Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Agent shall have received the following, in form and substance reasonably satisfactory to the Agent: (i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES"); (ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17; (iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20 (a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located; (v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and (vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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).
Appears in 3 contracts
Sources: Credit Agreement (Mg Waldbaum Co), Credit Agreement (Mg Waldbaum Co), Credit Agreement (Michael Foods Inc /Mn)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent (including any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered):
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Real Borrowing Base Properties designated existing as of the Closing Date and, to the extent necessary, amendments to the Mortgage Instruments filed in SCHEDULE 6.20(a) which are not identified on such Schedule connection with the Existing Credit Agreement reflecting changes necessitated by the execution and delivery hereof as "Excluded Properties" (each a "MORTGAGED PROPERTY" an amendment and collectively the "MORTGAGED PROPERTIES")restatement thereof;
(ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) 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 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 only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Administrative Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 1997 with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712;
(iv) marked-up or pro forma updated commitments for ALTA mortgagee title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a“Mortgage Commitments”) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each of the Mortgage Instruments Instruments, as amended as of the Closing Date, creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Commitments shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Agent Administrative Agent, together with evidence of recording of the Mortgage Instruments in the land records of the proper jurisdictions and evidence of the Borrower’s payment of all premiums required to be paid as a condition to the extent issuance of policies with respect to such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedCommitments;
(v) evidence as to (A) whether any Mortgaged Borrowing Base Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any Mortgaged Borrowing Base Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Borrowing Base Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Borrowing Base 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; and;
(vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Borrowing Base Properties, and the uses of the Mortgaged Borrowing Base Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Borrowing Base Properties, the permitted uses of each such Mortgaged Borrowing Base Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks);
(vii) an updated “as-is” and “as-stabilized” appraisal of each Borrowing Base Property dated no more than sixty (60) days prior to the Closing Date, each such appraisal to be in form and substance acceptable to the Administrative Agent in its discretion and from an appraiser acceptable to the Administrative Agent in its discretion; provided, that to the extent required by FIRREA, each such appraisal shall either satisfy the requirements of FIRREA or be accompanied by appraisals meeting such requirements;
(viii) an environmental site assessment with respect to each Borrowing Base Property issued not more than three (3) years prior to the date hereof showing no significant environmental conditions which have not been properly addressed through a duly approved and completed remediation (or such other resolution which has been accepted in writing by either the Administrative Agent or all applicable Governmental Authority(ies) with jurisdiction relating to the applicable property and such conditions and having authority to enforce any Environmental Laws with respect thereto) and otherwise showing conditions which are acceptable to the Administrative Agent, together with an updated property condition report with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent; and
(ix) updated evidence of insurance with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent and otherwise meeting the requirements set forth in Section 7.07 hereof and in the Mortgage Instrument executed with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Gaylord Entertainment Co /De), Credit Agreement (Gaylord Entertainment Co /De)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent (including any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered):
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Real Borrowing Base Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule existing as "Excluded Properties" (each a "MORTGAGED PROPERTY" of the Closing Date and, to the extent necessary, amendments to the Mortgage Instruments reflecting changes necessitated by the execution and collectively the "MORTGAGED PROPERTIES")delivery hereof as an amendment and restatement thereof;
(ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) 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 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 only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Administrative Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 1997 with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712;
(iv) marked-up or pro forma updated commitments for ALTA mortgagee title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a“Mortgage Commitments”) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each of the Mortgage Instruments Instruments, as amended as of the Closing Date, creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Commitments shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Agent Administrative Agent, together with evidence of recording of the Mortgage Instruments in the land records of the proper jurisdictions and evidence of the Borrower’s payment of all premiums required to be paid as a condition to the extent issuance of policies with respect to such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedCommitments;
(v) evidence as to (A) whether any Mortgaged Borrowing Base Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any Mortgaged Borrowing Base Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Borrowing Base Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Borrowing Base 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; and;
(vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Borrowing Base Properties, and the uses of the Mortgaged Borrowing Base Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Borrowing Base Properties, the permitted uses of each such Mortgaged Borrowing Base Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks);
(vii) an updated “as-is” and “as-stabilized” appraisal of each Borrowing Base Property, each such appraisal to be in form and substance acceptable to the Administrative Agent in its discretion and from an appraiser acceptable to the Administrative Agent in its discretion; provided, that to the extent required by FIRREA, each such appraisal shall either satisfy the requirements of FIRREA or be accompanied by appraisals meeting such requirements;
(viii) an environmental site assessment with respect to each Borrowing Base Property issued not more than three (3) years prior to the date hereof showing no significant environmental conditions which have not been properly addressed through a duly approved and completed remediation (or such other resolution which has been accepted in writing by either the Administrative Agent or all applicable Governmental Authority(ies) with jurisdiction relating to the applicable property and such conditions and having authority to enforce any Environmental Laws with respect thereto) and otherwise showing conditions which are acceptable to the Administrative Agent, together with an updated property condition report with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent; and
(ix) updated evidence of insurance with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent and otherwise meeting the requirements set forth in Section 7.07 hereof and in the Mortgage Instrument executed with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Gaylord Entertainment Co /De)
Real Property Collateral. Except with respect In order to create in favor of Collateral Agent, for the owned 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 Properties identified as items 3Estate Assets, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Collateral Agent shall have received the following, in form from Borrower and substance reasonably satisfactory to the Agenteach applicable Guarantor:
(i) fully executed and notarized mortgagesMortgages, deeds of trust or deeds to secure debt in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 3.1(g) (each, as the same may be amendeda “Mortgaged Property”), modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" together with all related title documents (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES"if any);
(ii) in the case an opinion of each real property leasehold interest of any Credit Party constituting Mortgaged Property, counsel (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters counsel shall be in the form and substance reasonably satisfactory to the Agent and (bCollateral Agent) evidence that the applicable lease, in each state or jurisdiction in which a memorandum of lease Mortgaged Property is located with respect theretoto the enforceability of Mortgages to be recorded in such state or jurisdiction and such other matters as Collateral Agent may reasonably request, or other evidence of such lease in each case in form and substance reasonably satisfactory to the Collateral 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) with respect in the case of each Leasehold Property that is a Material Real Estate Asset located in the United States or in another jurisdiction where the documents set forth in this clause (g)(iii) are reasonably customary, then to each the extent available after the use of commercially reasonable efforts by the Real Properties identified as items 2Credit Parties, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent a Landlord Consent and the Title Insurance Company Estoppel and (hereinafter defined2) in evidence that such Leasehold Property is a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17Recorded Leasehold Interest;
(iv) (A) ALTA mortgagee title insurance policies with all endorsements requested by Collateral Agent or unconditional commitments therefor issued by Chicago one or more title companies reasonably satisfactory to Collateral Agent with respect to each Mortgaged Property located in the United States (each, a “Title Insurance Company (the "TITLE INSURANCE COMPANY") Policy”), in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) with respect to any particular fair market value of each Mortgaged Property, assuring together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Agent that each of the Mortgage Instruments creates a valid Closing Date and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear copies of all defects and encumbrances except Permitted Liensrecorded documents listed as exceptions to title or otherwise referred to therein, which policies shall otherwise be each in form and substance reasonably satisfactory to the Collateral Agent and shall include (B) evidence satisfactory to Collateral Agent that such endorsements as are reasonably requested by the Agent Credit Party has paid to the extent such endorsements are reasonably available 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 jurisdictions in which the Mortgaged Properties are locatedappropriate real estate records;
(v) evidence as to (A) whether any a completed Flood Certificate with respect to each Mortgaged Property is located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards United States, which Flood Certificate shall (a "FLOOD HAZARD PROPERTY"x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if any Mortgaged Property is a the Flood Hazard Property, (1) whether the community in which Certificate states that such Mortgaged Property is located is participating in a Flood Zone, the National Flood Insurance Program, (2) the applicable Credit Party's Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (ax) as to the fact that existence of such Mortgaged Property is a Flood Hazard Property and (by) as to whether the community in which each such Flood Hazard Mortgaged Property is located is participating in the National Flood Insurance Program Program; and (3C) copies 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 policies or certificates of insurance that is in compliance with all applicable requirements of the Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the LendersFlood Program; and
(vi) evidence reasonably satisfactory 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 Agent title company and does deliver such certificate to the title company to enable it to issue a title policy (1) removing all exceptions which evidence would otherwise have been raised by the Agent agrees may be in title company as a result of the form absence of a 3.1 zoning endorsement 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 reasonably determined by the Collateral Agent in writing, the cost of obtaining or perfecting a security interest is excessive in relation to the mortgagee title insurance policies referred benefit afforded to in clause (iv) above) 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 zoning 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)Lenders thereby.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Tronox LTD), Credit and Guaranty Agreement (Tronox LTD)
Real Property Collateral. Except (a) In the event that any Credit Party owns or acquires Real Property (other than any Real Property constituting Excluded Property), then such Credit Party, no later than ninety (90) days (or such longer period as may be agreed in writing by Agent in its sole discretion) after acquiring such Real Property shall take all such actions and execute and deliver, or cause to be executed and delivered, all such Mortgages, documents, instruments, agreements, opinions and certificates similar to those described in clause (b) immediately below that Agent shall reasonably request to create in favor of Agent a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in such Real Property. Agent may, in its reasonable judgment, grant extensions of time for compliance or exceptions with respect to the owned provisions of this Section 6.8 by any Credit Party. In addition to the foregoing, the applicable Credit Party shall, at the reasonable request of Agent, deliver, from time to time, to Agent such appraisals as are required by law or regulation of Real Properties identified as items 3Property with respect to which Agent has been granted a Lien.
(b) In order to create in favor of Agent, 4a valid and, 5subject to any filing and/or recording referred to herein, 6enforceable Lien on, 7 and 24 security interest in, any Real Property Collateral that is prior and superior in subpart right to any other Lien (1) of SCHEDULE 6.20(aother than Permitted Encumbrances), the Agent shall have received from Borrowers with respect to such Real Property Collateral:
(i) a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Real Property Collateral;
(ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in each state in which such Real Property is located with respect to the followingenforceability of the form of Mortgage to be recorded in such state and such other matters as Agent may reasonably request, in each case in form and substance reasonably satisfactory to Agent;
(A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Agent (each, a “Title Policy”) with respect to such Real Property, in amounts not less than the fair market value of such Real Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Agent and (B) evidence reasonably satisfactory to Agent that Borrower has paid to the title company or to the appropriate Governmental Bodies all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all applicable recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage for such Real Property Collateral in the appropriate real estate records;
(iv) a recently issued flood zone determination certificate;
(v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES");
(iivi) if an exception to the Title Policy with respect to any Real Property subject to a Mortgage would arise without such ALTA surveys, ALTA surveys of such Real Property; and
(vii) reports and other reasonable information, in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Propertyform, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form scope 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 regarding environmental matters relating 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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)Collateral.
