Section 7.15, the Administrative Agent shall have received, in form and substance reasonably satisfactory to it:
(i) fully executed and notarized amendments to the mortgages, deeds of trust or deeds to secure debt (each each, as the same may be amended, modified, restated or supplemented from time to time, a "MortgageMortgage Instrument" and collectively the "MortgagesMortgage Instruments") encumbering the fee interest and/or leasehold interest of any Loan Party in each of the Credit Parties Real Properties designated in each real property asset owned by Schedule 6.20(a) as a Credit Party set forth on Schedule 5.1(k) "Mortgaged Property" (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA in the case of the Alabama real property leasehold interest constituting Mortgaged Property, evidence that the applicable lease, a memorandum of lease with respect thereto, or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel evidence of real property encumbered by a Mortgage and otherwise such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders;
(iii) affidavits of the Borrower to the Title Insurance Company (hereinafter defined) that, to the knowledge of the Borrower, there are no material changes to the maps or plats of an as-built survey of the sites of the Mortgaged Properties real property covered by the Mortgage Instruments certified to the Administrative Agent and the title insurance company issuing the policies referred to in Section 5.01(d)(iv) (the "Title Insurance Company Company") which the Borrower delivered in a manner connection with the closing of the Existing Credit Agreement reasonably satisfactory to them, dated a date satisfactory to each of the 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 dated a date reasonably satisfactory to each of the Administrative Agent and the surveys on which they are based shall be Title Insurance Company as sufficient to delete any standard printed survey exception which otherwise would be contained in the applicable title policy and 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; andMortgage Policies (hereinafter defined);
(iv) certification from Copies of the 2003 ALTA mortgagee title insurance policies corresponding to each of the eight Mortgage Instruments and an endorsement to each 2003 ALTA mortgagee title insurance policy bringing down the coverage under such policy to the Closing Date and confirming coverage issued by Chicago Title Company or another title insurance company reasonably acceptable to the Administrative Agent (the "Mortgage Policies") with respect to each Mortgaged Property, assuring the Administrative Agent that each of the Mortgage Instruments creates a registered engineer or land surveyor valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall otherwise be in a form and substance reasonably satisfactory to the Administrative Agent or other and shall include such endorsements as were included in the 2003 ALTA mortgagee title insurance policies;
(v) evidence acceptable as to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within (A) whether any Mortgaged Property is in an area designated by the Director of the Federal Emergency Management Agency as having special flood or mud slide hazards (a "special flood hazard" area or Flood Hazard Property") and (B) if any improvements on Mortgaged Property is a Flood Hazard Property, the applicable Loan Party's written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such properties are located within Mortgaged Property is a "special flood hazard" area, evidence Flood Hazard Property and (2) copies of a insurance policies or certificates of insurance of the Loan Parties evidencing flood insurance policy from a company and in an amount satisfactory to the Administrative Agent; and
(vi) with respect to each Mortgaged Property, a subordination agreement between the Administrative Agent for the applicable portion and The Bank of the premises, naming the Agent, for the benefit of the LendersNew York, as mortgagee;trustee under the Second Lien Indenture.
Appears in 1 contract
Real Property Collateral. The Receipt by the Administrative Agent shall have receivedof the following:
(i) fully executed and notarized mortgages, deeds of trust Mortgages or deeds amendments to secure debt (each a "Mortgage" and collectively the "Mortgages") existing Mortgages encumbering the fee interest of the Credit Parties any Loan Party in each of the real property asset owned by properties designated as a Credit Party set forth Mortgaged Property on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"6.20(a), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties real property covered by the Mortgages certified to the Administrative Agent and the Title Insurance Company title insurance company issuing the policies referred to in Section 5.01(f)(iii) in a manner reasonably satisfactory to themeach of the Administrative Agent and such title insurance company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company such title insurance company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysurveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy policy;
(iii) ALTA mortgagee title insurance policies or endorsements to existing title insurance policies issued by a title insurance company reasonably acceptable to the Administrative Agent with respect to each Mortgaged Property, assuring the Administrative Agent that each of the Mortgages creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policies shall otherwise be made in accordance with form and substance reasonably satisfactory to the Minimum Standard Detail Requirements for Land Title Surveys jointly established Administrative Agent and adopted shall include such endorsements as are reasonably requested by the American Land Title Association and the American Congress on Surveying and Mapping in 1992Administrative Agent; and
(iv) certification from a registered engineer or land surveyor evidence as to (A) whether any Mortgaged Property is in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any an area designated by the Director of the Federal Emergency Management Agency as a "having special flood hazard" area or mud slide hazards (a “Flood Hazard Property”) and (B) if any improvements on Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such properties are Mortgaged Property is located within is participating in the National Flood Insurance Program, (2) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a "special flood hazard" area, evidence Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of a insurance policies or certificates of insurance of the Company and its Subsidiaries evidencing flood insurance policy from a company and in an amount satisfactory to the Administrative Agent for the applicable portion of the premises, and naming the Agent, for the benefit Administrative Agent as sole loss payee on behalf of the Lenders, as mortgagee;.
