Real Property Collateral. The Collateral Agent shall have received (in form and substance reasonably satisfactory to the Commitment Parties): (i) fully executed and notarized Mortgages encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property; (ii) ALTA or other appropriate form mortgagee title insurance policies (the “Mortgage Policies”) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged Property, which amount shall not exceed the fair market value for each such Mortgaged Property, assuring the Commitment Parties that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, free and clear of all Liens except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties; (iii) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage Policies; (iv) such evidence satisfactory to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws; (v) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (i) be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing whether the community in which each Mortgaged Property is located participates in the Flood Program; (C) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgement of receipt of written notification from the Collateral Agent (i) as to the existence of each such Mortgaged Property, and (ii) as to whether the community in which each such Mortgaged Property is located is participating in the Flood Program; and (D) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable to the Collateral Agent or the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary of the Closing Date; and (vi) surveys of all Mortgaged Properties in a form sufficient to allow the Title Insurance Company to issue the Mortgage Policies without a standard survey exception.
Appears in 1 contract
Real Property Collateral. The Collateral Administrative Agent shall have received (received, in form and substance reasonably satisfactory to the Commitment Parties):Administrative Agent:
(i) fully executed and notarized Mortgages 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" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties any Loan Party in each real property asset owned by of the Real Properties designated as a Credit Party set forth on Mortgaged Property in Schedule 4.01(k)(i6.20(a) (each a “"Mortgaged Property” " and collectively, collectively the “"Mortgaged Properties”"), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the “Mortgage Policies”) issued by First American National ▇▇▇▇▇▇▇ Title Insurance Guaranty Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties "Mortgage Policies") with respect to each Mortgaged Property, which amount shall not exceed the fair market value for each such Mortgaged Property, assuring the Commitment Parties Administrative Agent that each of the applicable Mortgages create creates a valid and enforceable first priority mortgage liens lien on the respective applicable Mortgaged Property, free and clear of all Liens defects and encumbrances except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall otherwise be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment PartiesAdministrative Agent (such Mortgage Policies may contain a survey exception) and shall include such endorsements as are reasonably requested by the Administrative Agent;
(iii) if requested evidence as to (A) whether any Mortgaged Property is in an area designated by the Commitment PartiesFederal 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 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 all recorded documents listed insurance policies or certificates of insurance of the Consolidated Parties evidencing flood insurance satisfactory to the Administrative Agent and naming the Collateral Agent as exceptions to title or otherwise referred to in sole loss payee on behalf of the Mortgage PoliciesLenders;
(iv) such evidence reasonably satisfactory to the Commitment Parties as the Commitment Parties reasonably may request to the effect Administrative Agent that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;zoning laws (the evidence submitted as to 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); and
(v) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (i) be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy an appraisal of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing whether the community in which each Mortgaged Property is located participates in the Flood Program; (C) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgement of receipt of written notification from the Collateral Agent (i) as satisfactory to the existence of each such Mortgaged Property, and (ii) as to whether the community in which each such Mortgaged Property is located is participating in the Flood Program; and (D) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable to the Collateral Agent or the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary of the Closing Date; and
(vi) surveys of all Mortgaged Properties in a form sufficient to allow the Title Insurance Company to issue the Mortgage Policies without a standard survey exceptionAdministrative Agent.
Appears in 1 contract
Real Property Collateral. The Collateral Administrative Agent shall have received (received, in form and substance reasonably satisfactory to the Commitment Parties):Administrative Agent:
(i) fully executed and notarized Mortgages 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 in the properties listed in SCHEDULE 3.19
(a) (excluding for purposes hereof, the property located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, Santa Ana, California for a period of 180 days following the Funding Date) as properties owned by the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” "MORTGAGED PROPERTY" and collectively, collectively the “Mortgaged Properties”"MORTGAGED PROPERTIES"), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee a title insurance policies report obtained by the Credit Parties in respect of each of the Mortgaged Properties;
(the “Mortgage Policies”iii) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged Property, which amount shall current form ALTA mortgagee title insurance policies issued by Lawyers Title Insurance Corporation (the "MORTGAGE POLICIES"), in amounts not exceed less than the fair market value for each such respective amounts
(a) with respect to any particular Mortgaged Property, assuring the Commitment Parties Administrative Agent that each of the applicable Mortgages create Mortgage Instruments creates a valid and enforceable first priority mortgage liens lien on the respective applicable Mortgaged Property, free and clear of all Liens defects and encumbrances except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Commitment Parties and provide for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iii) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage PoliciesAdministrative Agent;
(iv) such evidence satisfactory as to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (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 completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (i"FLOOD HAZARD PROPERTY") be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (C2) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s applicable Credit Party's written acknowledgement acknowledgment of receipt of written notification from the Collateral Administrative Agent (ia) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iib) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood Program; Insurance Program and (D3) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that copies of insurance policies or certificates of insurance of the Borrower has obtained a policy of and its Subsidiaries evidencing flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable satisfactory to the Collateral Administrative Agent or and naming the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary Administrative Agent as sole loss payee on behalf of the Closing DateLenders; and
(viv) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and Lawyers Title Insurance Corporation in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and Lawyers Title Insurance Corporation by an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and Lawyers Title Insurance Corporation, 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 Mortgaged Properties in 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 form sufficient physical inspection of the sites or otherwise known to allow the Title Insurance Company 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 issue the Mortgage Policies without a standard survey exceptionsaid map.
Appears in 1 contract
Real Property Collateral. The Collateral Agent shall have received received, in form and substance reasonably satisfactory to Agent:
(i) fully executed and notarized Mortgage Instruments (or appropriate amendments to any existing Mortgage Instruments) encumbering the fee interest and/or leasehold interest of any Obligor in each of the Refinery Properties, the Terminal Property and each of the other Real Properties designated on Schedule 9.1.19(a) as a “Mortgaged Property” (each a “Mortgaged Property” and collectively the “Mortgaged Properties”);
(ii) ALTA mortgagee title insurance policies (or appropriate endorsements to any such existing title insurance policies) issued by S▇▇▇▇▇▇ Title Guaranty Company (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 the leased Real Estate referred to in items 7, 8 and 10 of Schedule 9.1.19(a) of the Credit Agreement and the Mortgaged Property located in K▇▇▇▇ City, Pennsylvania (which shall be delivered as provided in Section 10.1.18 of the Amended Credit Agreement)), assuring the Administrative Agent that each of the Mortgage Instruments creates (or continues to be) 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 (or endorsements) shall otherwise be in form and substance reasonably satisfactory to the Commitment Parties):
(i) fully executed Administrative Agent and notarized Mortgages encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the “Mortgage Policies”) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged Property, which amount shall not exceed the fair market value for each such Mortgaged Property, assuring the Commitment Parties that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, free and clear of all Liens except Permitted Liens, which Mortgage Policies shall contain include such endorsements as shall be are reasonably satisfactory to requested by the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment PartiesAdministrative Agent;
(iii) if requested by the Commitment Parties, copies of all recorded documents listed evidence as exceptions to title or otherwise referred to in the Mortgage Policies;
(iv) such evidence satisfactory to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (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 completed “Flood Certificate with respect to each Mortgaged Hazard Property, which Flood Certificate shall (i”) be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing if any such Mortgaged Property is a Flood Hazard Property, (1) whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (C2) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrowerapplicable Obligor’s written acknowledgement acknowledgment of receipt of written notification from the Collateral Agent (ia) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iib) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood Program; Insurance Program and (D3) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in copies of insurance policies or certificates of insurance of the Flood Program, evidence that the Borrower has obtained a policy of Consolidated Parties evidencing flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable satisfactory to the Collateral Agent or the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary naming Agent as sole loss payee on behalf of the Closing Date; and
(vi) surveys of all Mortgaged Properties in a form sufficient to allow the Title Insurance Company to issue the Mortgage Policies without a standard survey exceptionLenders.