Appears in 2 contracts
Sources: Term Loan and Security Agreement (Direct Digital Holdings, Inc.), Sixth Amendment and Waiver to Term Loan and Security Agreement (Direct Digital Holdings, Inc.)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Collateral Agent shall have received the following, (in form and substance reasonably satisfactory to the Collateral Agent:):
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, each a "MORTGAGE INSTRUMENTMortgage" and collectively the "MORTGAGE INSTRUMENTSMortgages") encumbering the fee interest and/or, to of the extent available using commercially reasonable efforts, leasehold interest of any Credit Parties in each real property asset owned by a Credit Party in each of the Real Properties designated in SCHEDULE 6.20(aset forth on Schedule 5.1(f)(i) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties"), together with such UCC-1 financing statements as the Collateral Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) in the case an opinion of each real property leasehold interest of any Credit Party constituting Mortgaged Property, counsel (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters counsel shall be in the form and substance reasonably satisfactory to the Administrative Agent) in the state in which each Mortgaged Property is located with respect to the enforceability of the form of Mortgage and sufficiency of the form of UCC-1 financing statements to be recorded or filed in such state, if applicable, and such other matters as the Collateral Agent may request, in form and substance satisfactory to the Collateral Agent;
(biii) evidence ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by a title insurer company satisfactory to the Collateral Agent (the "Title Insurance Company"), in an amount satisfactory to the Collateral Agent with respect to each Mortgaged Property, which amount shall not exceed the fair market value for each such Mortgaged Property, assuring the Collateral Agent that the applicable leaseMortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, a memorandum free and clear of lease with respect thereto, or other evidence of such lease all defects and encumbrances except Permitted Liens which Mortgage Policies shall be in form and substance reasonably satisfactory to the Agent, has been or will Collateral Agent and containing such endorsements as shall be recorded in all places reasonably satisfactory to the extent necessary or desirableCollateral Agent and for any other matters that the Collateral Agent may request, in and providing affirmative insurance and such reinsurance as the reasonable judgment Collateral Agent may request, all of the foregoing in form and substance reasonably satisfactory to the Collateral 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;.
(iiiiv) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Companythem, dated a date reasonably satisfactory to each of the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyorsurveyor 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 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 1999 with all items from Table A thereof completed1992, except for Nos. 5and, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (without limiting the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) with respect to any particular Mortgaged Property, assuring the Agent that each generality of the Mortgage Instruments creates 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 valid physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and enforceable first priority mortgage lien improvements on the applicable Mortgaged Propertysites; and (F) if the site is described as being on a filed map, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory a legend relating the survey to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedsaid map;
(v) certification from a registered engineer or land surveyor in a form reasonably satisfactory to the Collateral Agent or other evidence as acceptable to (A) whether the Collateral Agent that none of the improvements on the Mortgaged Properties are located within any Mortgaged Property is in an area designated by the Director of the Federal Emergency Management Agency as having a "special flood hazard" area or mud slide hazards (if any improvements on the Mortgaged Properties are located within a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is special flood hazard" area, evidence of 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 Consolidated Parties evidencing flood insurance policy (if such insurance is required by applicable law) from a company and in an amount satisfactory to the Collateral Agent and for the applicable portion of the premises, naming the Agent as sole loss payee on behalf Collateral Agent, for the benefit of the Lenders, as mortgagee; and
(vi) evidence reasonably satisfactory to the Collateral Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 Properties Property under such zoning designation and, if available, 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 federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.
Appears in 2 contracts
Sources: Credit Agreement (Knoll Inc), Credit Agreement (Knoll Inc)
Real Property Collateral. Except with respect Within ninety (90) days after the Closing Date (or such extended period of time as agreed to by the Collateral Agent), to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a)extent not delivered on or prior to the Closing Date, the Agent Credit Parties shall have received the following, in form and substance reasonably satisfactory deliver to the AgentCollateral Agent the following items:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") Mortgage Instruments encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each of the Real Mortgaged Properties designated in SCHEDULE 6.20(a) which are not identified set forth on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES")5.12-1;
(ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property Mortgaged Property as may be required obtained by the AgentCredit Parties using commercially reasonable efforts, which estoppel letters shall be in the form and substance reasonably satisfactory to the Collateral Agent and (bB) 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 Collateral 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 Collateral Agent (or such other Person as may be required or desired under local law) for the benefit of Lendersapplicable Secured Parties;
(iii) with a title report in respect to of each of the Real Mortgaged Properties identified set forth on Schedule 5.12-1;
(iv) Mortgage Policies assuring the Collateral Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property set forth on Schedule 5.12-1, free and clear of all defects and encumbrances except Permitted Liens and standard exceptions and exclusions from coverage (as items 2modified by the terms of any endorsements), 16which Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and shall include such endorsements as are reasonably requested by the Collateral Agent;
(v) evidence as to (A) whether any Mortgaged Property set forth on Schedule 5.12-1 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 such Mortgaged Property is a Flood Hazard Property, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) the applicable Credit Party’s written acknowledgment of SCHEDULE 6.20(a), receipt of written notification from the Collateral Agent (x) as to the fact that such Mortgaged Property is a 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 (2) copies of insurance policies or certificates of insurance of the Credit Parties evidencing flood insurance reasonably satisfactory to the Collateral Agent and naming the Collateral Agent as sole loss payee on behalf of the Secured Parties;
(vi) a legal opinion of special local counsel for the Credit Parties for each state in which any Mortgaged Property set forth on Schedule 5.12-1 is located;
(vii) maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments each owned Mortgaged Property certified to the Collateral Agent and the Title Insurance Company (hereinafter defined) issuing the policies referred to in Section 5.12-2 in a manner reasonably satisfactory to each of the Collateral Agent and the Title Insurance Company, dated a date reasonably satisfactory to each of the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be sufficient in form and content reasonably satisfactory to delete any standard printed survey exception contained in the applicable title policy Collateral Agent 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 1999 1997 with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712;
(ivviii) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear satisfactory third-party environmental reviews of all defects and encumbrances except Permitted Liensowned Mortgaged Properties set forth on Schedule 5.12-2 and, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably extent requested by the Collateral Agent and permitted by the applicable lease or landlord, all leased Mortgaged Properties set forth on Schedule 5.12-2, including, but not limited to, Phase I environmental assessments;
(ix) to the extent such endorsements are reasonably available in the jurisdictions available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties set forth on Schedule 5.12-2 are located;
(v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vix) evidence reasonably an appraisal or other valuation of each owned Mortgaged Property set forth on Schedule 5.12-2, in form and substance satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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)Collateral Agent.
Appears in 2 contracts
Sources: Credit Agreement (Rock-Tenn CO), Credit Agreement (Rock-Tenn CO)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent (including any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered):
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Real Borrowing Base Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule existing as "Excluded Properties" (each a "MORTGAGED PROPERTY" of the Closing Date and, to the extent necessary, amendments to the Mortgage Instruments reflecting changes necessitated by the execution and collectively the "MORTGAGED PROPERTIES")delivery hereof as an amendment and restatement thereof;
(ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) 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 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 only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 1997 with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712;
(iv) marked-up or pro forma updated commitments for ALTA mortgagee title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a“Mortgage Commitments”) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each of the Mortgage Instruments Instruments, as amended as of the Closing Date, creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Commitments shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Agent Administrative Agent, together with evidence of recording of the Mortgage Instruments in the land records of the proper jurisdictions and evidence of the Borrower’s payment of all premiums required to be paid as a condition to the extent issuance of policies with respect to such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedCommitments;
(v) evidence as to (A) whether any Mortgaged Borrowing Base Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any Mortgaged Borrowing Base Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Borrowing Base Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Borrowing Base 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; and;
(vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Borrowing Base Properties, and the uses of the Mortgaged Borrowing Base Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Borrowing Base Properties, the permitted uses of each such Mortgaged Borrowing Base Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks);
(vii) an updated “as-is” and “as-stabilized” appraisal of each Borrowing Base Property, each such appraisal to be in form and substance acceptable to the Administrative Agent in its discretion and from an appraiser acceptable to the Administrative Agent in its discretion; provided, that to the extent required by FIRREA, each such appraisal shall either satisfy the requirements of FIRREA or be accompanied by appraisals meeting such requirements;
(viii) an environmental site assessment with respect to each Borrowing Base Property issued not more than three (3) years prior to the date hereof showing no significant environmental conditions which have not been properly addressed through a duly approved and completed remediation (or such other resolution which has been accepted in writing by either the Administrative Agent or all applicable Governmental Authority(ies) with jurisdiction relating to the applicable property and such conditions and having authority to enforce any Environmental Laws with respect thereto) and otherwise showing conditions which are acceptable to the Administrative Agent, together with an updated property condition report with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent; and
(ix) updated evidence of insurance with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent and otherwise meeting the requirements set forth in Section 7.07 hereof and in the Mortgage Instrument executed with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party Obligor in each of the Refinery Properties, the Terminal Property and each of the other Real Properties designated in SCHEDULE 6.20(aon Schedule 9.1.19
(a) which are not identified on such Schedule as "Excluded Properties" a “Mortgaged Property” (each a "MORTGAGED PROPERTY" “Mortgaged Property” and collectively the "MORTGAGED PROPERTIES"“Mortgaged Properties”);
(ii) in the case of each real property leasehold interest of any Credit Party Obligor constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built a survey or a mortgage inspection of the sites of the real property covered by Refinery Properties, the Mortgage Instruments Terminal Property and other owned Mortgaged Properties (other than the leased Real Properties referred to in items 7 and 8 of Schedule 9.1.19(a) (the “Shoreline/Cottage Grove Properties”)), certified to the Agent and the title insurance company issuing the policies referred to in Section 6.1(d)(iv) (the “Title Insurance Company (hereinafter definedCompany”) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located[Reserved];
(v) 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"“Flood Hazard Property”) and (B) if any such 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 Obligor ‘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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties (other than the Shoreline/Cottage Grove Properties), and the uses of the Mortgaged PropertiesProperty, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning 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).