Appears in 1 contract
Real Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each each, as the same may be amended, modified, restated or supplemented from time to time, a "MortgageMortgage Instrument" and collectively the "MortgagesMortgage Instruments") encumbering the fee interest and/or ground leasehold interest of the Credit Parties any Loan Party in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) interest of the Loan Parties (each such real property is a "Mortgaged Property" and collectively all such real property is the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate in the case of each ground real property leasehold interest of any Loan Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such Mortgaged Property as may be required by the Administrative Agent, which estoppel letters shall be in the form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers and substance reasonably satisfactory to the Administrative Agent and (b) evidence that the "Title Insurance Company")applicable lease, in an amount satisfactory to the Agent a memorandum of lease with respect to each parcel thereto, or other evidence of real property encumbered by a Mortgage and otherwise such lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, so as to enable the Mortgage Instrument encumbering such ground leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such ground leasehold interest in favor of the Administrative Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders;
(iii) maps or plats of an as-built survey of each of the sites of the those Mortgaged Properties that are set forth on Schedule 5.01(g) hereto, certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to themeach of the Administrative Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysurveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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; and1999 with all items from Table A thereof completed, except for Nos. 5 and 12;
(iv) certification from ALTA (or equivalent) mortgagee title insurance policies (the "Mortgage Policies") issued by a registered engineer or land surveyor in a form title insurance company reasonably satisfactory to the Administrative Agent or other evidence acceptable (the "Title Insurance Company") with respect to each Mortgaged Property, assuring the Administrative Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent that none of and shall be in amounts satisfactory to the improvements on the real property encumbered Administrative Agent and shall include such coverages, endorsements and reinsurance as are reasonably requested by the Mortgages are located within Administrative Agent;
(v) evidence as to (A) whether any Mortgaged Property is in an area designated by the Director of the Federal Emergency Management Agency as having special flood or mud slide hazards (a "special flood hazard" area or Flood Hazard Property") and (B) if any improvements on Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such properties are Mortgaged Property is located within is participating in the National Flood Insurance Program, (2) the applicable Loan Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a "special flood hazard" area, evidence Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of a insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance policy from a company and in an amount satisfactory to the Administrative Agent for the applicable portion of the premises, and naming the Agent, for the benefit Administrative Agent as sole loss payee on behalf of the Lenders;
(vi) evidence in the form of appropriate reliance letters reasonably satisfactory to the Administrative Agent that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws, regulations, ordinances and requirements (the evidence submitted as mortgageeto which should include the zoning designation made for each of the Mortgaged Properties, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks);
(vii) a legal opinion of special local counsel for the Loan Parties for each state in which any Mortgaged Property is located in form and substance reasonably acceptable to the Administrative Agent; and
(viii) letters in form and substance satisfactory to the Administrative Agent which provide adequate assurances that the Lenders may rely on the environmental assessments of each Mortgaged Property that were previously delivered to the Administrative Agent.