Appears in 1 contract
Sources: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Real Property Collateral. The Collateral Administrative Agent shall have received received, in form and substance satisfactory to the Agents:
(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 in the properties listed in Schedule 4.1(f)(i)(a) as properties owned by the Credit Parties and, to the extent required by the Administrative Agent, the leasehold interest in the properties listed in Schedule 4.1(f)(i)(b) as properties that are warehouses, plants or other real properties material to the conduct of the Credit Parties' business and are leased by the Credit Parties (each a "Mortgaged Property" and collectively the "Mortgaged Properties");
(ii) a title report in respect of each of the Mortgaged Properties;
(iii) with respect to each Mortgaged Property, an ALTA mortgagee title insurance policies issued by Fidelity National Title Insurance Company of New York or such other title insurance company (the "Title Insurance Company") selected by the Borrower and reasonably acceptable to the Administrative Agent (the "Mortgage Policies"), in amounts satisfactory to the Administrative Agent, 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 Commitment Parties):
(i) fully executed Administrative Agent and notarized Mortgages encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the “Mortgage Policies”) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged Property, which amount shall not exceed the fair market value provide for each such Mortgaged Property, assuring the Commitment Parties that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, free and clear of all Liens except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iii) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage PoliciesAdministrative Agent;
(iv) such evidence satisfactory as to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (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 completed "Flood Certificate with respect to each Mortgaged Hazard Property, which Flood Certificate shall (i") be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (C2) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s applicable Credit Party's written acknowledgement acknowledgment of receipt of written notification from the Collateral Administrative Agent (iy) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iiz) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood ProgramInsurance Program and (3) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(v) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy 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 (DF) if any the site is described as being on a filed map, a legend relating the survey to said map;
(vi) satisfactory environmental reviews of all owned Mortgaged Property is located Properties, including but not limited to Phase I environmental assessments, together with reliance letters in a Flood Zone and is located in a community that participates in favor of the Flood Program, evidence that the Borrower has obtained a policy Lenders;
(vii) opinions of flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable counsel to the Collateral Agent or Credit Parties for each jurisdiction in which the maximum limit of coverage made available with respect Mortgaged Properties are located;
(viii) to the particular type extent available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties are located;
(ix) an appraisal of property under each owned Mortgaged Property, to be in form and substance satisfactory to the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary of the Closing DateAdministrative Agent; and
(vix) surveys to the extent requested by the Administrative Agent, with respect to each leased Mortgaged Property (i) a survey certified to the Administrative Agent by a firm of all Mortgaged Properties surveyors reasonably satisfactory to the Administrative Agent and (ii) a landlord waiver in a form sufficient and substance satisfactory to allow the Title Insurance Company to issue the Mortgage Policies without a standard survey exceptionAdministrative Agent.
Appears in 1 contract
Real Property Collateral. The Collateral Administrative Agent shall have received (received, in form and substance reasonably satisfactory to the Commitment Parties):Administrative Agent:
(i) fully executed and notarized Mortgages 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 of in the properties listed in Schedule 4.1-2 as properties owned by the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “"Mortgaged Property” " and collectively, collectively the “"Mortgaged Properties”"), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee a title insurance policies report in respect of each of the Mortgaged Properties;
(the “Mortgage Policies”iii) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged Property, which amount shall not exceed an ALTA mortgagee title insurance policy issued by a title insurance company (the fair market value for each such Mortgaged Property"Title Insurance Company") selected by the Borrower and reasonably acceptable to the Administrative Agent (the "Mortgage Policies"), in amounts reasonably satisfactory to the Administrative Agent, assuring the Commitment Parties Administrative Agent that each of the applicable Mortgages create Mortgage Instruments creates a valid and enforceable first priority mortgage liens lien on the respective applicable Mortgaged Property, free and clear of all Liens defects and encumbrances except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be in form and substance reasonably satisfactory to the Commitment Parties Administrative Agent and shall provide for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iii) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage PoliciesAdministrative Agent;
(iv) such evidence satisfactory as to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (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 completed "Flood Certificate with respect to each Mortgaged Hazard Property, which Flood Certificate shall (i") be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (C2) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s applicable Credit Party's written acknowledgement acknowledgment of receipt of written notification from the Collateral Administrative 57 Agent (iy) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iiz) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood ProgramInsurance Program and (3) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(v) maps or plats of an as-built survey of the sites of the owned Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable Mortgage Policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (DF) if any the site is described as being on a filed map, a legend relating the survey to such map;
(vi) satisfactory environmental reviews of all owned Mortgaged Property is located Properties, including but not limited to Phase I environmental assessments, together with reliance letters in a Flood Zone and is located in a community that participates in favor of the Flood Program, evidence that the Borrower has obtained a policy Lenders;
(vii) opinions of flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable counsel to the Collateral Agent or Credit Parties for each jurisdiction in which the maximum limit of coverage made available with respect Mortgaged Properties are located;
(viii) to the particular type of property under extent readily available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary of the Closing DateMortgaged Properties are located; and
(viix) surveys of all to the extent requested by the Administrative Agent, with respect to each leased Mortgaged Properties Property, a landlord waiver in a form sufficient and substance reasonably satisfactory to allow the Title Insurance Company to issue the Mortgage Policies without a standard survey exceptionAdministrative Agent.