Appears in 1 contract
Sources: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Real Property Collateral. Except with respect The Borrower will within sixty (60) days ------------------------ after the Agent's request, which request the Agent may make at any time in its sole discretion, deliver to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Agent shall have received the followingAgent, in form and substance reasonably satisfactory to the Agent:
(i) for each fee interest having a market value greater than $1,000,000 or leasehold interest having an annual rent of $150,000 or more of any Consolidated Party in a real property asset, a fully executed and notarized mortgagesmortgage, deeds deed of trust or deeds deed to secure debt in substantially the form attached hereto as Exhibit M (each, as the same may be amended, --------- modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage -------- Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the such ---------- -------------------- fee interest and/or, to the extent available using commercially reasonable efforts, or leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and ------------------ collectively the "MORTGAGED PROPERTIESMortgaged Properties"); --------------------
(ii) for each real property encumbered by a Mortgage Instrument, a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties;
(iiiii) in the case of each Mortgaged Property, (A) maps or plats of an as-built survey of the sites of the real property covered by the Mortgaged Instruments, (B) title insurance policies, (C) flood hazard insurance, (D) evidence of zoning and (E) any other document, certificate or report requested by the Agent, in its reasonable discretion; and
(iv) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Propertyencumbered by a Mortgage Instrument, (a) such estoppel letters, consents and waivers from to the landlords on such real property as may be required extent permitted by the Agentapplicable lease, which estoppel letters shall be in the 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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)Secured Parties.
Appears in 1 contract
Real Property Collateral. Except (a) In the event that any Credit Party owns or acquires Real Property (other than any Real Property constituting Excluded Property), then such Credit Party, no later than ninety (90) days (or such longer period as may be agreed in writing by Agent in its sole discretion) after acquiring such Real Property shall take all such actions and execute and deliver, or cause to be executed and delivered, all such Mortgages, documents, instruments, agreements, opinions and certificates similar to those described in clause (b) immediately below that Agent shall reasonably request to create in favor of Agent a valid and, subject to any filing and/or recording referred to herein, enforceable Lien on, and security interest in such Real Property. Agent may, in its reasonable judgment, grant extensions of time for compliance or exceptions with respect to the owned provisions of this Section 6.8 by any Credit Party. In addition to the foregoing, the applicable Credit Party shall, at the reasonable request of Agent, deliver, from time to time, to Agent such appraisals as are required by law or regulation of Real Properties identified as items 3Property with respect to which Agent has been granted a Lien.
(b) In order to create in favor of Agent, 4a valid and, 5subject to any filing and/or recording referred to herein, 6enforceable Lien on, 7 and 24 security interest in, any Real Property Collateral that is prior and superior in subpart right to any other Lien (1) of SCHEDULE 6.20(aother than Permitted Encumbrances), the Agent shall have received from Borrowers with respect to such Real Property Collateral:
(i) a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering such Real Property Collateral;
(ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in each state in which such Real Property is located with respect to the followingenforceability of the form of Mortgage to be recorded in such state and such other matters as Agent may reasonably request, in each case in form and substance reasonably satisfactory to Agent;
(iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Agent (each, a “Title Policy”) with respect to such Real Property, in amounts not less than the fair market value of such Real Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Agent and (B) evidence reasonably satisfactory to Agent that Bo▇▇▇▇▇▇ ▇as paid to the title company or to the appropriate Governmental Bodies all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all applicable recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage for such Real Property Collateral in the appropriate real estate records;
(iv) a recently issued flood zone determination certificate;
(v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES");
(iivi) if an exception to the Title Policy with respect to any Real Property subject to a Mortgage would arise without such ALTA surveys, ALTA surveys of such Real Property; and
(vii) reports and other reasonable information, in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Propertyform, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the form scope 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 regarding environmental matters relating 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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)Collateral.
Appears in 1 contract
Sources: Term Loan and Security Agreement (Direct Digital Holdings, Inc.)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent (including any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered):
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Real Borrowing Base Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule existing as "Excluded Properties" (each a "MORTGAGED PROPERTY" of the Closing Date and, to the extent necessary, amendments to the Mortgage Instruments reflecting changes necessitated by the execution and collectively the "MORTGAGED PROPERTIES")delivery hereof as an amendment and restatement thereof;
(ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) 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 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 only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 1997 with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712;
(iv) marked-up or pro forma updated commitments for ALTA mortgagee title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a“Mortgage Commitments”) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each of the Mortgage Instruments Instruments, as amended as of the Closing Date, creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Commitments shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Agent Administrative Agent, together with evidence of recording of the Mortgage Instruments in the land records of the proper jurisdictions and evidence of the Borrower’s payment of all premiums required to be paid as a condition to the extent issuance of policies with respect to such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedCommitments;
(v) evidence as to (A) whether any Mortgaged Borrowing Base Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any Mortgaged Borrowing Base Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Borrowing Base Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Borrowing Base 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 Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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).
Appears in 1 contract
Sources: Amendment No. 1 and Joinder Agreement (Ryman Hospitality Properties, Inc.)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, 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, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each of the Real Properties real property asset designated in SCHEDULE 6.20(aSchedule 5.1(e) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties");
(ii) except in respect of the Mortgaged Properties described in items (7) through (10) on Schedule 5.1(e), a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties;
(iii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged PropertyProperty (except in respect of the Mortgaged Properties described in items (7) through (10) on Schedule 5.1(e)), (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative 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 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;
(iiiiv) with except in respect to each of the Real Mortgaged Properties identified as described in items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 (7) through (10) on subpart (1) of SCHEDULE 6.20(aSchedule 5.1(e), maps or plats of an as-built 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 policy referred to in Section 5.1(e)(v) (the "Title Insurance Company (hereinafter definedCompany") in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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).to
Appears in 1 contract
Real Property Collateral. Except with respect The Borrower will within sixty (60) days after the Administrative Agent's request, which request the Administrative Agent may make at any time in its sole discretion, either (x) prior to the owned Real Properties identified as items 3issuance of the Senior Notes, 4upon the occurrence of a Default, 5(y) after the issuance of the Senior Notes, 6upon the occurrence of a Default or (y) in the event the Senior Notes are not issued, 7 and 24 in subpart (1) upon an Event of SCHEDULE 6.20(a)Default, to the Agent shall have received extent not cured or waived, deliver to the followingAdministrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:
(ia) for each fee interest or leasehold interest of any Consolidated Party in a real property asset, or in the case of subclause (y) above, each fee interest of any Consolidated Party in a real property asset with an appraised value in excess of $250,000, it being understood that the Borrower shall deliver, at the Borrowers expense, a appraisal of any such real property reasonably requested by the Administrative Agent, a fully executed and notarized mortgagesmortgage, deeds deed of trust or deeds deed to secure debt in substantially the form agreed by the Borrower and the Administrative Agent within 15 days after such request by the Administrative Agent (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the such fee interest and/or, to the extent available using commercially reasonable efforts, or leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES");
(b) for each real property encumbered by a Mortgage Instrument, a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties;
(c) in the case of each Mortgaged Property, (i) maps or plats of an as-built survey of the sites of the real property covered by the Mortgaged Instruments, (ii) title insurance policies, (iii) flood hazard insurance, (iv) evidence of zoning and (v) any other document, certificate or report requested by the Administrative Agent, in its reasonable discretion; and
(d) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Propertyencumbered by a Mortgage Instrument, (a) such estoppel letters, consents and waivers from to the landlords on such real property as may be required extent permitted by the Agentapplicable lease, which estoppel letters shall be in the 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 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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)Secured Parties.
Appears in 1 contract
Sources: Credit Agreement (Flo Fill Co Inc)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form ------------------------ and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" ------------------- and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee -------- interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each real property asset designated in Schedule 3.19
(ii) a title report obtained by the Credit Parties in respect of each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Mortgaged Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES");
(iiiii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANYMortgage Policies") ), in amounts not less ----------------- than the respective amounts designated in SCHEDULE 6.20Schedule 3.19
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include provide for affirmative insurance and such endorsements reinsurance as are reasonably requested by the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedAgent;
(v) 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 PROPERTYFlood 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 Consolidated Parties Borrower and its Subsidiaries evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders;
(vi) 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; and
(vivii) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 Properties under such zoning designation and, if available, 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 federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.
Appears in 1 contract
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent:
(i) with respect to the real property described on Schedule 6.20(a) (the "Mortgaged Property"), a fully executed and notarized mortgages, deeds of trust or deeds to secure debt mortgage (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering (A) the fee interest and/orof the IDB Authority (which Mortgage Instrument shall include an assignment of all leases, rents and profits in respect of the Mortgaged Property and separate assignment of leases, rents and profits from the IDB Authority to the extent available using commercially reasonable effortsAgent, in recordable form) and (B) the leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES")Borrower;
(ii) a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties;
(iii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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;
(iiiiv) with respect except as otherwise indicated on Schedule 6.20, the Agent shall have received, and the title insurance company issuing the policy referred to each of in Section 5.1(e)(v) (the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1"Title Insurance Company") of SCHEDULE 6.20(a)shall have received, maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, which maps or plats and the surveys on which they are based shall be made in accordance with standards that enable the Title Insurance Company to issue the policies referred to in Section 5.1(e)(v) below without exception for "Survey matters", except for matters as are reasonably acceptable to the Agent;
(v) ALTA mortgagee title insurance policies issued by Lawyers Title Insurance Corporation (the "Mortgage Policies"), in amounts not less than the respective amounts designated in Schedule 6.20
(a) 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, 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;
(vi) except as otherwise indicated on Schedule 6.20, evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether (a) any Mortgaged Property (a "Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (b) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program;
(vii) if there are any Flood Hazard Properties, a Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the existence of each such 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;
(viii) except as otherwise indicated on Schedule 6.20, if there are 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 1999 with 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 items 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 Table A thereof completeda 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, except for Nos. 5, 12 and 17;a legend relating the survey to said map; and
(ivix) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably evidence satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning should include the zoning designation made for each of the Mortgaged Propertieslaws, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress regulations and building setbacks)ordinances.