Appears in 1 contract
Real Property Collateral. The Agent In the event that the Borrower desires to include the Real Property Availability in the calculation of the Fixed Asset Borrowing Base, the Borrower shall have receiveddeliver written notice thereof to the Administrative Agent, which notice shall be accompanied by the following:
(ia) fully The Mortgage duly executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively by the "Mortgages") Borrower encumbering the Borrower's fee interest of in the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged PropertyReal Property Collateral;
(iib) ALTA or other appropriate form mortgagee A title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent commitment (the "Title Insurance CompanyCommitment"), in an amount satisfactory ) issued by a title company acceptable to the Administrative Agent in the amount, of one hundred percent (100%) of the appraised value of the Real Property Collateral and in such form as is acceptable to the Administrative Agent insuring that the Mortgage is a valid first priority Lien on the Borrower's interest in the Real Property Collateral subject only to such exceptions to title as shall be reasonably acceptable to the Administrative Agent and containing such endorsements and affirmative insurance as the Administrative Agent may require, and true copies of each document, instrument or certificate required by the terms of such policy and the Mortgage to be filed, recorded, executed or delivered in connection therewith;
(c) Duly executed Uniform Commercial Code financing statements under the applicable Uniform Commercial Code, or other filings under Applicable Law, to be filed in connection with respect to each parcel of real property encumbered by a the Mortgage and otherwise in form and substance satisfactory to the AgentAdministrative Agent to perfect the Lien created by the Mortgage;
(iiid) maps or plats of an as-built A current survey (including flood plain certification) of the sites of real property encumbered by the Mortgaged Properties Mortgage, certified to the Agent title company, the Lender Group and the Title Insurance Company each of their successors and assigns, in a manner satisfactory to them, dated a date form and content satisfactory to the Administrative Agent and the Title Insurance Company prepared by an independent a professional and properly licensed land surveyor satisfactory to the Agent Administrative Agent;
(e) A local counsel opinion with respect to the Mortgage in form and substance satisfactory to the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted Administrative Agent;
(f) The Environmental Indemnity Agreement duly executed by the American Land Title Association and the American Congress on Surveying and Mapping in 1992each Borrower Party; and
(ivg) certification from a registered engineer or land surveyor in a form satisfactory The Phase I Environmental Site Assessment Report dated May 8, 2003, and performed by ▇▇▇▇▇ International Incorporated with respect to the Agent or other evidence acceptable Real Property Collateral, together with a reliance letter in favor of the Lender Group, in each case, satisfactory in all respects to the Administrative Agent, together with copies of all existing environmental reviews and audits and other information pertaining to actual or potential environmental claims as the Administrative Agent that none may reasonably require. Real Property Availability shall automatically be included in the calculation of the improvements on the real property encumbered Fixed Asset Borrowing Base upon receipt by the Mortgages are located within any area designated by Borrower of a notice from the Director Administrative Agent of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" areareceipt of, evidence of a flood insurance policy from a company and in an amount satisfactory to satisfaction with, the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;documents required by this Section 6.21.
Appears in 1 contract
Real Property Collateral. The Agent shall have received:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent:
(i) Mortgage Instruments encumbering the fee interest (and the leasehold interests in the case of the Leased Properties) of any Credit Party in each Mortgaged Property identified on Schedule 3.19(a);
(ii) in the case of the leasehold interests in the Leased Properties, (a) such estoppel letters, consents and waivers from the landlord on such real property as may be required by the Agent, which estoppel letters shall be in form and substance reasonably satisfactory to the Agent and (b) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Agent, so as to enable the Mortgage Instrument encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders;
(iii) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "Mortgage Policies"), in amounts reasonably satisfactory to the Agent with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property (other than the Mortgaged Property located in Columbus, Georgia, which mortgage shall be a junior lien), free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall be in form and substance reasonably satisfactory to the Agent and shall provide for affirmative insurance and such reinsurance as the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Agent;
(iv) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "Flood Hazard Property") and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Borrower and its Subsidiaries evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders;
(v) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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 necessary to use 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; and (F) if the site is described as being on a filed map, a legend relating the survey to said map. To the extent any such surveys are not available on the Amendment No. 5 Effective Date, the Credit Parties shall have an additional period of ninety (90) days commencing on the Amendment No. 5 Effective Date to deliver such surveys to the Agent; and
(ivvi) certification from a registered engineer or land surveyor in a form evidence satisfactory to the Agent or other evidence acceptable to the Agent that none each of the improvements on Mortgaged Properties, and the real property encumbered by the Mortgages are located within any area designated by the Director uses of the Federal Emergency Management Agency Mortgaged Properties, are in compliance in all material respects with all applicable laws, regulations and ordinances including without limitation health and environmental protection laws, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the evidence submitted as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to zoning should include the Agent zoning designation made for the applicable portion each of the premisesMortgaged Properties, naming the Agentpermitted uses of each such Mortgaged Properties under such zoning designation and zoning requirements as to parking, lot size, ingress, egress and building setbacks) and laws regarding access and facilities for disabled persons including, but not limited to, the benefit federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Lenders, as mortgagee;Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.