Appears in 1 contract
Real Property Collateral. The Collateral Administrative Agent shall have received received, in form and substance satisfactory to the Administrative Agent:
(i) fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each, 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 in the properties listed in Schedule 3.20
(a) as properties owned by the Credit Parties (each a "Mortgaged Property" and collectively the "Mortgaged Properties");
(ii) a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties;
(iii) With respect to each Mortgaged Property, an ALTA mortgagee title insurance policies issued by Chicago Title Insurance Company (the "Mortgage Policies"), in amounts not less than the respective amounts designated in Schedule 3.20
(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 Commitment Parties):
(i) fully executed Agent and notarized Mortgages encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the “Mortgage Policies”) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged Property, which amount shall not exceed the fair market value provide for each such Mortgaged Property, assuring the Commitment Parties that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, free and clear of all Liens except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iii) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage PoliciesAgent;
(iv) such evidence satisfactory as to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (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 completed "Flood Certificate with respect to each Mortgaged Hazard Property, which Flood Certificate shall (i") be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (C2) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s applicable Credit Party's written acknowledgement acknowledgment of receipt of written notification from the Collateral Agent (ia) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iib) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood Program; Insurance Program and (D3) if any Mortgaged Property is located in a Flood Zone copies of insurance policies or certificates of insurance of the Borrowers and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of their Subsidiaries evidencing flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable satisfactory to the Collateral Agent or and naming the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary Agent as sole loss payee on behalf of the Closing DateLenders; and
(viv) surveys maps or plats of all an as-built survey of the sites of the Mortgaged Properties in a form sufficient certified to allow the Agent and the Title Insurance Company in a manner reasonably satisfactory to issue them, dated a date satisfactory to each of the Mortgage Policies 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 standard 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 exception.to said map;
Appears in 1 contract
Sources: Credit Agreement (Sleepmaster LLC)
Real Property Collateral. The Collateral Administrative Agent shall have received (received, in form and substance reasonably satisfactory to the Commitment Parties):Administrative Agent:
(i) fully executed and notarized Mortgages 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" and collectively the "Mortgages") encumbering the fee interest and/or leasehold interest of any Credit Party in each of the Credit Parties Real Properties designated as a Mortgaged Property (in each real property asset owned by a Credit Party set forth on consultation with the Administrative Agent) in Schedule 4.01(k)(i1.21(a) (each a “"Mortgaged Property” " and collectively, collectively the “"Mortgaged Properties”), ") together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate are necessary with respect to each such Mortgaged Property;
(ii) ALTA 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 appropriate 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 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 Lenders and any other secured parties identified in such Mortgage;
(iii) searches with respect to the title of the Real Properties covered by the Mortgages conducted by the title insurance company issuing the policies referred to in Section 4.1(d)(iv) (the "Title Insurance Company") in a manner reasonably satisfactory to the Administrative Agent, dated a date reasonably satisfactory to the Administrative Agent;
(iv) ALTA mortgagee title insurance policies (the “Mortgage Policies”) issued by First American National Commonwealth Land Title Insurance Company and Lawyers Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties "Mortgage Policies") with respect to each Mortgaged Property, which amount shall not exceed the fair market value for each such Property designated as a material Mortgaged PropertyProperty on Schedule 1.21(a), assuring the Commitment Parties Collateral Agent that the applicable Mortgages create Mortgage on each such material Mortgaged Property creates a valid and enforceable first priority mortgage liens lien on the respective applicable Mortgaged Property, free and clear of all Liens defects and encumbrances except for Permitted Liens, which Mortgage Policies shall contain such endorsements as shall otherwise be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iii) if Administrative Agent, and shall include such endorsements and coverage as are reasonably requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage Policies;
(iv) Administrative Agent and shall contain such evidence satisfactory to the Commitment Parties reinsurance as the Commitment Parties Administrative Agent may require; without limiting the foregoing, such Mortgage Policies shall be in such amounts as the Administrative Agent may reasonably may request to require (but in no event shall the effect that each aggregate amount of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;such Mortgage Policies be less than $325,000,000); 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 completed "Flood Certificate with respect to each Mortgaged Hazard Property, which Flood Certificate shall (i") be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (C2) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s applicable Credit Party's written acknowledgement acknowledgment of receipt of written notification from the Collateral Agent (ia) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iib) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood Program; Insurance Program and (D3) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in copies of insurance policies or certificates of insurance of the Flood Program, evidence that the Borrower has obtained a policy of Consolidated Parties evidencing flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable satisfactory to the Administrative Agent and naming the Collateral Agent or the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary as sole loss payee on behalf of the Closing Date; and
(vi) surveys of all Mortgaged Properties in a form sufficient to allow the Title Insurance Company to issue the Mortgage Policies without a standard survey exceptionLenders.
Appears in 1 contract
Sources: Credit Agreement (Hercules Inc)
Real Property Collateral. The Collateral Administrative Agent shall have received (received, in form and substance reasonably satisfactory to the Commitment Parties):Administrative Agent:
(i) subject to the receipt of the applicable landlord consents pursuant to the terms of clause (vii) of this subsection (f) (to the extent the applicable leases require such landlord consents), fully executed and notarized Mortgages Mortgage Instruments encumbering the fee leasehold interest in the Mortgaged Properties leased by the Borrower, the Acquired Company or any of the Credit Parties their respective Subsidiaries in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) McKinney, Texas and Vista, California (each a “Mortgaged Property” and collectively, the “"Initial Mortgaged Properties”"), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee a title insurance policies report in respect of each of the Initial Mortgaged Properties;
(the “Mortgage Policies”iii) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Initial Mortgaged Property, which amount shall not exceed the fair market value for each such Mortgaged Property, Mortgage Policies assuring the Commitment Parties Administrative Agent that each of the applicable Mortgages create Mortgage Instruments creates a valid and enforceable first priority mortgage liens lien on the respective applicable Initial Mortgaged Property, free and clear of all Liens defects and encumbrances except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Commitment Parties and provide for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iii) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage PoliciesAdministrative Agent;
(iv) such evidence satisfactory as to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (A) whether any Initial Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a completed "Flood Certificate with respect to each Mortgaged Hazard Property, which Flood Certificate shall (i") be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing if any Initial Mortgaged Property is a Flood Hazard Property, (1) whether the community in which each such Initial Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (C2) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s 's or the applicable Subsidiary Guarantor's written acknowledgement acknowledgment of receipt of written notification from the Collateral Administrative Agent (iy) as to the existence of each fact that such Initial Mortgaged Property, Property is a Flood Hazard Property and (iiz) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood Program; Insurance Program and (D3) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that copies of insurance policies or certificates of insurance of the Borrower has obtained a policy of and its Subsidiaries evidencing flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable satisfactory to the Collateral Administrative Agent or and naming the maximum limit Administrative Agent as loss payee on behalf of coverage made available the Lenders;
(v) to the extent available, surveys of the sites of the Initial Mortgaged Properties;
(vi) reasonably satisfactory Phase I environmental site assessment reports with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary each of the Closing DateInitial Mortgaged Properties, together with reliance letters with respect to such reports in favor of the Lenders;
(vii) opinions of counsel to the Borrower or the applicable Subsidiary Guarantors for each jurisdiction in which the Initial Mortgaged Properties are located; and
(viviii) surveys in the case of all Mortgaged the Properties located in a form sufficient Mexicali, Baja California and McKinney, Texas and Vista, California, such estoppel letters, consents and waivers from the landlords on such Properties as the Administrative Agent may reasonably require; provided, that the Credit Parties shall not be required (A) to allow obtain any such consent to the Title Insurance Company extent the applicable landlord refuses to issue execute such consent after the Mortgage Policies without a standard survey exceptionCredit Parties have used their best efforts to obtain such consent or (B) to expend any significant amount of money to obtain such consents.
Appears in 1 contract
Real Property Collateral. The Collateral Agent shall have received received:
(i) with respect to each Mortgaged Property encumbered by a Mortgage under the Fourth Amended and Restated Credit Agreement:
(1) an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Commitment Parties):Collateral Agent; and
(i2) fully executed and notarized Mortgages encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the “Mortgage Policies”) issued by First American National Title Insurance Company (the “Title Insurance Company”)Amendment, in an amount reasonably satisfactory opinions of local counsel to the Commitment Parties with respect Loan Parties, which opinions (x) shall be addressed to each Mortgaged PropertyAgent and each of the Lenders and be dated the Fifth ARCA Effective Date, which amount (y) shall not exceed cover the fair market value for each such Mortgaged Property, assuring the Commitment Parties that the applicable Mortgages create valid and enforceable first priority mortgage liens on enforceability of the respective Mortgaged Property, free Mortgage as amended by the Mortgage Amendment and clear of all Liens except Permitted Liens, which Mortgage Policies shall contain such endorsements other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request and (z) shall be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;Agents.