Appears in 1 contract
Sources: Credit Agreement (Simcala Inc)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, 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, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/orin the properties listed in SCHEDULE 3.19(a) as properties owned by the Credit Parties and, to the extent available using commercially reasonable effortsrequired by the Administrative Agent, subject to the terms of the subject leases and consent of the respective landlords thereto, the leasehold interest of any Credit Party in each the properties listed in SCHEDULE 3.19(a) as properties that are warehouses, plants or other real properties material to the conduct of the Real Properties designated in SCHEDULE 6.20(a) which Credit Parties' business and are not identified on such Schedule as "Excluded Properties" leased by the Credit Parties (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES");
(ii) a title report in the case respect of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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 LendersMortgaged Properties;
(iii) with respect to each Mortgaged Property, a marked-up commitment to issue an ALTA mortgagee title insurance policy (each a "MORTGAGE POLICY" and collectively, the "MORTGAGE POLICIES") issued by a nationally-recognized title insurance company (the "TITLE INSURANCE COMPANY") reasonably acceptable to the Administrative Agent, in an amount satisfactory to the Administrative Agent (but, in any event, not in excess of the Real Properties identified approximated fair market value of the 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 be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as items 2the Administrative Agent may reasonably request, 16all 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, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) to the extent required by law, the applicable Credit Party's written acknowledgment of SCHEDULE 6.20(a), 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 (2) 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 property covered by the Mortgage Instruments material Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Companythem, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyorsurveyor 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 1999 with 1992, and, without limiting the generality of the foregoing, there shall be surveyed and 72 shown on such maps, plats or surveys the following: (A) the locations on such sites of all items 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 Table A thereof completeda 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, except for Nos. 5, 12 and 17a legend relating the survey to said map;
(ivvi) ALTA mortgagee title insurance policies issued satisfactory environmental reviews of all manufacturing facilities and all other material real property in the United States owned by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") 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 amounts not less than favor of the respective amounts designated in SCHEDULE 6.20Lenders;
(avii) with respect to any particular Mortgaged Property, assuring the Agent that each opinions 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 policies shall otherwise be in form and substance reasonably satisfactory counsel to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions Credit Parties for each jurisdiction in which the Mortgaged Properties are located;
(v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(viviii) evidence reasonably satisfactory to the Agent (which evidence extent required by the Agent agrees may be in the form Title Insurance Company for issuance of a 3.1 zoning endorsement to a Mortgage Policy for any Mortgaged Property, zoning letters from the mortgagee title insurance policies referred to municipality or other Governmental Authority for the jurisdiction in clause (iv) above) that each of which 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 zoning 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)Property is located.
Appears in 1 contract
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent (excluding any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered):
(i) if required by the Administrative Agent, fully executed and notarized amendments to the Mortgage Instruments (each, a “Mortgage Modification” and collectively the “Mortgage Modifications”) reflecting changes necessitated by the execution and delivery hereof as an amendment and/or restatement of the mortgages, deeds of trust or deeds to secure debt (each, as amended by the same may be Mortgage Modifications, and as heretofore or hereafter further amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS") “Mortgage Instruments”), encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Real Borrowing Base Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule existing as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively of the "MORTGAGED PROPERTIES")Closing Date; and;
(ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) 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 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 only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 Surveys, jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 1997, with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712;
(iv) ALTA mortgagee if available in the applicable state where such Borrowing Base Property is located, and if required by the Administrative Agent, modification endorsements to each existing loan policy of title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a“Title Policy Endorsements”) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each the lien of the Mortgage Instruments creates Instruments, from and after the Closing Date, shall continue to be a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Title Policy Endorsements shall otherwise be in form and substance reasonably satisfactory to the Agent Administrative Agent, together with evidence of recording of the Mortgage Modifications in the land records of the proper jurisdictions and shall include such endorsements evidence of the Borrower’s payment of all premiums required to be paid as are reasonably requested by the Agent a condition to the extent issuance of such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedTitle Policy Endorsements;
(v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and[intentionally omitted];
(vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Borrowing Base Properties, and the uses of the Mortgaged Borrowing Base Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Borrowing Base Properties, the permitted uses of each such Mortgaged Borrowing Base Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks);
(vii) an updated “as-is” and “as-stabilized” appraisal of each Borrowing Base Property, each such appraisal to be in form and substance acceptable to the Administrative Agent in its discretion and from an appraiser acceptable to the Administrative Agent in its discretion; provided, that to the extent required by FIRREA, each such appraisal shall either satisfy the requirements of FIRREA or be accompanied by appraisals meeting such requirements; and
(viii) updated evidence of insurance with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent and otherwise meeting the requirements set forth in Section 7.07 hereof and in the Mortgage Instrument executed with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Ryman Hospitality Properties, Inc.)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent (excluding any of the following delivered in connection with or under the Existing Credit Agreement with respect to any applicable Collateral, the further delivery of which would, in the judgment of the Administrative Agent:, be redundant or duplicative of such items previously delivered):
(i) if required by the Administrative Agent, fully executed and notarized amendments to the Mortgage Instruments (each, a “Mortgage Modification” and collectively the “Mortgage Modifications”) reflecting changes necessitated by the execution and delivery hereof as an amendment and/or restatement of the mortgages, deeds of trust or deeds to secure debt (each, as amended by the same may be Mortgage Modifications, and as heretofore or hereafter further amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS") “Mortgage Instruments”), encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party (and, in the case of the Borrowing Base Property known as the G▇▇▇▇▇▇ Opryland (as described on Schedule 1.01(b)), the IDB’s fee interest in such Borrowing Base Property) in each of the Real Borrowing Base Properties designated in SCHEDULE 6.20(a) which are existing as of the Closing Date (provided, however, that Borrower shall not identified be required to deliver a Mortgage Modification with respect to the Borrowing Base Property known as the G▇▇▇▇▇▇ National (as described on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES"1.01(b)); and;
(ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) 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 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 only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 Surveys, jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999 1997, with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712;
(iv) ALTA mortgagee if available in the applicable state where such Borrowing Base Property is located, and if required by the Administrative Agent, modification endorsements to each existing loan policy of title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a“Title Policy Endorsements”) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each the lien of the Mortgage Instruments creates Instruments, from and after the Closing Date, shall continue to be a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Title Policy Endorsements shall otherwise be in form and substance reasonably satisfactory to the Agent Administrative Agent, together with evidence of recording of the Mortgage Modifications in the land records of the proper jurisdictions and shall include such endorsements evidence of the Borrower’s payment of all premiums required to be paid as are reasonably requested by the Agent a condition to the extent issuance of such endorsements are reasonably available in Title Policy Endorsements (provided, however, that Borrower shall not be required to deliver Title Policy Endorsements with respect to the jurisdictions in which Borrowing Base Properties known as the Mortgaged Properties are locatedG▇▇▇▇▇▇ National and the G▇▇▇▇▇▇ Texan (as each is described on Schedule 1.01(b));
(v) evidence as to (A) whether any Mortgaged Borrowing Base Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any Mortgaged Borrowing Base Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Borrowing Base Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Borrowing Base 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; and.
(vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Borrowing Base Properties, and the uses of the Mortgaged Borrowing Base Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Borrowing Base Properties, the permitted uses of each such Mortgaged Borrowing Base Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks);
(vii) an updated “as-is” and “as-stabilized” appraisal of each Borrowing Base Property, each such appraisal to be in form and substance acceptable to the Administrative Agent in its discretion and from an appraiser acceptable to the Administrative Agent in its discretion; provided, that to the extent required by FIRREA, each such appraisal shall either satisfy the requirements of FIRREA or be accompanied by appraisals meeting such requirements; and
(viii) updated evidence of insurance with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent and otherwise meeting the requirements set forth in Section 7.07 hereof and in the Mortgage Instrument executed with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Ryman Hospitality Properties, Inc.)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, 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, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Real Borrowing Base Properties designated existing as of the Closing Date and, to the extent necessary, amendments to the Mortgage Instruments filed in SCHEDULE 6.20(a) which are not identified on such Schedule connection with the Existing Credit Agreement reflecting changes necessitated by the execution and delivery hereof as "Excluded Properties" (each a "MORTGAGED PROPERTY" an amendment and collectively the "MORTGAGED PROPERTIES")restatement thereof;
(ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) 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 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 only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Administrative Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 1997 with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712;
(iv) marked-up or pro forma updated commitments for ALTA mortgagee title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a“Mortgage Commitments”) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each of the Mortgage Instruments Instruments, as amended as of the Closing Date, creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Commitments shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Agent Administrative Agent, together with evidence of recording of the Mortgage Instruments in the land records of the proper jurisdictions and evidence of the Borrower’s payment of all premiums required to be paid as a condition to the extent issuance of policies with respect to such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedCommitments;
(v) evidence as to (A) whether any Mortgaged Borrowing Base Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTY"“Flood Hazard Property”) and (B) if any Mortgaged Borrowing Base Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Borrowing Base Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's ’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Borrowing Base 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; and;
(vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Borrowing Base Properties, and the uses of the Mortgaged Borrowing Base Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Borrowing Base Properties, the permitted uses of each such Mortgaged Borrowing Base Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks);
(vii) an “as-is” appraisal of each Borrowing Base Property (other than G▇▇▇▇▇▇ National, for which “as completed” and “as stabilized” appraisals shall be required) in form and substance acceptable to the Administrative Agent in its discretion and from an appraiser acceptable to the Administrative Agent in its discretion; provided, that to the extent required by FIRREA, such appraisals shall either satisfy the requirements of FIRREA or be accompanied by appraisals meeting such requirements;
(viii) an environmental site assessment with respect to each Borrowing Base Property issued not more than three (3) years prior to the date hereof showing no significant environmental conditions which have not been properly addressed through a duly approved and completed remediation (or such other resolution which has been accepted in writing by either the Administrative Agent or all applicable Governmental Authority(ies) with jurisdiction relating to the applicable property and such conditions and having authority to enforce any Environmental Laws with respect thereto) and otherwise showing conditions which are acceptable to the Administrative Agent, together with a property condition report with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent; and
(ix) evidence of insurance with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent and otherwise meeting the requirements set forth in Section 7.07 hereof and in the Mortgage Instrument executed with respect thereto.
Appears in 1 contract
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE "Excluded Property" on Schedule 6.20(a), the Administrative Agent shall have received the following, 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, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE Schedule 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES");
(ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 [ ] on subpart (1) of SCHEDULE Schedule 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, which maps or plats and the surveys on which they are based based, together with any related survey affidavits, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17policy;
(iviii) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE Schedule 6.20
(a) with respect to any particular 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 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 to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;; and
(viv) 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 Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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).
Appears in 1 contract
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, 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, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Refinery Properties, the Terminal Property and each of the other Real Properties designated in SCHEDULE 6.20(aon Schedule 6.19(a) which are not identified on such Schedule as "Excluded Properties" a “Mortgaged Property” (each a "MORTGAGED PROPERTY" “Mortgaged Property” and collectively the "MORTGAGED PROPERTIES"“Mortgaged Properties”);
(ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative 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 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built a survey or a mortgage inspection of the sites of the real property covered by Refinery Properties, the Mortgage Instruments Terminal Property and the other owned Mortgaged Properties 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 (hereinafter definedCompany”) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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"“Flood Hazard Property”) and (B) if any such 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 Loan Party's ’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; and
(viv) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties (other than the leased Real Properties referred to in items 7 and 8 of Schedule 6.19(a) (the “Shoreline/Cottage Grove 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 zoning 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).