Appears in 1 contract
Sources: Credit Agreement (Galey & Lord Inc)
Real Property Collateral. The Agent Lender shall have received, in form and substance satisfactory to the Lender:
(ia) fully executed and notarized mortgages, deeds of trust or deeds Mortgages to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) Mortgaged Properties (each a "Mortgaged Property" and collectively the "Mortgaged Properties"30 DAYS FROM THE DATED DATE HEREOF OR, IF EARLIER, 7 BUSINESS DAYS FROM THE DATE ON WHICH THE MORTGAGES ARE RECEIVED BY THE BORROWER), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(iib) ALTA or other appropriate form mortgagee the Lender shall have received, and the title insurance policies (company issuing the "Mortgage Policies") issued by title insurers satisfactory policy referred to the Agent below (the "Title Insurance Company")) shall have received, in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties real property covered by the Mortgages certified to the Agent Lender and the Title Insurance Company in a manner reasonably satisfactory to themeach of the Lender and the Title Insurance Company, dated a date reasonably satisfactory to each of the Agent Lender and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysurveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with standards that enable the Minimum Standard Detail Requirements Title Insurance Company to issue the policies referred to below without exception for Land Title Surveys jointly established and adopted by "Survey matters", except for matters as are reasonably acceptable to the American Land Title Association and the American Congress on Surveying and Mapping in 1992; andLender (60 DAYS FROM THE DATED DATE HEREOF);
(ivc) certification from ALTA mortgagee title insurance policies, in amounts not less than the Appraised Value with respect to any particular Mortgaged Property, assuring the Lender that each of the Mortgages creates a registered engineer or land surveyor valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which mortgage policies shall be in a form and substance reasonably satisfactory to the Agent or other evidence acceptable to Lender and shall provide for affirmative insurance and such reinsurance as the Agent that none Lender may reasonably request, all of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company foregoing in form and in an amount substance reasonably satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgageeLender (60 DAYS FROM THE DATED DATE HEREOF);
Appears in 1 contract
Sources: Loan and Security Agreement (Indesco International Inc)
Real Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each each, as the same may be amended, modified, restated or supplemented from time to time, a "MortgageMortgage Instrument" and collectively the "MortgagesMortgage Instruments") encumbering the fee interest and/or leasehold interest of any Collateral Party in each of the Credit Parties real properties designated in each real property asset owned by a Credit Party set forth on Schedule 5.1(k5.01(d) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA maps or other appropriate form mortgagee plats of a survey of the sites of the real property covered by the Mortgage Instruments certified to the Administrative Agent and the title insurance company issuing the policies (the "Mortgage Policies"referred to in Section 5.01(d)(iv) issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), ) in an amount a manner reasonably satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iii) 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 themCompany, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysurveyor, which maps or plats and the surveys on which they are based shall be sufficient reasonably satisfactory to delete any standard printed survey exception contained in the Administrative Agent;
(iii) ALTA mortgagee title insurance policies issued by either Lawyers Title Insurance Corporation or Commonwealth Land Title Insurance Corporation (the "Mortgage Policies") with respect to each Mortgaged Property, assuring the Administrative Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable title policy Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall otherwise be made in accordance with form and substance reasonably satisfactory to the Minimum Standard Detail Requirements for Land Title Surveys jointly established Administrative Agent and adopted shall include such endorsements as are reasonably requested by the American Land Title Association and the American Congress on Surveying and Mapping in 1992; andAdministrative Agent;
(iv) certification from a registered engineer or land surveyor evidence as to (A) whether any Mortgaged Property is in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any an area designated by the Director of the Federal Emergency Management Agency as having special flood or mud slide hazards (a "special flood hazard" area or Flood Hazard Property") and (B) if any improvements on Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such properties are Mortgaged Property is located within is participating in the National Flood Insurance Program, (2) the applicable Collateral Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a "special flood hazard" area, evidence Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of a insurance policies or certificates of insurance of the Collateral Parties evidencing flood insurance policy from a company and in an amount satisfactory to the Administrative Agent for the applicable portion of the premises, and naming the Agent, for the benefit Administrative Agent as loss payee on behalf of the Lenders; and
(v) a copy of any phase I, as mortgagee;phase II or other environmental report completed within the 2 years prior to the Closing Date with respect to any Mortgaged Property.