(iiiii) if requested with respect to each Mortgaged Property not encumbered by a Mortgage under the Commitment Fourth Amended and Restated Credit Agreement:
(1) a Mortgage encumbering each Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, copies duly executed and acknowledged by each Loan Party that is the owner of all recorded documents listed as exceptions to title or holder of any interest in such Mortgaged Property, and otherwise referred to in form for recording in the Mortgage Policies;recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Requirements of Law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Collateral Agent; and
(iv2) such evidence satisfactory to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall (i) reasonably be addressed to deemed necessary by the Collateral Agent, (ii) be completed by a company which has certified Agent in order for the accuracy owner or holder of the information contained therein, and fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property;
(iii) otherwise comply with the Flood Program; (B) evidence describing whether the community in which each Mortgaged Property is located participates in the Flood Program; (C) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgement of receipt of written notification from the Collateral Agent (i) as to the existence of each such Mortgaged Property, and (ii) as to whether the community in which each such Mortgaged Property is located is participating in the Flood Program; and (D) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable to the Collateral Agent or of payment by Borrower of all search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary recording of the Closing DateMortgages and Mortgage Amendments referred to above; and
(viiv) surveys of with respect to each Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all Governmental Real Property Disclosure Requirements applicable to such Mortgaged Properties in a form sufficient to allow the Title Insurance Company to issue the Mortgage Policies without a standard survey exceptionProperty.
Appears in 1 contract
Real Property Collateral. The Collateral Subject to Section 5.12(c), for any Subject Property, within ninety (90)(i) days after the Closing Date, (or such longer period of time as agreed to by the Administrative Agent in its sole discretion), the Administrative Agent shall have received (received, in form and substance reasonably satisfactory to the Commitment Parties):
(i) Administrative Agent: fully executed and notarized Mortgages Mortgage Instruments encumbering the fee interest of Mortgaged(A) Properties as to properties owned by the Credit Parties in each real property asset owned by Parties; evidence as to (1) whether any Mortgaged Property is a Credit Party set forth on Schedule 4.01(k)(iFlood Hazard Property and (2) (each if(B) any Mortgaged Property is a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the “Mortgage Policies”) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged Flood Hazard Property, which amount shall not exceed the fair market value for each such Mortgaged Property, assuring the Commitment Parties that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, free and clear of all Liens except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iiix) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage Policies;
(iv) such evidence satisfactory to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (i) be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (Cy) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrowerapplicable Credit Party’s written acknowledgement acknowledgment of receipt of written notification from the Collateral Administrative Agent (iI) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iiII) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood Program; Insurance Program and (Dz) if any Mortgaged Property is located in a Flood Zone copies of insurance policies or certificates of insurance of the Credit Parties and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of their Restricted Subsidiaries evidencing flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and otherwise reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as a lenders’ loss payee on behalf of the Lenders; maps or plats of an as-built survey of the sites of the Mortgaged Properties; it being(C) agreed that the surveys in existence on the Closing Date and provided to the Administrative Agent pursuant -103- to the terms of this clause (C) (along with a certificate of a Responsible Officer of the Borrower reasonably acceptable to the Collateral Administrative Agent) are satisfactory; an environmental questionnaire executed by a Responsible Officer of the Borrower with(D) respect to all owned Mortgaged Properties, along with third-party environmental reviews of all owned Mortgaged Properties, including but not limited to Phase I environmental assessments; it being agreed that the Phase I environmental assessments in existence on the Closing Date and provided to the Administrative Agent pursuant to the terms of this clause (D) are satisfactory; to the extent requested by the Administrative Agent, opinions of counsel to the Credit(E) Parties for each jurisdiction in which the Mortgaged Properties are located; to the extent available, zoning letters from each municipality or other Governmental(F) Authority for each jurisdiction in which the maximum limit Mortgaged Properties are located; and copies of coverage made available insurance policies or certificates and endorsements of insurance evidencing(G) liability, casualty, property and business interruption insurance meeting the requirements set forth herein or in the Security Documents and satisfying the conditions of Section 4.1(f) herein. Notwithstanding anything contained in this Agreement to the contrary, no Mortgage Instrument shall be executed and delivered with respect to any real property until the particular type date that is the earlier of property under (x) twenty (20) Business Days after the Flood Program, whichever is less, Designated ▇▇▇▇▇▇ has received a life of loan flood zone determination and evidence of flood insurance required by Section 5.5(b) hereof or (iiiy) the date the Administrative Agent receives confirmation from the Designated Lender that the Designated ▇▇▇▇▇▇’s flood insurance due diligence and flood insurance compliance has a term ending not later than the sixth-anniversary of the Closing Date; and
(vi) surveys of all Mortgaged Properties in a form sufficient been completed to allow the Title Insurance Company to issue the Mortgage Policies without a standard survey exception.its satisfaction. New Restaurants;
Appears in 1 contract
Real Property Collateral. The Collateral Receipt by the Administrative Agent of the following:
(i) a fully executed and notarized Mortgage encumbering the fee interest of any Loan Party at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, Connecticut;
(ii) maps or plats of an as-built survey of the sites of the real property covered by such Mortgage, which maps or plats and the surveys on which they are based shall have received be sufficient to delete any standard printed survey exception contained in the applicable title policy;
(iii) an ALTA mortgagee title insurance policy issued by a title insurance company reasonably acceptable to the Administrative Agent with respect to such Mortgaged Property, assuring the Administrative Agent that the Mortgage creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which title insurance policy shall otherwise be in form and substance reasonably satisfactory to the Commitment Parties):
(i) fully executed Administrative Agent and notarized Mortgages encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the “Mortgage Policies”) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged Property, which amount shall not exceed the fair market value for each such Mortgaged Property, assuring the Commitment Parties that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, free and clear of all Liens except Permitted Liens, which Mortgage Policies shall contain include such endorsements as shall be are reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iii) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage PoliciesAdministrative Agent;
(iv) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such evidence Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Borrower and its Subsidiaries evidencing flood insurance satisfactory to the Commitment Parties Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Commitment Parties Lenders; and
(v) evidence reasonably may request satisfactory to the effect Administrative Agent that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
zoning laws (v) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (i) such evidence may be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing whether the community in which each Mortgaged Property is located participates in the Flood Program; (C) if any Flood Certificate states that form of a Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgement of receipt of written notification from the Collateral Agent (i) as to the existence of each such Mortgaged Property, and (ii) as to whether the community in which each such Mortgaged Property is located is participating in the Flood Program; and (D) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount zoning letter reasonably acceptable to the Collateral Agent or the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary of the Closing Date; and
(vi) surveys of all Mortgaged Properties in a form sufficient to allow the Title Insurance Company to issue the Mortgage Policies without a standard survey exceptionAdministrative Agent).