Appears in 1 contract
Sources: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each of the Real Properties real property asset designated in SCHEDULE Schedule 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties");
(ii) a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties;
(iii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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;
(iiiiv) with respect the Agent shall have received, and the title insurance company issuing the policy referred to each of in Section 5.1(e)(v) (the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1"Title Insurance Company") of SCHEDULE 6.20(a)shall have received, maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, which maps or plats and the surveys on which they are based shall be made in accordance with standards that enable the Title Insurance Company to issue the policies referred to in Section 5.1(g)(v) below without exception for "Survey matters", except for matters as are reasonably acceptable to the Agent;
(v) ALTA mortgagee title insurance policies issued by Lawyers Title Insurance Corporation (the "Mortgage Policies"), in amounts not less than the respective amounts designated in Schedule 6.20
(a) 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, 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;
(vi) evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether (a) any Mortgaged Property (a "Flood Hazard Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (b) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program;
(vii) if there are any Flood Hazard Properties, a Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the existence of each such 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;
(viii) 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 1999 with 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 items 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 Table A thereof completeda 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, except for Nos. 5, 12 and 17;a legend relating the survey to said map; and
(ivix) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably evidence satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 Properties under such zoning designation and, if available, 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 federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.
Appears in 1 contract
Real Property Collateral. Except As promptly as practicable, and in any event, not later than 30 days after the date of acquisition (or such later date as the Collateral Agent shall agree) of any fee interest in real property having a value (together with improvements thereof) in excess of $1,000,000 (unless, in each case, the subject property is already mortgaged to a third party to the extent permitted by Section 6.02, in which case compliance with the provisions of this Section 5.13 with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(asuch real property shall be required within 30 days after such third party’s mortgage is terminated), (i) execute and deliver a Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, which Mortgage shall be first priority subject to any prior Liens permitted under Section 6.02, (ii) if requested by the Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent shall have received in connection with such Mortgage, each of the following, foregoing in form and substance reasonably satisfactory to the Collateral Agent:
, (iiii) fully executed and notarized mortgagesif reasonably requested by the Collateral Agent, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, deliver to the extent available using commercially reasonable effortsCollateral Agent legal opinions relating to the matters described above, leasehold interest of which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent and (iv) if any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES");
(ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords improvement on such real property as may be required by the Agent, which estoppel letters shall be in the 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) evidence as to (A) whether any Mortgaged Property is in an area designated identified by the Federal Emergency Management Agency (or any successor agency) as having a 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 hazard area with respect to which such Mortgaged Property is located is participating in flood insurance has been made available under the National Flood Insurance ProgramAct of 1968 (as now or hereafter in effect or successor act thereto), then (x) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (y) deliver to the Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Collateral Agent. In the event the Specified Real Property remains a Material Real Property on or after June 30, 2015, the Borrower agrees to promptly (but in no event later than July 15, 2015) deliver those documents set forth in clauses (i), (2ii), (iii) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Propertiesproceeding sentence to the Collateral Agent, and to the uses extent requested by the Collateral Agent (at the direction of the Mortgaged PropertiesRequired Lenders), are in compliance in all material respects with all applicable zoning laws (as 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 Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks)case may be.
Appears in 1 contract
Sources: Term Loan Agreement (Sportsman's Warehouse Holdings, Inc.)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Agent The Trustee shall have received the followingreceived, in form and substance reasonably satisfactory to the AgentTrustee:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt, or, as applicable, modifications and amendments of existing mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each of the Real Properties real property asset designated in SCHEDULE Schedule 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties");
(ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies (or endorsements and update of existing policies in favor of the Trustee) issued by Chicago Title Insurance Company title companies applicable to the Trustee (the "TITLE INSURANCE COMPANYMortgage Policies") ), in amounts not less than the respective amounts designated in SCHEDULE Schedule 6.20
(a) with respect to any particular Mortgaged Property, assuring the Agent Trustee 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 policies Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Agent Trustee and shall include provide for affirmative insurance and such endorsements reinsurance as are the Trustee may reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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 Propertyrequest, (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 all of the Consolidated Parties evidencing flood insurance satisfactory to the Agent foregoing in form and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence substance reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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).Trustee;
Appears in 1 contract
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, 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, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, or leasehold interest of any Credit Loan Party in each of the Real Properties designated in SCHEDULE Schedule 6.20(a) which are not identified on such Schedule as a "Excluded PropertiesMortgaged Property" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties");
(ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative 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 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 Specified 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built existing boundary survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent prepared by an independent professional licensed land surveyor and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the 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 surveyortitle 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17policy;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANYMortgage Policies") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) with respect to any particular 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 Specified Permitted Liens, which policies 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 to the extent such endorsements and are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedapplicable jurisdictions;
(v) 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 PROPERTYFlood 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 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; and
(vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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); a zoning endorsement to the Mortgage Policies shall be deemed to satisfy this requirement.
Appears in 1 contract
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form ------------------------ and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" ------------------- and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee -------- interest and/or, to the extent available using commercially reasonable efforts, and/or ground leasehold interest of any Credit Party in each of the Real Properties real property asset designated as a fee interest or ground lease in SCHEDULE 6.20(aSchedule 3.19
(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the ---------------- ------------------ "MORTGAGED PROPERTIESMortgaged Properties"); --------------------
(ii) a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties;
(iiiii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANYMortgage Policies") ), in amounts not less ----------------- than the respective amounts designated in SCHEDULE 6.20Schedule 3.19
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include provide for affirmative insurance and such endorsements reinsurance as are reasonably requested by the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedAgent;
(v) 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 PROPERTYFlood 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 Consolidated Parties Borrower and its Subsidiaries evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders;
(vi) 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; and
(vivii) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 Properties under such zoning designation and, if available, 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 federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.
Appears in 1 contract
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent:
(i) to the extent not previously received by the Agent, fully executed and notarized mortgages, deeds of trust or deeds to secure debt in registerable form (each, as the same may be amended, modified, restated or supplemented from time to time, each a "MORTGAGE INSTRUMENTMortgage" and collectively the "MORTGAGE INSTRUMENTSMortgages") ), or modifications of such Mortgages delivered in connection with the Original Credit Agreement, in each case encumbering the fee interest and/or(whether legal, to equitable or otherwise) of the extent available using commercially reasonable efforts, leasehold interest Credit Parties in each real property asset owned in fee simple (or the equivalent form of any title under applicable law) by a Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties"), together with such UCC-1 or UCC-3 financing statements (or equivalent instruments) as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) in to the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required extent not previously received by the Agent, a fully executed collateral assignment of leasehold interest (the "Collateral Assignment of Leasehold Interest"), or modifications of such Collateral Assignments of Leasehold Interests delivered in connection with the Original Credit Agreement, assigning to the Agent and granting the Agent a security interest in the leasehold interest of the Credit Parties in each real property asset leased by a Credit Party (each a "Leasehold Property" and collectively the "Leasehold Properties"), except to the extent the applicable lease prohibits such assignment and security interest and the landlord thereunder has not waived or consented to the same;
(iii) an opinion of counsel (which estoppel letters counsel shall be satisfactory to the Agent) in the state in which each Real Property is located with respect to the enforceability of the form of Mortgage or the Collateral Assignment of Leasehold Interests (or the modification thereto, as applicable), as applicable, and sufficiency of the form of UCC-1 and/or UCC-3 financing statements (or equivalent instruments) to be recorded or filed in such state and such other matters as the Agent may request, in form and substance satisfactory to the Agent;
(iv) ALTA mortgagee title insurance policies (the "Mortgage Policies") issued by Chicago Title Insurance Company (the "Title Insurance Company") or sufficient endorsements to existing title insurance policies issued by the Title Insurance Company, in amounts satisfactory to the Agent with respect to all Mortgaged Properties, assuring the Agent that the applicable Mortgages create valid and enforceable mortgage liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies and endorsements to existing title insurance policies shall be in the form and substance reasonably satisfactory to the Agent and (b) evidence containing such endorsements as shall be satisfactory to the Agent and for any other matters that the applicable leaseAgent may request, a memorandum and shall provide for affirmative insurance and such reinsurance as the Agent may request, all of lease with respect thereto, or other evidence of such lease the foregoing in form and substance reasonably satisfactory to the Agent, has been or will be recorded in all places ; and
(v) to the extent necessary or desirable, in the reasonable judgment of not previously delivered to 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments Real Properties certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent and the Title Insurance Companythem, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyorsurveyor 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 1999 with 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 items 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 Table A thereof completeda 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, except for Nos. 5, 12 and 17a legend relating the survey to said map;
(ivvi) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (to the "TITLE INSURANCE COMPANY") extent not previously delivered to the Agent, zoning letters from appropriate authorities in amounts not less than form and substance acceptable to the respective amounts designated in SCHEDULE 6.20
(a) with respect Agent or other evidence satisfactory 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Real Properties, and the uses of the Mortgaged Real Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning should include laws, including the zoning designation made for each of the Mortgaged Real Properties, the permitted uses of each such Mortgaged Real Properties under such zoning designation and, if available, and zoning requirements as to parking, lot size, ingress, egress and building setbacks);
(vii) to the extent not previously delivered to the Agent, certification from 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 Properties located within the United States 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 the 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;
(viii) to the extent not previously delivered to the Agent, with respect to the Mortgaged Properties located in Bridgeview, Illinois and Troy, Ohio, a fully executed and notarized modification of the existing mortgage or deed of trust in favor of the issuer of the applicable letter of credit securing the bond financing on such property, in form and substance acceptable to the Agent, which amends and modifies such mortgage or deed of trust to secure, among other things, the obligations of the Credit Parties under this Agreement; and
(ix) to the extent not previously delivered to the Agent, with respect to the Mortgaged Property located in Grove City, Pennsylvania, (A) such estoppel letters, consents and waivers from the owner of such Mortgaged Property and the holder of any existing mortgage or deed of trust on such Mortgaged Property, as may be reasonably required by the Agent, which estoppel letters shall be in form and substance reasonably satisfactory to the Agent and (B) evidence that the installment sale contract pursuant to which IPC, Inc.'s interest in such Mortgaged Property is derived or a memorandum of such contract with respect thereto, or other evidence of such contract in 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 Mortgage encumbering such Mortgaged Property to effectively create a valid and enforceable lien (subject only to Permitted Liens) on IPC, Inc.'s rights and interests in such Mortgaged Property in favor of the Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders.