Appears in 1 contract
Sources: Credit Agreement (Clubcorp Inc)
Real Property Collateral. The Agent shall have received, in form and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each each, as the same may be amended, modified, restated or supplemented from time to time, a "MortgageMortgage Instrument" and collectively the "MortgagesMortgage Instruments") encumbering the fee interest of the any Credit Parties Party in each real property asset owned by a Credit Party set forth identified on Schedule 5.1(k6.19
(a) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), ) in an amount satisfactory to the Agent, assuring the Agent with respect to that each parcel of real property encumbered by the Mortgage Instruments creates a Mortgage valid and otherwise enforceable first priority mortgage lien on the applicable Mortgaged Property in form and substance satisfactory to the Agent;.
(iii) maps or plats of an as-built survey of the sites each of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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; and1992 (or such alternative standards as are satisfactory to the Agent and the Title Insurance Company);
(iv) a current certification from a registered engineer or land surveyor in a form satisfactory to the Agent or other evidence acceptable to the Agent that none with respect to each Mortgaged Property as to whether any of the improvements on the real property encumbered by the Mortgages such Mortgaged Property are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or and if any improvements on such properties the Mortgaged Properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, as mortgagee;
(v) a current appraisal of each Mortgaged Property prepared for the benefit of the LendersAgent by a qualified appraiser satisfactory to the Agent and dated a date satisfactory to the Agent, as mortgagee;which shall indicate a fair market value for each Mortgaged Property acceptable to the Agent and which shall otherwise be in form and substance satisfactory to the Agent; and
(vi) evidence satisfactory to the Agent that each Mortgaged Property, and the uses of each Mortgaged Property, are in compliance in all material respects with all applicable laws, regulations and ordinances.
Appears in 1 contract
Sources: Credit Agreement (Pluma Inc)
Real Property Collateral. The Administrative Agent shall have received:
, in form and substance reasonably satisfactory to the Administrative Agent: (i) fully executed and notarized mortgages, deeds counterparts of trust or deeds to secure debt Mortgages (each a "MortgageMortgage Instrument" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties")and, together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (collectively, the "Mortgage PoliciesInstruments") issued by title insurers satisfactory to on the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise Real Properties identified on Schedule 5.01(d) in form and substance reasonably satisfactory to the Administrative Agent;
(iii) maps or plats of an as-built survey , which are necessary or, in the reasonable opinion of the sites Administrative Agent, desirable to effectively maintain a valid and enforceable first priority mortgage lien that secures the facilities provided for herein on each Mortgaged Property (subject only to Permitted Liens) in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, (ii) other than as noted on Schedule 5.01(d), copies of all existing ALTA surveys of each of the Mortgaged Properties certified by registered engineers or land surveyors in the possession of the Borrower, (iii) copies of all existing appraisals of the Mortgaged Properties in the possession of the Loan Parties, (iv) access upon request to copies of all material existing environmental reports and other material environmental documentation, if any, relating to the Agent and Mortgaged Properties in the Title Insurance Company in a manner satisfactory to thempossession of the Borrower, dated a date (v) evidence satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory that counterparts of each Mortgage Instrument have been delivered to the Agent and title company insuring the Title Insurance Companymortgage liens for recording, which maps or plats and the surveys (vi) other than as noted on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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
(iv) certification from a registered engineer or land surveyor in a form satisfactory Schedule 5.01(d), either endorsements to the Agent existing Mortgage Policies or other evidence acceptable to new Mortgage Policies assuring the Administrative Agent that none of the improvements each Mortgage Instrument creates a valid and enforceable first priority mortgage lien on the real property encumbered by the Mortgages are located within respective Mortgaged Property, free and clear of all defects, encumbrances (except for Permitted Encumbrances) and liens (except for Permitted Liens), (vii) evidence as to (x) whether any Mortgaged Property is in an area designated by the Director of the Federal Emergency Management Agency as having flood or mud slide hazards (a "special flood hazard" area or Flood Hazard Property") and (y) if any improvements on Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such properties are Mortgaged Property is located within is participating in the National Flood Insurance Program and (2) the applicable Loan Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a "special flood hazard" area, evidence of a flood insurance policy Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (viii) from a company and in an amount local counsel satisfactory to the Agent for the applicable portion of the premises, naming the Administrative Agent, for opinions each of which (x) shall be addressed to the benefit Administrative Agent, the Administrative Agent and each of the Lenders, (y) shall be in form and substance reasonably satisfactory to the Administrative Agent and (z) shall cover the perfection of security interests granted pursuant to the Mortgage Instruments and such other matters incident to the transactions contemplated herein as mortgagee;the Administrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Biltmore Surgery Center Holdings Inc)
Real Property Collateral. The Agent shall have received, in form and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each each, as the same may be amended, modified, restated or supplemented from time to time, a "MortgageMortgage Instrument" and collectively the "MortgagesMortgage Instruments") encumbering the fee interest and/or leasehold interest of any Credit Party in each of the Credit Parties Real Properties (other than Excluded Properties) designated in each real property asset owned by a Credit Party set forth on Schedule 5.1(k6.20(a) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) an update of the ALTA or other appropriate form mortgagee title insurance policies issued by Commonwealth Land Title Company of North Carolina (the "Mortgage Policies"), in amounts not less than the respective amounts designated in Schedule 6.20