Appears in 1 contract
Real Property Collateral. The Collateral Receipt by the Administrative Agent shall have received (in form and substance reasonably satisfactory to of the Commitment Parties):following:
(i) fully executed and notarized Mortgages encumbering the fee interest of the Credit Parties any Loan Party in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” and collectively, of the “Mortgaged Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) [reserved]
(iii) [reserved];
(iv) ALTA or other appropriate form mortgagee title insurance policies (the “Mortgage Policies”) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount a title insurance company reasonably satisfactory acceptable to the Commitment Parties Administrative Agent with respect to each Mortgaged Property, which amount shall not exceed insuring that each of the fair market value for each such Mortgaged Property, assuring the Commitment Parties that the applicable Mortgages create creates a valid and enforceable first priority mortgage liens lien on the respective applicable Mortgaged Property, free and clear of all Liens defects and encumbrances except Permitted Liens, which Mortgage Policies title insurance policies shall contain such endorsements as shall otherwise be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment PartiesAdministrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent and shall not include the standard survey exception;
(iiiv) 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 requested by any Mortgaged Property is a Flood Hazard Property, (1) whether the Commitment Partiescommunity in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (a) as to the fact that such Mortgaged Property is a Flood Hazard Property and (b) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of all recorded documents listed insurance policies or certificates of insurance of the Borrower and its Subsidiaries evidencing flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as exceptions to title or otherwise referred to in sole loss payee on behalf of the Mortgage PoliciesLenders;
(ivvi) such an environmental assessment summary report, as to the Mortgaged Properties, in form and substance and from professional firms acceptable to the Administrative Agent; and
(vii) evidence reasonably satisfactory to the Commitment Parties as the Commitment Parties reasonably may request to the effect Administrative Agent that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
zoning laws (v) (A) a completed Flood Certificate with respect the evidence submitted as to which should include the zoning designation made for each Mortgaged Property, which Flood Certificate shall (i) be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing whether the community in which each Mortgaged Property is located participates in the Flood Program; (C) if any Flood Certificate states that a Mortgaged Property is located in a Flood ZoneProperties, the Borrower’s written acknowledgement of receipt of written notification from the Collateral Agent (i) as to the existence permitted uses of each such Mortgaged PropertyProperties under such zoning designation and, and (ii) if available, zoning requirements as to whether the community in which each such Mortgaged Property is located is participating in the Flood Program; parking, lot size, ingress, egress and (D) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable to the Collateral Agent or the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary of the Closing Date; and
(vi) surveys of all Mortgaged Properties in a form sufficient to allow the Title Insurance Company to issue the Mortgage Policies without a standard survey exceptionbuilding setbacks).
Appears in 1 contract
Real Property Collateral. The Collateral Administrative Agent shall have received received, in form and substance satisfactory to the Administrative Agent and the Lenders:
(i) searches of Uniform Commercial Code filings in each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Lenders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
(ii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;
(iii) fully executed and notarized Mortgage Instruments encumbering the Mortgaged Properties listed on Schedule 3.19(a);
(iv) with respect to each Mortgaged Property listed in Schedule 3.19(a), a Mortgage Title Insurance Policy assuring the Administrative Agent that the Mortgage Instrument with respect to such Mortgaged Property creates a valid and enforceable first priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Title Insurance Policy shall be in form and substance reasonably satisfactory to the Commitment Parties):
(i) fully executed Administrative Agent and notarized Mortgages encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the “Mortgage Policies”) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged Property, which amount shall not exceed the fair market value provide for each such Mortgaged Property, assuring the Commitment Parties that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, free and clear of all Liens except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iii) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage Policies;
(iv) such evidence satisfactory to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable LawsAdministrative Agent;
(v) evidence as to (A) whether any Mortgaged Property listed in Schedule 3.19(a) is a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (i) be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, Hazard Property and (iii) otherwise comply with the Flood Program; (B) evidence describing whether the community in which each if any Mortgaged Property is located participates in the Flood Program; (C) if any Flood Certificate states that a Mortgaged Property is located in a Flood ZoneHazard Property, (y) the Borrowerapplicable Credit Party’s written acknowledgement acknowledgment of receipt of written notification from the Collateral Administrative Agent (iI) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iiII) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood ProgramInsurance Program and (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(vi) maps or plats of an as-built survey of the sites of the Mortgaged Properties listed in Schedule 3.19(a) certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by American National Surveyors, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 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 (DF) if any the site is described as being on a filed map, a legend relating the survey to said map;
(vii) pollution and remediation legal liability insurance covering legal expenses, remediation costs and loss of value for all owned Mortgaged Properties listed in Schedule 3.19(a) relating to environmental issues on, under or emanating from the Property is located in a Flood Zone and is located in a community that participates in such reasonable amounts as requested by the Flood Program, evidence that the Borrower has obtained a policy Administrative Agent;
(viii) opinions of flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable counsel to the Collateral Agent or Credit Parties for each jurisdiction in which the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary of the Closing DateMortgaged Properties are located; and
(viix) surveys of all a 2005 Appraisal for each owned Mortgaged Properties Property, in a form sufficient and substance satisfactory to allow the Title Insurance Company Administrative Agent; provided, that if the Closing Date occurs on or after February 1, 2006, such 2005 Appraisals shall be updated on terms reasonably satisfactory to issue the Mortgage Policies without a standard survey exceptionAdministrative Agent.
Appears in 1 contract
Real Property Collateral. The Collateral Administrative Agent shall have received received, in form and substance satisfactory to the Agents:
(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 in the properties listed in SCHEDULE 3.19
(a) as properties owned by the Credit Parties (each a "MORTGAGED PROPERTY" and collectively the "MORTGAGED PROPERTIES");
(ii) a title report obtained by the Credit Parties in respect of each of the Mortgaged Properties;
(iii) with respect to each Mortgaged Property, an ALTA 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 3.19
(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 Mortgage Policies shall be in form and substance reasonably satisfactory to the Commitment Parties):
(i) fully executed Administrative Agent and notarized Mortgages encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the “Mortgage Policies”) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged Property, which amount shall not exceed the fair market value provide for each such Mortgaged Property, assuring the Commitment Parties that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, free and clear of all Liens except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iii) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage PoliciesAdministrative Agent;
(iv) such evidence satisfactory as to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (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 completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (i"FLOOD HAZARD PROPERTY") be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (C2) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s applicable Credit Party's written acknowledgement acknowledgment of receipt of written notification from the Collateral Administrative Agent (ia) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iib) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood Program; Insurance Program and (D3) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that copies of insurance policies or certificates of insurance of the Borrower has obtained a policy of and its Subsidiaries evidencing flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable satisfactory to the Collateral Administrative Agent or and naming the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary Administrative Agent as sole loss payee on behalf of the Closing DateLenders; and
(viv) surveys maps or plats of all an as-built survey of the sites of the Mortgaged Properties in a form sufficient certified to allow the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to issue them, dated a date satisfactory to each of the Mortgage Policies Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a standard 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 exceptionto said map.