Appears in 1 contract
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, 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, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Real Borrowing Base Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule existing as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively of the "MORTGAGED PROPERTIES")Closing Date;
(ii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged a Borrowing Base Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) 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 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 only to Permitted LiensLiens acceptable to the Administrative Agent, in its discretion) 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built ALTA (or other form acceptable to the Administrative Agent in its discretion) survey of the sites of the real property covered by the Mortgage Instruments certified to the Administrative Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 1997 with all items from Table A thereof completed, except for Nos. 5, 12 5 and 1712;
(iv) marked-up or pro forma commitments for ALTA mortgagee title insurance policies issued by Chicago the Title Insurance Company (the "TITLE INSURANCE COMPANYMortgage Commitments") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) with respect to any particular Mortgaged each Borrowing Base Property, assuring the Administrative Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Borrowing Base Property, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Commitments shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Agent Administrative Agent, together with evidence of recording of the Mortgage Instruments in the land records of the proper jurisdictions and evidence of the Borrower's payment of all premiums required to be paid as a condition to the extent issuance of policies with respect to such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedCommitments;
(v) evidence as to (A) whether any Mortgaged Borrowing Base Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "FLOOD HAZARD PROPERTYFlood Hazard Property") and (B) if any Mortgaged Borrowing Base Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Borrowing Base Property is located is participating in the National Flood Insurance Program, (2) the applicable Credit Loan Party's written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Borrowing Base 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; and;
(vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Borrowing Base Properties, and the uses of the Mortgaged Borrowing Base Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning which should include the zoning designation made for each of the Mortgaged Borrowing Base Properties, the permitted uses of each such Mortgaged Borrowing Base Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks);
(vii) an "as-is" appraisal of each Borrowing Base Property (other than ▇▇▇▇▇▇▇ National, for which "as completed" and "as stabilized" appraisals shall be required) in form and substance acceptable to the Administrative Agent in its discretion and from an appraiser acceptable to the Administrative Agent in its discretion; provided, that to the extent required by FIRREA, such appraisals shall either satisfy the requirements of FIRREA or be accompanied by appraisals meeting such requirements;
(viii) a recent environmental site assessment with respect to each Borrowing Base Property showing no significant environmental conditions which have not been properly addressed through a duly approved and completed remediation (or such other resolution which has been accepted in writing by either the Administrative Agent or all applicable Governmental Authority(ies) with jurisdiction relating to the applicable property and such conditions and having authority to enforce any Environmental Laws with respect thereto) and otherwise showing conditions which are acceptable to the Administrative Agent, together with a property condition report with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent; and
(ix) evidence of insurance with respect to each Borrowing Base Property in form and substance acceptable to the Administrative Agent and otherwise meeting the requirements set forth in Section 7.07 hereof and in the Mortgage Instrument executed with respect thereto.
Appears in 1 contract
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, 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, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" “Mortgage Instrument” and collectively the "MORTGAGE INSTRUMENTS"“Mortgage Instruments”) encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Loan Party in each of the Refinery Properties, the Terminal Property and each of the other Real Properties designated in SCHEDULE 6.20(aon Schedule 6.19(a) which are not identified on such Schedule as "Excluded Properties" a “Mortgaged Property” (each a "MORTGAGED PROPERTY" “Mortgaged Property” and collectively the "MORTGAGED PROPERTIES"“Mortgaged Properties”);
(ii) ALTA mortgagee title insurance policies issued by S▇▇▇▇▇▇ Title Guaranty Company (or the equivalent) (or such other title company as shall be acceptable to the Administrative Agent in its sole discretion) (the “Mortgage Policies”) with respect to each of the Mortgaged Properties (other than (i) the Mortgaged Property located in K▇▇▇▇ City, Pennsylvania (which shall be delivered as provided in Section 7.14(d)) and the Shoreline/Cottage Grove Properties), 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 and shall include such endorsements as are reasonably requested by the Administrative Agent;
(iii) in the case of each real property leasehold interest of any Credit Loan Party constituting Mortgaged Property, (aA) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative Agent and (bB) 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 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;
(iiiiv) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built a survey or a mortgage inspection of the sites of the real property covered by Refinery Properties, the Mortgage Instruments Terminal Property and the other owned Mortgaged Properties certified to the Administrative Agent and the title insurance company issuing the policies (other than the Mortgaged Properties known as 3125 and 3▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Louisiana) referred to in Section 5.01(f)(ii) (the “Title Insurance Company (hereinafter definedCompany”) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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"“Flood Hazard Property”) and (B) if any such 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 Loan Party's ’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; and
(vi) evidence reasonably satisfactory to the Administrative Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Properties (other than the leased Real Properties referred to in items 7 and 8 of Schedule 6.19(a) (the “Shoreline/Cottage Grove Properties”) and in item 10 of Schedule 6.19(a), and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to zoning 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).
Appears in 1 contract
Sources: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Real Property Collateral. Except with respect Within 60 days after the Closing Date, Borrower shall, and shall cause its Subsidiaries to, deliver to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Agent shall have received the following, in form and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt Mortgages (each, as the same may be amended, modified, restated or supplemented from time to time, a each an "MORTGAGE INSTRUMENTInitial Mortgage" and collectively the "MORTGAGE INSTRUMENTSInitial Mortgages") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, or leasehold interest of any Credit the applicable Loan Party in each Fee Property or Material Leasehold designated in 121 Schedule 5.5 annexed hereto, provided that, with respect to each Material Leasehold, the applicable Loan Party shall use its reasonable best efforts to deliver any landlord or other third party consents, memoranda of lease or other documents necessary to encumber such Material Leasehold (together with a fully executed and notarized Mortgage) within the 60-day period described above and if, after using reasonable best efforts, the Loan Party is unable to deliver all of the Real Properties designated in SCHEDULE 6.20(anecessary consents, at the request of Agent, the Loan Party shall use its reasonable best efforts to deliver the necessary consents, memoranda of lease or other documents (together with fully executed and notarized Mortgages), for such Material Leases as Agent shall designate, within 90 days (or such longer period as Agent may determine from time to time) which are not identified on such Schedule as "Excluded Properties" after the expiration of the 60-day period described above (each a an "MORTGAGED PROPERTYInitially Mortgaged Property" and collectively the "MORTGAGED PROPERTIESInitially Mortgaged Properties");
(ii) with respect to Initially Mortgaged Properties located in the case United States only, an opinion of each real property leasehold interest of any Credit Party constituting Mortgaged Property, counsel (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters counsel shall be in the form and substance reasonably satisfactory to the Agent and (bAgent) evidence that the applicable lease, a memorandum of lease in each state in which an Initial Mortgaged Property is located with respect theretoto the enforceability of the form of Initial Mortgage to be recorded in such state and such other matters as Agent may reasonably request, 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) with respect to each of Initially Mortgaged Properties located in the Real Properties identified as items 2United States only, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the a Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory Policy with respect to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17such Initially Mortgaged Properties;
(iv) ALTA mortgagee title with respect to Initially Mortgaged Properties located in the United States only, evidence, which may be in the form of a letter from an insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
broker or a municipal engineer, as to whether (a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) evidence as to (A) whether any Initial Mortgaged Property (a "Initial Flood Hazard 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 (Bb) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Initial Flood Hazard Property is located is participating in the National Flood Insurance Program;
(v) with respect to Initially Mortgaged Properties located in the United States only, (2) the applicable Credit Partyif there are any Initial Flood Hazard Properties, Company's written acknowledgment acknowledgement of receipt of written notification from the Agent (a) as to the fact that existence of each such Mortgaged Property is a Initial Flood Hazard Property and (b) as to whether the community in which each such Initial 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 Agent and naming the Agent as sole loss payee on behalf of the LendersProgram; and
(vi) evidence if requested by Agent, a current survey of each (or any) Initial Mortgaged Property, certified to the applicable Loan Party, Agent and the applicable title insurer, prepared by a surveyor and in form and substance reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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)Agent.
Appears in 1 contract
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage Instrument" and collectively the "MORTGAGE INSTRUMENTSMortgage Instruments") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE Schedule 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties");
(ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the title insurance company issuing the policy referred to in Section 5.2(f)(iv) (the "Title Insurance Company (hereinafter definedCompany") in a manner reasonably satisfactory to each 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, 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 1999 with 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 items 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 Table A thereof completeda 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, except for Nos. 5, 12 and 17a legend relating the survey to said map;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANYMortgage Policies") ), in amounts not less than the respective amounts designated in SCHEDULE Schedule 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include provide for affirmative insurance and such endorsements reinsurance as are reasonably requested by the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are locatedAgent;
(v) 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 PROPERTYFlood 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 Properties under such zoning designation and, if available, 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 Federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.
Appears in 1 contract
Sources: Credit Agreement (American Medical Systems Holdings Inc)
Real Property Collateral. Except with respect (i) No later than forty-five (45) days after the Closing Date (unless such time period is extended in writing by the Administrative Agent in its reasonable discretion), deliver to the owned Real Properties identified as items 3Administrative Agent amendments to the existing Mortgage Instruments covering real property in the State of Washington and the Commonwealth of Virginia, 4, 5, 6, 7 and 24 in subpart together with: (1i) of SCHEDULE 6.20(a), “down date” endorsements to the Agent shall have received the followingexisting Mortgage Policies relating to such Mortgage Instruments, 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, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, leasehold interest of any Credit Party in each of the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES");
; (ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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 counterparts of such lease in form and substance reasonably satisfactory amendments to the Agent, has such Mortgage Instruments have 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 maintain a valid and enforceable first priority lien (subject to Permitted Liens) on the property encumbered by each such Mortgage Instrument encumbering in favor of the Administrative Agent for the benefit of itself and the Secured Parties (or in favor of such leasehold interest other trustee as may be required or desired under local law); and (iii) an opinion of counsel with respect to effectively each such amendment to the existing Mortgage Instrument, in form and substance and from counsel reasonably satisfactory to the Administrative Agent.