(a) issued by title insurers with respect to the North Carolina Mortgaged Property (other than leasehold sites), assuring the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered and shall include such endorsements as are reasonably requested by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iii) maps or plats of for all real properties other than leasehold properties, evidence as to (A) whether any Mortgaged Property is in an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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
(iv) certification from a registered engineer or land surveyor in a form satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as having special flood or mud slide hazards (a "special flood hazard" area or Flood Hazard Property") and (B) if any improvements on Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such properties are Mortgaged Property is located within is participating in the National Flood Insurance Program, (2) the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the fact that such Mortgaged Property is a "special flood hazard" area, evidence Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of a insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, and naming the Agent, for the benefit Agent as sole loss payee on behalf of the Lenders, as mortgagee;
Appears in 1 contract
Sources: Loan Agreement (Aaipharma Inc)
Real Property Collateral. The By January 31, 2010 (or such extended period of time as agreed to by the Agent), the Agent shall have received:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent:
(i) evidence as to (1) whether any Mortgaged Property is a Flood Hazard Property and (2) if any Mortgaged Property is a Flood Hazard Property, (x) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Agent (I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Agent and naming the Agent as loss payee on behalf of the Lenders; and
(ii) fully executed and notarized Mortgage Instruments encumbering the Mortgaged Properties as to properties owned by the Credit Parties.
(iii) a title report in respect of each of the Mortgaged Properties;
(iiiiv) with respect to each Mortgaged Property, a Mortgage Policy assuring the Agent that the Mortgage Instrument with respect to such Mortgaged Property creates a valid and enforceable first priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policy shall be in form and substance reasonably satisfactory to the Agent and shall provide for affirmative insurance and such reinsurance as the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Agent;
(v) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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; 2005, and
(iv) certification from a registered engineer or land surveyor in a form satisfactory to , without limiting the Agent or other evidence acceptable to the Agent that none generality of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements foregoing, there shall be surveyed and shown on such properties are located within a "special flood hazard" areamaps, evidence plats or surveys the following: (1) the locations on such sites of a flood insurance policy from a company all the buildings, structures and in an amount satisfactory to other improvements and the Agent for established building setback lines; (2) the applicable portion lines of streets abutting the premises, naming the Agent, for the benefit of the Lenders, as mortgageesites and width thereof;
Appears in 1 contract
Sources: Credit Agreement (Benihana Inc)
Real Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each each, as the same may be amended, modified, restated or supplemented from time to time, a "Mortgage" “Mortgage Instrument” and collectively the "Mortgages"“Mortgage Instruments”) encumbering the fee interest in the properties listed in Schedule 3.19(a) as properties owned by the Credit Parties and, to the extent required by the Administrative Agent, subject to the terms of the subject leases and consent of the respective landlords thereto, the leasehold interest in the properties listed in Schedule 3.19(a) as properties that are warehouses, plants or other real properties material to the conduct of the Credit Parties’ business and are leased by the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "“Mortgaged Property" ” and collectively the "“Mortgaged Properties"”), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) a title report in respect of each of the Mortgaged Properties;
(iii) with respect to each Mortgaged Property, an ALTA or other appropriate form mortgagee title insurance policies issued by a title insurance company (the "“Title Insurance Company”) selected by the Administrative Agent (the “Mortgage Policies") issued by title insurers ”), in amounts satisfactory to the Administrative Agent, assuring the Administrative Agent (that each of the "Title Insurance Company")Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, in an amount satisfactory to the Agent with respect to each parcel free and clear of real property encumbered by a all defects and encumbrances except Permitted Liens, which Mortgage and otherwise Policies shall be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;
(iiiiv) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (y) as to the fact that such Mortgaged Property is a Flood Hazard Property and (z) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(v) maps or plats of an as-built survey of the sites of the material Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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 necessary to use 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; and (F) if the site is described as being on a filed map, a legend relating the survey to said map;
(vi) satisfactory environmental reviews of all manufacturing facilities and all other material real property in the United States owned by the Borrower or any of its Domestic Subsidiaries or by the Acquired Business, including but not limited to Phase I environmental assessments, together with reliance letters in favor of the Lenders;
(vii) opinions of counsel to the Credit Parties for each jurisdiction in which the Mortgaged Properties are located; and
(ivviii) certification from a registered engineer or land surveyor in a form satisfactory to the Agent extent available, zoning letters from each municipality or other evidence acceptable to Governmental Authority for each jurisdiction in which the Agent that none of the improvements on the real property encumbered by the Mortgages Mortgaged Properties are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;located.