Appears in 1 contract
Sources: Credit Agreement (Integrated Defense Technologies Inc)
Real Property Collateral. The Collateral Administrative Agent shall have received (received, in form and substance reasonably satisfactory to the Commitment Parties):Administrative Agent and the Lenders:
(iA) fully executed and notarized Mortgages Mortgage Instruments encumbering the fee interest of Mortgaged Properties listed in Schedule 3.19(d) as to properties owned by the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged PropertyParties;
(iiB) ALTA or other appropriate form mortgagee a title insurance policies report in respect of each of the Mortgaged Properties;
(the “Mortgage Policies”C) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged PropertyProperty listed in Schedule 3.19(d), which amount shall not exceed a Mortgage Policy assuring the fair market value for each Administrative Agent that the Mortgage Instrument with respect to such Mortgaged Property, assuring the Commitment Parties that the applicable Mortgages create Property creates a valid and enforceable first second priority mortgage liens lien on the respective such Mortgaged Property, free and clear of all Liens defects and encumbrances except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iiiD) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage Policies;
(iv) such evidence satisfactory to the Commitment Parties Administrative Agent as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (A) whether any Mortgaged Property listed in Schedule 3.19(d) is a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (i) be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, Hazard Property and (iii) otherwise comply with the Flood Program; (B) evidence describing if any Mortgaged Property is a Flood Hazard Property, (x) whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (Cy) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrowerapplicable Credit Party’s written acknowledgement acknowledgment of receipt of written notification from the Collateral Administrative Agent (iI) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iiII) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood Program; Insurance Program and (Dz) if any Mortgaged Property is located in a Flood Zone copies of insurance policies or certificates of insurance of the Credit Parties and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of their Subsidiaries evidencing flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable satisfactory to the Collateral Administrative Agent or and naming the maximum limit Administrative Agent as loss payee on behalf of coverage made available with respect the Lenders;
(E) [Reserved].
(F) to the particular type extent requested by the Administrative Agent, satisfactory third-party environmental reviews of property under all owned Mortgaged Properties listed in Schedule 3.19(d) and all leased Mortgaged Properties listed in Schedule 3.19(d), including, but not limited to, Phase I environmental assessments, together with reliance letters in favor of the Flood ProgramLenders;
(G) to the extent requested by the Administrative Agent, whichever is lessopinions of counsel to the Credit Parties for each jurisdiction in which the Mortgaged Properties are located;
(H) to the extent requested by the Administrative Agent and available upon using commercially reasonable efforts, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties listed in Schedule 3.19(d) are located, and (iii) has zoning reports from a term ending not later than the sixth-anniversary of the Closing Datenationally recognized zoning reporting service; and
(viI) surveys of all with respect to each owned Mortgaged Properties in Property, and to the extent requested by the Administrative Agent, with respect to each leased Mortgaged Property, a form sufficient Survey certified to allow the Administrative Agent and the Title Insurance Company by a firm of surveyors reasonably satisfactory to issue the Mortgage Policies without a standard survey exceptionAdministrative Agent and acceptable to the Title Insurance Company.
Appears in 1 contract
Real Property Collateral. The Collateral Agent shall have received (received, in form and substance reasonably satisfactory to the Commitment Parties):Agent:
(i) with respect to each of the Real Properties designated in Part I of Schedule 6.33, fully executed and notarized Mortgages (A) Mortgage Instruments or Assignments of Mortgages, as applicable, and (B) Assignments of Leases or Assignments of Assignments of Leases, in each case in recordable form and encumbering the fee any interest of the Credit Parties in each real property asset owned by a any Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” and collectively, the “Mortgaged in such Real Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (in the “Mortgage Policies”) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to case of each real property leasehold interest of any Credit Party constituting Mortgaged Property, which amount shall not exceed the fair market value for each such Mortgaged Property, assuring the Commitment Parties Property evidence that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Propertylease, free and clear a memorandum of all Liens except Permitted Lienslease with respect thereto, which Mortgage Policies shall contain or other evidence of such endorsements as shall be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties may reasonably request, all of the foregoing lease in form and substance reasonably satisfactory to the Commitment PartiesAgent, can, upon the request of the Lenders pursuant to Section 7.20, be properly 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 and required landlord consents) 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) if requested maps or plats of an as-built survey of the sites of the real property covered by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage PoliciesInstruments;
(iv) such evidence satisfactory of title insurance policies issued with respect to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged PropertiesProperties (the "Mortgage Policies"), and along with title update letters for each policy dated as of a date later than thirty (30) days prior to the uses date hereof, such policies to be in amounts not less than the respective amounts designated in Part I of the Schedule 6.33 with respect to any particular Mortgaged Properties, are in compliance in all material respects with all applicable Laws;Property; 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 completed "Flood Certificate with respect to each Mortgaged Hazard Property, which Flood Certificate shall (i") be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (C2) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s applicable Credit Party's written acknowledgement acknowledgment of receipt of written notification from the Collateral Agent (ia) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iib) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood Program; Insurance Program and (D3) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in copies of insurance policies or certificates of insurance of the Flood Program, evidence that the Borrower has obtained a policy of Combined Parties evidencing flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable satisfactory to the Collateral Agent or and naming the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary Agent as sole loss payee on behalf of the Closing Date; and
(vi) surveys of all Mortgaged Properties in a form sufficient to allow the Title Insurance Company to issue the Mortgage Policies without Lenders under a standard survey exceptionmortgagee endorsement.
Appears in 1 contract
Sources: Credit and Reimbursement Agreement (CNL American Properties Fund Inc)
Real Property Collateral. The Collateral Administrative Agent shall have received (received, in form and substance reasonably satisfactory to the Commitment Parties):Administrative Agent:
(i) fully executed and notarized Mortgages 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 of in the properties listed in SCHEDULE 3.19
(a) as properties owned by the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” "MORTGAGED PROPERTY" and collectively, collectively the “Mortgaged Properties”"MORTGAGED PROPERTIES"), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee a title insurance policies report obtained by the Credit Parties in respect of each of the Mortgaged Properties;
(the “Mortgage Policies”iii) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged Property, which amount shall current form ALTA mortgagee title insurance policies issued by Lawyers Title Insurance Corporation (the "MORTGAGE POLICIES"), in amounts not exceed less than the fair market value for each such respective amounts designated in SCHEDULE 3.19
(a) with respect to any particular Mortgaged Property, assuring the Commitment Parties Administrative Agent that each of the applicable Mortgages create Mortgage Instruments creates a valid and enforceable first priority mortgage liens lien on the respective applicable Mortgaged Property, free and clear of all Liens defects and encumbrances except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Commitment Parties and provide for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iii) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage PoliciesAdministrative Agent;
(iv) such evidence satisfactory as to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (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 completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (i"FLOOD HAZARD PROPERTY") be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (C2) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s applicable Credit Party's written acknowledgement acknowledgment of receipt of written notification from the Collateral Administrative Agent (ia) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iib) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood Program; Insurance Program and (D3) if any Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that copies of insurance policies or certificates of insurance of the Borrower has obtained a policy of and its Subsidiaries evidencing flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable satisfactory to the Collateral Administrative Agent or and naming the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary Administrative Agent as sole loss payee on behalf of the Closing DateLenders; and
(viv) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and Lawyers Title Insurance Corporation in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and Lawyers Title Insurance Corporation by an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and Lawyers Title Insurance Corporation, 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 Mortgaged Properties in 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 form sufficient physical inspection of the sites or otherwise known to allow the Title Insurance Company 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 issue the Mortgage Policies without a standard survey exceptionsaid map.