(ii) No later than forty-five (45) days after the Closing Date (unless such time period is extended in writing by the Administrative Agent in its reasonable discretion), deliver to the Administrative Agent a Mortgage Instrument for the real property located at ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Chatsworth, California (the “De ▇▇▇▇ Property”), together with: (i) a title report obtained by the Credit Parties in respect of the De ▇▇▇▇ Property, (ii) Mortgage Policies, current as built surveys and flood zone reports (and to the extent such property is a Flood Hazard Property, comply with the provisions of Section 3.27) in each case reasonably satisfactory in form and substance to Administrative Agent;
(iii) evidence that counterparts of such Mortgage Instrument have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of Administrative Agent, to create a valid and enforceable first priority lien (subject to Permitted Liens) on such leasehold interest the De ▇▇▇▇ Property in favor of Administrative Agent for the Agent benefit of itself and the Secured Parties (or in favor of such other Person trustee as may be required or desired under local law); (iv) for the benefit of Lenders;
extent available or otherwise required by the Administrative Agent in its reasonable discretion, a Phase I environmental report (iiiand, if necessary, Phase II environmental report) or other environmental report acceptable to the Administrative Agent with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) with respect to any particular Mortgaged De ▇▇▇▇ Property, assuring (v) an environmental indemnity agreement for the Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged De ▇▇▇▇ Property, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance satisfactory to the Administrative Agent in its reasonable discretion; and (vi) an opinion of counsel licensed in the State of California with respect to such Mortgage Instrument and such environmental indemnity agreement, in form and substance and from counsel reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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)Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Gencorp Inc)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party (to the extent deemed material by the Agent) in each of the Real Properties real property asset designated in SCHEDULE 6.20(a6.19(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIESREAL Properties");
(ii) a title report obtained by the Credit Parties to the extent deemed necessary by the Agent) in respect of each of the Mortgaged Properties;
(iii) in the case of each material real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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;
(iiiiv) with respect the Agent shall have received, and the title insurance company issuing the policy referred to each of in Section 5.1(i) (the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1"TITLE INSURANCE COMPANY") of SCHEDULE 6.20(a)shall have received, maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent 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, which maps or plats and the surveys on which they are based shall be made in accordance with standards that enable the Title Insurance Company to issue the policies referred to in Section 5.1(i)(v) below without exception for "Survey matters", except for matters as are reasonably acceptable to the Agent;
(v) ALTA mortgagee title insurance policies issued by First American Title Insurance Company (the "MORTGAGE POLICIES"), in amounts not less than the respective amounts designated in SCHEDULE 6.19
(a) 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, 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;
(vi) Evidence, which may be in the form of a letter from an insurance broker or a municipal engineer or certified on a survey, as to whether (a) any Mortgaged Property (an "FLOOD HAZARD Property") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (b) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program;
(vii) If there are any Flood Hazard Properties, a Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the existence of each such 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;
(viii) If there are 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 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 1999 with 1992 or 1997, 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 items 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 Table A thereof completeda 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, except for Nos. 5, 12 and 17;a legend relating the survey to said map; and
(ivix) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance Evidence reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning should include the zoning designation made for each of the Mortgaged Propertieslaws, the permitted uses of each such Mortgaged Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress regulations and building setbacks)ordinances including without limitation health and environmental protection laws.
Appears in 1 contract
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Administrative Agent shall have received the followingreceived, 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 existing Mortgages (as defined herein), to the extent requested by the Administrative Agent) (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENTMortgage" and collectively the "MORTGAGE INSTRUMENTSMortgages") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party in each of the Real Properties designated as a Mortgaged Property (in SCHEDULE 6.20(aconsultation with the Administrative Agent) which are not identified on such in Schedule as "Excluded Properties" 1.20(a) (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the "MORTGAGED PROPERTIESMortgaged Properties")) together with such UCC-1 financing statements as are necessary with respect to each such Mortgaged Property;
(ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent, which estoppel letters shall be in the form and substance reasonably satisfactory to the Administrative 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 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 Collateral Agent (or such other Person as may be required or desired under local law) for the benefit of LendersLenders and any other secured parties identified in such Mortgage;
(iii) searches with respect to each the title of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified Mortgages conducted by the title insurance company issuing the policies referred to in Section 4.1(d)(iv) (the Agent and the "Title Insurance Company (hereinafter definedCompany") in a manner reasonably satisfactory to each of the Agent and the Title Insurance CompanyAdministrative Agent, dated a date reasonably satisfactory to each of the Agent and the Title Insurance Company by an independent professional licensed land surveyor, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17Administrative Agent;
(iv) ALTA mortgagee title insurance policies issued by Chicago Commonwealth Land Title Insurance Company and Lawyers Title Insurance Company (or amendments or endorsements to any existing mortgagee policies to the extent requested by the Administrative Agent) (the "TITLE INSURANCE COMPANYMortgage Policies") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) with respect to any particular each Mortgaged PropertyProperty designated as a material Mortgaged Property on Schedule 1.20(a), assuring the Collateral Agent that each of the Mortgage Instruments on each such material Mortgaged Property creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except for Permitted Liens, which policies Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Agent Administrative Agent, and shall include such endorsements and coverage as are reasonably requested by the Administrative Agent to and shall contain such reinsurance as the extent Administrative Agent may require; without limiting the foregoing, such endorsements are Mortgage Policies shall be in such amounts as the Administrative Agent may reasonably available require (but in no event shall the jurisdictions in which the Mortgaged Properties are located;aggregate amount of such Mortgage Policies be less than $550,000,000); and
(v) 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 PROPERTYFlood 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 Collateral 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 Collateral Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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).
Appears in 1 contract
Sources: Credit Agreement (Hercules Inc)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Agent shall have received the following, in form and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgagesWithin ten (10) days after the acquisition of any real property consummated after the Restatement Effective Date, deeds of trust or deeds to secure debt (eachin each case having an individual fair market value greater than $10,000,000, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, leasehold interest of owned by any Credit Party that is not subject to the existing Security Documents (as such time period may be extended by the Administrative Agent in each of its sole discretion) notify the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES")Administrative Agent;
(ii) Within sixty (60) days of such acquisition of any real property consummated after the Restatement Effective Date, in each case having an individual fair market value greater than $10,000,000, owned by any Credit Party that is not subject to the existing Security Documents (as such time period may be extended by the Administrative Agent, in its sole discretion), to the extent required by the Administrative Agent, in its reasonable discretion, deliver such Mortgages, title insurance policies and other documents (other than appraisals, surveys and environmental reports, but including, without limitation, in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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 Consolidated Parties applicable Credit Party evidencing flood insurance reasonably satisfactory to the Administrative Agent (but in any event, meeting in all respects requirements under all applicable Flood Laws) and naming the Administrative Agent as sole lender’s loss payee payee) reasonably requested by the Administrative Agent in connection with granting and perfecting a first priority Lien, other than Permitted Liens, on behalf such real property in favor of the LendersAdministrative Agent, for the benefit of the Secured Parties, as applicable, all in form and substance acceptable to the Administrative Agent; provided, however, that no Mortgage shall be executed and delivered until at least twenty (20) days (or such shorter period as is acceptable to the Administrative Agent) after the Administrative Agent has been provided a life of loan flood zone determination and such other documents for each Flood Hazard Property as it may reasonably request to complete its flood insurance diligence (including, as applicable, the flood insurance documents described herein); and
(viiii) evidence reasonably satisfactory If, at any time after an Event of Default has occurred and is continuing, the Administrative Agent, in its sole discretion or at the direction of the Required Lenders, requests appraisals, surveys and environmental reports with respect to the Agent any real property owned by any Credit Party, then as promptly as possible but in no event more than sixty (which evidence the Agent agrees 60) days of such request (as such time period may be extended by the Administrative Agent, in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (ivits sole discretion) above) that each of the Mortgaged Propertiesprovide such appraisals, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable 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 Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks)surveys or environmental reports.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Beacon Roofing Supply Inc)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the Agent shall have received the following, in form and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgagesWithin ten (10) days after the acquisition of any real property consummated after the Restatement Effective Date, deeds of trust or deeds to secure debt (eachin each case having an individual fair market value greater than $10,000,000, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, leasehold interest of owned by any Credit Party that is not subject to the existing Security Documents (as such time period may be extended by the Administrative Agent in each of its sole discretion) notify the Real Properties designated in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES")Administrative Agent;
(ii) Within sixty (60) days of such acquisition of any real property consummated after the Restatement Effective Date, in each case having an individual fair market value greater than $10,000,000, owned by any Credit Party that is not subject to the existing Security Documents (as such time period may be extended by the Administrative Agent, in its sole discretion), to the extent required by the Administrative Agent, in its reasonable discretion, deliver such Mortgages, title insurance policies and other documents (other than appraisals, surveys and environmental reports, but including, without limitation, in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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 Consolidated Parties applicable Credit Party evidencing flood insurance reasonably satisfactory to the Administrative Agent (but in any event, meeting in all respects requirements under all applicable Flood Laws) and naming the Administrative Agent as sole lender’s loss payee payee) reasonably requested by the Administrative Agent in connection with granting and perfecting a first priority Lien, other than Permitted Liens, on behalf such real property in favor of the LendersAdministrative Agent, for the benefit of the Secured Parties, as applicable, all in form and substance acceptable to the Administrative Agent; provided, however, that no Mortgage shall be executed and delivered until at least twenty (20) days (or such shorter period as is acceptable to the Administrative Agent) after the Administrative Agent has been provided a life of loan flood zone determination and such other documents for each Flood Hazard Property as it may reasonably request to complete its flood insurance diligence (including, as applicable, the flood insurance documents described herein); and
(viiii) evidence reasonably satisfactory to If, at any time after an Event of Default has occurred and is continuing, the Agent (which evidence Administrative Agent, in its sole discretion or at the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each direction of the Mortgaged PropertiesRequired Lenders, requests appraisals, surveys and the uses of the Mortgaged Propertiesenvironmental reports with respect to any real property owned by any Credit Party, are then as promptly as possible but in compliance in all material respects with all applicable 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 Properties under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks).no event more than sixty
Appears in 1 contract
Sources: Term Loan Credit Agreement (Beacon Roofing Supply Inc)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, and/or leasehold interest of any Credit Party (to the extent deemed material by the Agent) in each of the Real Properties real property asset designated in SCHEDULE 6.20(a6.19(A) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED REAL PROPERTIES");
(ii) a title report obtained by the Credit Parties to the extent deemed necessary by the Agent) in respect of each of the Mortgaged Properties;
(iii) in the case of each material real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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;
(iiiiv) with respect the Agent shall have received, and the title insurance company issuing the policy referred to each of in Section 5.1(i) (the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1"TITLE INSURANCE COMPANY") of SCHEDULE 6.20(a)shall have received, maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each of the Agent 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, which maps or plats and the surveys on which they are based shall be made in accordance with standards that enable the Title Insurance Company to issue the policies referred to in Section 5.1(i)(v) below without exception for "Survey matters", except for matters as are reasonably acceptable to the Agent;
(v) ALTA mortgagee title insurance policies issued by First American Title Insurance Company (the "MORTGAGE POLICIES"), in amounts not less than the respective amounts designated in SCHEDULE 6.19
(A) 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, 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;
(vi) Evidence, which may be in the form of a letter from an insurance broker or a municipal engineer or certified on a survey, as to whether (a) any Mortgaged Property (an "FLOOD HAZARD PROPERTY") is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards and (b) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program;
(vii) If there are any Flood Hazard Properties, a Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as to the existence of each such 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;
(viii) If there are 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 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 1999 with 1992 or 1997, 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 items 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 Table A thereof completeda 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, except for Nos. 5, 12 and 17;a legend relating the survey to said map; and
(ivix) ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance Evidence reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available in the jurisdictions in which the Mortgaged Properties are located;
(v) 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 Consolidated Parties evidencing flood insurance satisfactory to the Agent and naming the Agent as sole loss payee on behalf of the Lenders; and
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 Real Properties, the permitted uses of each such Mortgaged Real Properties under such zoning designation and, if available, 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 federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.