Appears in 1 contract
Real Property Collateral. The Receipt by Agent shall have receivedof the following:
(i) fully Fully executed and notarized mortgagesMortgages or amendments to any existing Mortgages, deeds of trust or deeds to secure debt (in each a "Mortgage" and collectively the "Mortgages") case, encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;.
(ii) ALTA or other appropriate form mortgagee The Agent shall have received, and the title insurance company issuing the title policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "“Title Insurance Company")”) shall have received, in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iii) maps or plats of an as-built survey of the sites of the Mortgaged Properties real property covered by the Mortgages certified to the Agent and the Title Insurance Company in a manner reasonably satisfactory to themeach of the Agent and the Title Insurance Company, dated a date reasonably satisfactory to the Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Agent and the Title Insurance Companysurveyor, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with standards that enable the Minimum Standard Detail Requirements Title Insurance Company to issue the title policies without exception for Land Title Surveys jointly established “Survey matters”, except for matters as are reasonably acceptable to the Agent.
(iii) The Mortgagee Policies or acceptable endorsements to any existing Mortgagee Policies, in amounts not less than the respective amounts designated in Schedule 6.19 with respect to any particular Mortgaged Property, assuring the Agent that each of the Mortgages creates (or in the case of amendments to existing Mortgages, continues) a valid and adopted by enforceable first priority mortgage lien on the American Land Title Association applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgagee Policies or endorsements shall be in form and substance reasonably satisfactory to the American Congress on Surveying Agent and Mapping shall provide for affirmative insurance and such reinsurance as the Agent may reasonably request, all of the foregoing in 1992; andform and substance reasonably satisfactory to the Agent.
(iv) certification Evidence, which shall be in the form of a Department of Homeland Security/Federal Emergency Management Agency “Standard Flood Hazard Determination” certificate, as to whether (i) any Mortgaged Property is a Flood Hazard Property and (ii) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program.
(v) If there are any Flood Hazard Properties, the applicable Credit Party’s written acknowledgment of receipt of written notification from a registered engineer or land surveyor the Agent (i) as to the existence of each such Flood Hazard Property and (ii) as to whether the community in a form which each such Flood Hazard Property is located is participating in the National Flood Insurance Program.
(vi) Evidence satisfactory to the Agent or other evidence acceptable to the Agent that none each of the improvements on Mortgaged Properties, and the real property encumbered by the Mortgages are located within any area designated by the Director uses of the Federal Emergency Management Agency Mortgaged Properties, are in compliance in all material respects with all applicable laws, regulations.
(vii) UCC fixture financing statements for each Mortgaged Property to be filed in the appropriate jurisdiction as a "special flood hazard" area or if any improvements is necessary, in the Agent’s sole discretion, to perfect the Agent’s lien on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Agent, for the benefit of the Lenders, as mortgagee;Mortgaged Property.