Appears in 1 contract
Real Property Collateral. The Collateral Agent shall have received (received, in form and substance reasonably satisfactory to the Commitment Parties):Collateral Agent:
(i) fully executed and notarized Mortgages mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i5.1(g) (each a “"Mortgaged Property” " and collectively, collectively the “"Mortgaged Properties”"), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate are necessary with respect to each such Mortgaged Property;; and
(ii) an opinion of counsel in the state in which each Mortgaged Property is located with respect to the enforceability of the form of Mortgage, standard remedies with respect thereto and sufficiency of the form of UCC-1 financing statements to be recorded or filed in such state and such other matters as the Collateral Agent may request, in form and substance reasonably satisfactory to the Collateral Agent.
(iii) ALTA or other appropriate form mortgagee title insurance policies (the “"Mortgage Policies”") issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties Collateral Agent with respect to each Mortgaged Property, which amount shall not exceed the fair market value for each such Mortgaged Property, assuring the Commitment Parties Collateral Agent that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged PropertyProperties, free and clear of all Liens defects and encumbrances except Permitted Liens, Liens which Mortgage Policies shall contain be in form and substance reasonably satisfactory to the Collateral Agent and containing such endorsements as shall be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, Collateral Agent and providing affirmative insurance and such reinsurance as the Commitment Parties Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iii) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage PoliciesAgents;
(iv) such evidence Surveys. Maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Collateral Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to the Commitment Parties as Collateral Agent and the Commitment Parties Title Insurance Company by an independent professional licensed land surveyor reasonably may request satisfactory to the effect that each 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 1992, and, without limiting the generality of the Mortgaged Propertiesforegoing, there shall be surveyed and shown on such maps, plats or surveys the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) following: (A) a completed Flood Certificate with respect to each Mortgaged Propertythe locations on such sites of all the buildings, which Flood Certificate shall (i) be addressed to structures and other improvements and the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Programestablished building setback lines; (B) evidence describing whether the community in which each Mortgaged Property is located participates in lines of streets abutting the Flood Programsites and width thereof; (C) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgement of receipt of written notification from the Collateral Agent (i) as all access and other easements appurtenant to the existence 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 each such Mortgaged Property, the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and (ii) as to whether improvements on the community in which each such Mortgaged Property is located is participating in the Flood Programsites; and (DF) if any Mortgaged Property the site is located in described as being on a Flood Zone and is located in filed map, a community that participates in legend relating the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable survey to the Collateral Agent or the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary of the Closing Date; and
(vi) surveys of all Mortgaged Properties in a form sufficient to allow the Title Insurance Company to issue the Mortgage Policies without a standard survey exception.said map;
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Real Property Collateral. The Collateral Subject to Section 5.12(c), within ninety (90) days after the Closing Date (or such longer period of time as agreed to by the Administrative Agent in its sole discretion), the Administrative Agent shall have received (received, in form and substance reasonably satisfactory to the Commitment Parties):Administrative Agent:
(iA) fully executed and notarized Mortgages Mortgage Instruments encumbering the fee interest of Mortgaged Properties as to properties owned by the Credit Parties in each real property asset owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee title insurance policies (the “Mortgage Policies”) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged Property, which amount shall not exceed the fair market value for each such Mortgaged Property, assuring the Commitment Parties that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, free and clear of all Liens except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iii) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage Policies;
(iv) such evidence satisfactory to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (i) be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing as to (1) whether any Mortgaged Property is a Flood Hazard Property and (2) if any Mortgaged Property is a Flood Hazard Property, (x) whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (Cy) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrowerapplicable Credit Party’s written acknowledgement acknowledgment of receipt of written notification from the Collateral Administrative Agent (iI) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iiII) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood Program; Insurance Program and (Dz) if any copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(C) maps or plats of an as-built survey of the sites of the Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence Properties; it being agreed that the surveys in existence as of the Closing Date and provided to the Administrative Agent pursuant to the terms of this clause (C) (along with a certificate of an Authorized Officer of the Borrower has obtained a policy of flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable to the Collateral Agent or Administrative Agent) are satisfactory;
(D) an environmental questionnaire executed by an Authorized Officer of the maximum limit of coverage made available Borrower with respect to all owned Mortgaged Properties, along with third-party environmental reviews of all owned Mortgaged Properties, including but not limited to Phase I environmental assessments; it being agreed that the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary of Phase I environmental assessments in existence on the Closing DateDate and provided to the Administrative Agent pursuant to the terms of this clause (D) are satisfactory;
(E) to the extent requested by the Administrative Agent, opinions of counsel to the Credit Parties for each jurisdiction in which the Mortgaged Properties are located; and
(viF) surveys of all to the extent available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties in a form sufficient to allow the Title Insurance Company to issue the Mortgage Policies without a standard survey exceptionare located.
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Real Property Collateral. The Collateral Administrative Agent shall have received (received, in form and substance reasonably satisfactory to the Commitment Parties):Agents:
(i) fully executed and notarized Mortgages Mortgage Instruments encumbering the fee interest of in the Credit Parties properties listed in each real property asset Schedule 4.1-2 as properties owned by a Credit Party set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” and collectivelythe Borrowers, the “Acquired Company and their respective Subsidiaries and, to the extent required by the Administrative Agent, the leasehold interest in the properties listed in Schedule 4.1-2 as Mortgaged Properties”), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee a title insurance policies (the “Mortgage Policies”) issued by First American National Title Insurance Company (the “Title Insurance Company”), report in an amount reasonably satisfactory to the Commitment Parties with respect to of each Mortgaged Property, which amount shall not exceed the fair market value for each such Mortgaged Property, assuring the Commitment Parties that the applicable Mortgages create valid and enforceable first priority mortgage liens on the respective Mortgaged Property, free and clear of all Liens except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Commitment Parties and for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment PartiesMortgaged Properties;
(iii) if requested by a Mortgage Policy with respect to each of the Commitment Parties, copies of all recorded documents Mortgaged Properties listed as exceptions to title or otherwise referred to in the Mortgage PoliciesSchedule 4.1-2 ;
(iv) such evidence satisfactory as to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (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 completed “Flood Certificate with respect to each Mortgaged Hazard Property, which Flood Certificate shall (i”) be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (C2) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the applicable Borrower’s written acknowledgement acknowledgment of receipt of written notification from the Collateral Administrative Agent (iy) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iiz) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood ProgramInsurance Program and (3) copies of insurance policies or certificates of insurance of the Borrowers, the Acquired Company and their respective Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(v) maps or plats of an as-built survey of (A) the sites of the owned Mortgaged Properties and (B) to the extent reasonably required by the Administrative Agent, the leased Mortgaged Properties, in each case certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor selected by the Parent Borrower and reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable Mortgage Policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (1) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (2) the lines of streets abutting the sites and width thereof; (3) all access and other easements appurtenant to the sites necessary to use the sites; (4) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (5) any encroachments on any adjoining property by the building structures and improvements on the sites; and (D6) if any the site is described as being on a filed map, a legend relating the survey to such map;
(vi) satisfactory environmental reviews of all owned Mortgaged Property is located Properties, including but not limited to Phase I environmental assessments, together with reliance letters in a Flood Zone and is located in a community that participates in favor of the Flood Program, evidence that the Borrower has obtained a policy Lenders;
(vii) opinions of flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable counsel to the Collateral Agent or Borrowers, the maximum limit of coverage made available with respect Acquired Company and their respective Subsidiaries for each jurisdiction in which the Mortgaged Properties are located;
(viii) to the particular type extent readily available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties are located;
(ix) an appraisal of property under each owned Mortgaged Property, in form and substance satisfactory to the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary of the Closing DateAdministrative Agent; and
(vix) surveys to the extent requested by the Administrative Agent, with respect to each leased Mortgaged Property, (i) a survey certified to the Administrative Agent by a firm of all Mortgaged Properties surveyors reasonably satisfactory to the Administrative Agent and (ii) a landlord waiver in a form sufficient and substance satisfactory to allow the Title Insurance Company to issue the Mortgage Policies without a standard survey exceptionAdministrative Agent.