Appears in 1 contract
Sources: Credit Agreement (Tripoint Global Communications Inc)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form ------------------------ and substance reasonably satisfactory to the Agent:
(i) (A) fully executed and notarized mortgages, deeds of trust or deeds to secure debt and (eachB) fully executed amendments and notarized amendments to existing mortgages, deeds of trust and deeds to secure debt (each such mortgage, deed of trust, deed to secure debt, as the same may amended shall be amended, modified, restated or supplemented from time referred to timeherein as, a "MORTGAGE INSTRUMENTMortgage" and collectively -------- as the "MORTGAGE INSTRUMENTSMortgages") encumbering the fee interest and/or, to of the extent available using commercially reasonable efforts, leasehold interest of any Credit Parties --------- in each real property asset owned by a Credit Party in each of the Real Properties designated in SCHEDULE 6.20(aset forth on Schedule 5.1(g) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTYMortgaged Property" and collectively the --------------- ------------------ "MORTGAGED PROPERTIESMortgaged Properties"), together with such UCC-1 or UCC-3 financing -------------------- statements, as appropriate, as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) an opinion of counsel (which counsel shall be satisfactory to the Agent) in the state in which each Mortgaged Property is located with respect to the enforceability of the form of Mortgage and sufficiency of the form of UCC-1 or UCC-3 financing statements, as appropriate, to be recorded or filed in such state and such other matters as the Agent may request, in form and substance satisfactory to the Agent;
(iii) to the extent not previously received by the Agent, in the case of each real property leasehold interest estate of any the Credit Party constituting Mortgaged Parties set forth on Schedule 5.1(g) (each a "Leasehold Property" and collectively the -------------- ------------------ "Leasehold Properties"), (a) such estoppel letters, consents and waivers -------------------- from the landlords on of such real property as may be reasonably required by the Agent, which estoppel letters shall be in the 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) to the extent not previously received by the Agent, ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANYMortgage Policies") issued by ----------------- title insurers satisfactory to the Agent (the "Title Insurance --------------- Company"), in amounts not less than satisfactory to the respective amounts designated in SCHEDULE 6.20
(a) Agent with respect to any particular all ------- Mortgaged PropertyProperties, assuring the Agent that each of the Mortgage Instruments creates a applicable Mortgages, as applicable, create valid and enforceable first priority mortgage lien liens on the applicable respective Mortgaged PropertyProperties, free and clear of all defects and encumbrances except Permitted Liens, Liens which policies Mortgage Policies shall otherwise 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;
(v) to the extent not previously received by the Agent, certification from a registered engineer or land surveyor in a form reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by or other evidence acceptable to the Agent to that none of the extent such endorsements are reasonably available in the jurisdictions in which improvements on the Mortgaged Properties are located;
(v) evidence as to (A) whether located within any Mortgaged Property is in an area designated by the Director of the Federal Emergency Management Agency as having a "special flood hazard" area or mud slide hazards (if any improvements on the Mortgaged Properties are located within a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is special flood hazard" area, evidence of 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 Consolidated Parties evidencing flood insurance policy from a company and in an amount satisfactory to the Agent and for the applicable portion of the premises, naming the Agent as sole loss payee on behalf for the benefit of the Lenders; and, as mortgagee;
(vi) to the extent not previously received by the Agent, evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 Properties under such zoning designation and, if available, 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 federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.
Appears in 1 contract
Sources: Credit Agreement (Chattem Inc)
Real Property Collateral. Except with respect to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 in subpart (1) of SCHEDULE 6.20(a), the The Agent shall have received the followingreceived, in form and substance reasonably satisfactory to the Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, as the same may be amended, modified, restated or supplemented from time to time, each a "MORTGAGE INSTRUMENTMORTGAGE" and collectively the "MORTGAGE INSTRUMENTSMORTGAGES") encumbering the fee interest and/or, to of the extent available using commercially reasonable efforts, leasehold interest of any Credit Parties in each real property asset owned by a Credit Party in each of the Real Properties designated in set forth on SCHEDULE 6.20(a5.1(h) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the - 50 - "MORTGAGED PROPERTIES"), together with such UCC-1 financing statements as the Agent shall deem appropriate with respect to each such Mortgaged Property;
(ii) an opinion of counsel (which counsel shall be satisfactory to the Agent) in the state in which each Mortgaged Property is located with respect to the enforceability of the form of Mortgage and sufficiency of the form of UCC-1 financing statements to be recorded or filed in such state and such other matters as the Agent may request, in form and substance satisfactory to the Agent;
(iii) in the case of each real property leasehold interest estate of any the Credit Party constituting Mortgaged PropertyParties set forth on SCHEDULE 5.1(h) (each a "LEASEHOLD PROPERTY" and collectively the "LEASEHOLD PROPERTIES"), (a) such estoppel letters, consents and waivers from the landlords on of such real property as may be reasonably required by the Agent, which estoppel letters shall be in the 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17;
(iv) ALTA mortgagee title insurance policies (the "MORTGAGE POLICIES") issued by Chicago Title Insurance Company title insurers satisfactory to the Agent (the "TITLE INSURANCE COMPANY") ), in amounts not less than satisfactory to the respective amounts designated in SCHEDULE 6.20
(a) Agent with respect to any particular Mortgaged Propertyall Real Properties, assuring the Agent that each of the Mortgage Instruments creates a applicable Mortgages, as applicable, create valid and enforceable first priority mortgage lien liens on the applicable Mortgaged Propertyrespective Real Properties, free and clear of all defects and encumbrances except Permitted Liens, Liens which policies Mortgage Policies shall otherwise 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;
(v) certification from a registered engineer or land surveyor in a form reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by or other evidence acceptable to the Agent to that none of the extent such endorsements are reasonably available in improvements on the jurisdictions in which the Mortgaged Real Properties are located;
(v) evidence as to (A) whether located within any Mortgaged Property is in an area designated by the Director of the Federal Emergency Management Agency as having a "special flood hazard" area or mud slide hazards (if any improvements on the Mortgaged Properties are located within a "FLOOD HAZARD PROPERTY") and (B) if any Mortgaged Property is special flood hazard" area, evidence of 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 Consolidated Parties evidencing flood insurance policy from a company and in an amount satisfactory to the Agent and for the applicable portion of the premises, naming the Agent as sole loss payee on behalf for the benefit of the Lenders; and, as mortgagee;
(vi) evidence reasonably satisfactory to the Agent (which evidence the Agent agrees may be in the form of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) that each of the Mortgaged Real Properties, and the uses of the Mortgaged Real 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 Real Properties, the permitted uses of each such Mortgaged Real Properties under such zoning designation and, if available, 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 federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990.
Appears in 1 contract
Sources: Credit Agreement (Chattem Inc)
Real Property Collateral. Except with respect (a) Subject to the owned Real Properties identified as items 3, 4, 5, 6, 7 and 24 limitations provided in subpart (1) of SCHEDULE 6.20(aSection 6.18(b), the Agent within 45 days of Agent's written request therefor, each Borrower shall have received accomplish the following, in form and substance reasonably satisfactory each case to the Agentreasonable satisfaction of Agent pursuant to such documentation as may be acceptable to Agent in its sole discretion:
(i) fully executed grant, or shall cause the applicable Guarantor to grant, to Agent for the ratable benefit of itself and notarized mortgagesthe other Lenders a valid, deeds perfected Lien in all or any portion of trust the Real Property so designated by Agent, which Lien shall have such priority as may be required by Agent;
(ii) provide Agent with title insurance from a nationally recognized title company reasonably acceptable to Agent, insuring that title to the applicable Real Property Collateral is vested in fee simple in Borrower or deeds the applicable Guarantor, subject only to secure debt such title exceptions as may be acceptable to Lender in its sole discretion (eachincluding applicable Permitted Liens as of the date of such grant);
(iii) execute and deliver one or more Mortgages with respect to the designated Real Property Collateral, which Mortgage(s) shall be in form and substance satisfactory to Agent and as otherwise set forth in Exhibits R-1 and R-2 hereto as the same may be amended, modified, restated revised to reflect applicable requirements or supplemented from time to time, a "MORTGAGE INSTRUMENT" and collectively the "MORTGAGE INSTRUMENTS") encumbering the fee interest and/or, to the extent available using commercially reasonable efforts, leasehold interest of any Credit Party in each customary practices of the Real Properties designated jurisdiction in SCHEDULE 6.20(a) which are not identified on such Schedule as "Excluded Properties" (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES");
(ii) in the case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, (a) such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Agent, which estoppel letters shall be in the 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) with respect to each of the Real Properties identified as items 2, 16, 17, 19, 21, 22, 23, 24, 26 and 27 on subpart (1) of SCHEDULE 6.20(a), maps or plats of an as-built survey of the sites of the real property covered by the Mortgage Instruments certified to the Agent and the Title Insurance Company (hereinafter defined) in a manner reasonably satisfactory to each 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, 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 1999 with all items from Table A thereof completed, except for Nos. 5, 12 and 17Property is situated;
(iv) ALTA mortgagee title insurance policies issued deliver to Agent such environmental reports, indemnities and evaluations as Lender may require, together with letters indicating that such reports and evaluations may be relied upon by Chicago Title Insurance Company (the "TITLE INSURANCE COMPANY") in amounts not less than the respective amounts designated in SCHEDULE 6.20
(a) 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, free and clear of all defects and encumbrances except Permitted Liens, which policies shall otherwise be in form and substance reasonably satisfactory to the Agent and shall include such endorsements as are reasonably requested by the Agent to the extent such endorsements are reasonably available Lenders (in the jurisdictions in which the Mortgaged Properties event previously prepared reports and evaluations are locatedfound acceptable by Agent);
(v) evidence as to (A) whether any Mortgaged Property is in deliver 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) acceptable survey of the applicable Credit Party's written acknowledgment of receipt of written notification from the Agent (a) as Real Property Collateral certified 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 Agent and naming the Agent as sole loss payee on behalf of the LendersLender; and
(vi) evidence deliver such further and additional items as Agent may reasonably require.
(b) The requirements of Section 6.18(a) shall not apply with respect to any effected Real Property to the extent: (i) the granting of a subordinate and junior Lien would result in a default or event of default pursuant to one or more agreements in effect as of the date of this Agreement and granting a Permitted Lien in such Real Property; and (ii) the applicable Borrower or Guarantor has been unable to obtain a consent in form and substance satisfactory to Agent after the Agent (which evidence the Agent agrees may be in the form application of a 3.1 zoning endorsement to the mortgagee title insurance policies referred to in clause (iv) above) 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 zoning 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)Borrower's or Guarantor's best efforts.
Appears in 1 contract