Appears in 1 contract
Real Property Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:
(i) a fully executed and notarized mortgages, deeds deed of trust and security agreement (as the same may be amended, modified, restated or deeds supplemented from time to secure debt (each a "Mortgage" and collectively time, the "MortgagesMortgage Instrument") encumbering the fee Land and the Improvements, the leasehold interest of the Credit Parties Borrower in each real the Tipp Property, the personal property asset owned by a Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively fixtures more particularly described therein and the "Mortgaged Properties"), together with transferable development rights and low income housing credits or other such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Propertycredits described therein;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by a Mortgage and otherwise in form and substance satisfactory to the Agent;
(iii) maps or plats of an as-built survey of the sites of Land and the Mortgaged Properties Tipp Property certified to the Agent Administrative Agent, the Borrower and the Title Insurance Company in a manner reasonably satisfactory to themeach of the Administrative Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to surveyor, which survey shall show all boundaries of the Agent Land and the Title Insurance Company, which maps or plats Tipp Property with courses and the surveys on which they are based shall distances indicated and be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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 survey the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; and
(ivB) certification the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a registered engineer physical inspection of the sites or land surveyor in a form satisfactory otherwise known to the Agent or other evidence acceptable to surveyor; and (E) any encroachments on any adjoining property by the Agent that none of the building structures and improvements on the real property encumbered by sites;
(iii) evidence as to (A) whether the Mortgages Land and the Tipp Property are located within any in an area designated by the Director of the Federal Emergency Management Agency as having special flood or mud slide hazards (a "special flood hazard" area or Flood Hazard Property") and (B) if any improvements on such properties the Land and the Tipp Property are a Flood Hazard Property, (1) whether the community in which the Land and the Tipp Property are located within a "special flood hazard" areais participating in the National Flood Insurance Program, evidence (2) the Borrower's written acknowledgment of a flood insurance policy receipt of written notification from a company and in an amount satisfactory the Administrative Agent (a) as to the Agent for fact that the applicable portion of Land and the premises, naming Tipp Property are a Flood Hazard Property and (b) as to whether the Agent, for community in which the benefit of the Lenders, as mortgagee;Flood Hazard Property is
Appears in 1 contract
Sources: Credit Agreement (Nordstrom Inc)
Real Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and the Lenders:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") Mortgage Instruments encumbering the fee Mortgaged Properties as to properties owned by the Credit Parties and, to the extent required by the Administrative Agent, the leasehold interest in the Mortgaged Properties as to properties that are warehouses, plants or other real properties material to the conduct of the Credit Parties in each real property asset owned Parties’ business and are leased by a the Credit Party set forth on Schedule 5.1(k) (each a "Mortgaged Property" and collectively the "Mortgaged Properties"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged PropertyParties;
(ii) ALTA or other appropriate form mortgagee a title insurance policies report in respect of each of the Mortgaged Properties;
(the "Mortgage Policies"iii) issued by title insurers satisfactory to the Agent (the "Title Insurance Company"), in an amount satisfactory to the Agent with respect to each parcel of real property encumbered by Mortgaged Property, a Mortgage Policy assuring the Administrative Agent that the Mortgage Instrument with respect to such Mortgaged Property creates a valid and otherwise enforceable first priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policy shall be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;
(iiiiv) evidence as to (A) whether any Mortgaged Property is a Flood Hazard Property and (B) if any Mortgaged Property is a Flood Hazard Property, (x) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(v) 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 reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and 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 19922005, 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 necessary to use 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; and (F) if the site is described as being on a filed map, a legend relating the survey to said map;
(vi) satisfactory third-party environmental reviews of all owned Mortgaged Properties and, to the extent requested by the Administrative Agent, all leased Mortgaged Properties, including but not limited to Phase I environmental assessments, together with reliance letters in favor of the Lenders;
(vii) to the extent requested by the Administrative Agent, opinions of counsel to the Credit Parties for each jurisdiction in which the Mortgaged Properties are located;
(viii) to the extent available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties are located;
(ix) an appraisal of each owned Mortgaged Property, in form and substance satisfactory to the Administrative Agent; and
(ivx) certification from to the extent requested by the Administrative Agent, with respect to each leased Mortgaged Property, a registered engineer or land surveyor in survey certified to the Administrative Agent by a form firm of surveyors reasonably satisfactory to the Agent or other evidence acceptable to the Agent that none of the improvements on the real property encumbered by the Mortgages are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on such properties are located within a "special flood hazard" area, evidence of a flood insurance policy from a company and in an amount satisfactory to the Agent for the applicable portion of the premises, naming the Administrative Agent, for the benefit of the Lenders, as mortgagee;.
Appears in 1 contract
Sources: Credit Agreement (Infospace Inc)