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Real Property Collateral. The Collateral Administrative Agent shall have received (received, in form and substance reasonably satisfactory to the Commitment Parties):Agents and Lenders:
(i) fully executed and notarized Mortgages 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 of in the Credit Parties material Properties listed in each real property asset Schedule 5.5B as Properties owned by a Credit Party set forth on Schedule 4.01(k)(i) Loan Parties (each a “"Mortgaged Property” " and collectively, collectively the “"Mortgaged Properties”"), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee a title insurance policies report obtained by Loan Parties in respect of each of the Mortgaged Properties;
(the “Mortgage Policies”iii) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged Property, which amount shall an ALTA mortgagee title insurance policy (the "Mortgage Policies"), in amounts not exceed less than the fair market value for each such respective amounts designated in Schedule 5.5(B) with respect to any particular Mortgaged Property, assuring Administrative Agent that each of the Commitment Parties that the applicable Mortgages create Mortgage Instruments creates a valid and enforceable first priority First Priority mortgage liens lien on the respective applicable Mortgaged Property, free and clear of all Liens defects and encumbrances except Permitted LiensEncumbrances, which Mortgage Policies shall contain such endorsements as shall be in form and substance reasonably satisfactory to the Commitment Parties Agents and shall provide for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties any Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iii) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage PoliciesAgents;
(iv) such evidence satisfactory as to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (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 completed "Flood Certificate with respect to each Mortgaged Hazard Property, which Flood Certificate shall (i") be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (C2) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s applicable Loan Party's written acknowledgement acknowledgment of receipt of written notification from the Collateral Administrative Agent (ia) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iib) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood ProgramInsurance Program and (3) copies of insurance policies or certificates of insurance of Borrower and their Subsidiaries evidencing flood insurance reasonably satisfactory to Agents and naming Administrative Agent as sole loss payee on behalf of Lenders;
(v) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of Agents and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (DF) if any the site is described as being on a filed map, a legend relating the survey to said map;
(vi) opinions of counsel to Loan Parties for each jurisdiction in which the Mortgaged Property is located Properties are located;
(vii) zoning letters from each municipality or other Governmental Authority for each jurisdiction in a Flood Zone and is located in a community that participates in which the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable to the Collateral Agent or the maximum limit of coverage made available with respect to the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary of the Closing DateProperties are located; and
(viviii) surveys environmental reviews certified by a firm of surveyors reasonably satisfactory to Agents of all Mortgaged Properties in a form sufficient to allow the Title Insurance Company to issue the Mortgage Policies without a standard survey exceptionreal property owned by Borrower and its Subsidiaries.
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Real Property Collateral. The Collateral Within sixty (60) days after the Closing Date (or such extended period of time as agreed to by the Administrative Agent), the Administrative Agent shall have received (received, in form and substance reasonably satisfactory to the Commitment Parties):Administrative Agent:
(i) fully executed and notarized Mortgages Mortgage Instruments encumbering the fee owned or, to the extent not prohibited by the applicable lease or consented to by the applicable landlord, leasehold interest of in the Credit Parties in Mortgaged Properties owned or leased by each real property asset owned by a Credit Party as set forth on Schedule 4.01(k)(i) (each a “Mortgaged Property” and collectively, the “Mortgaged Properties”3.19(d), together with such UCC-1 financing statements or similar notices as the Collateral Agent shall reasonably deem appropriate with respect to each such Mortgaged Property;
(ii) ALTA or other appropriate form mortgagee a title insurance policies report in respect of each of the Mortgaged Properties;
(the “Mortgage Policies”iii) issued by First American National Title Insurance Company (the “Title Insurance Company”), in an amount reasonably satisfactory to the Commitment Parties with respect to each Mortgaged Property, which amount shall not exceed ALTA Mortgage Policies issued by the fair market value for each such Mortgaged PropertyTitle Insurance Company, assuring the Commitment Parties Administrative Agent that each of the applicable Mortgages create Mortgage Instruments creates a valid and enforceable first priority mortgage liens lien on the respective applicable Mortgaged Property, free and clear of all Liens defects and encumbrances except Permitted Liens, which Mortgage Policies shall contain such endorsements as shall be reasonably satisfactory to the Commitment Parties and provide for any other matters that the Commitment Parties may reasonably request, and providing affirmative insurance and such reinsurance as the Commitment Parties Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Commitment Parties;
(iii) if requested by the Commitment Parties, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage PoliciesAdministrative Agent;
(iv) such evidence satisfactory as to the Commitment Parties as the Commitment Parties reasonably may request to the effect that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are in compliance in all material respects with all applicable Laws;
(v) (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 completed “Flood Certificate with respect to each Mortgaged Hazard Property, which Flood Certificate shall (i”) be addressed to the Collateral Agent, (ii) be completed by a company which has certified the accuracy of the information contained therein, and (iii) otherwise comply with the Flood Program; (B) evidence describing if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which each such Mortgaged Property is located participates is participating in the National Flood Insurance Program; , (C2) if any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, the Borrower’s or the applicable Credit Party’s written acknowledgement acknowledgment of receipt of written notification from the Collateral Administrative Agent (iy) as to the existence of each fact that such Mortgaged Property, Property is a Flood Hazard Property and (iiz) as to whether the community in which each such Mortgaged Flood Hazard Property is located is participating in the National Flood Program; Insurance Program and (D3) if any copies of insurance policies or certificates of insurance of the Borrower and its Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(v) to the extent available, surveys of the sites of the Mortgaged Property is located Properties certified to the Administrative Agent and the Title Insurance Company in a Flood Zone manner reasonably satisfactory to them, dated a date satisfactory to each of the Administrative Agent and is located in a community that participates in the Flood Program, evidence that Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Administrative Agent and the Title Insurance Company;
(vi) opinions of counsel to the Borrower has obtained a policy of flood insurance that (i) covers any Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount reasonably acceptable to the Collateral Agent or the maximum limit of coverage made available with respect to applicable Credit Party for each jurisdiction where such entity is organized and in which the particular type of property under the Flood Program, whichever is less, and (iii) has a term ending not later than the sixth-anniversary of the Closing DateMortgaged Properties are located; and
(vivii) surveys in the case of all Mortgaged the Properties located in a form sufficient Lewisville, Texas and Vista, California, such estoppel letters, consents and waivers from the landlords on such Properties as the Administrative Agent may reasonably require; provided that the Credit Parties shall not be required (A) to allow obtain any such consent to the Title Insurance Company extent the applicable landlord refuses to issue execute such consent after the Mortgage Policies without a standard survey exceptionCredit Parties have used their commercially reasonable efforts to obtain such consent or (B) to expend any significant amount of money to obtain such consents.
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