Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Property in calculation of the provisions of Sections 10.1(b)(ii), (f) and (g), the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property unless the Borrower delivers to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan and physical condition of such Property; (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Property; (ii) An operating statement for such Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was owned by the Borrower or a Subsidiary for less than three years, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the Borrower’s knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request; (iii) To the extent available, three-year historical and pro forma capital expenditure reports and projections; (iv) Copies of any ground lease with respect to such Property; (v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report; (vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement; (vii) Copies of all policies of insurance required by Section 8.5; (viii) Seismic reports, if applicable and available to the Borrower, relating to such Property; and (ix) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its receipt of the foregoing documents and information, the Administrative Agent will promptly send the foregoing documents and information to each of the Lenders.
Appears in 5 contracts
Samples: Term Loan Agreement (Chesapeake Lodging Trust), Credit Agreement (Chesapeake Lodging Trust), Credit Agreement (Chesapeake Lodging Trust)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Hotel Property be included in calculation of the provisions of Sections 10.1(b)(ii), (f) and (g)Unencumbered Pool, the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property writing and shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property unless the Borrower delivers furnish to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary of the Hotel Property including, at a minimum, the following information relating to such Property: (A) a description of such Hotel Property, such description to include the age, location, site plan and physical condition of such Hotel Property; and (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Hotel Property;
(ii) An operating statement or statements for such Hotel Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP (if in the possession of the Borrower) for the previous three fiscal years, as well as operating statements for year (if in the most recent monthpossession of the Borrower), the year-to-date two fiscal years prior thereto (if in the possession of the Borrower) and the trailing twelve monthscurrent fiscal year (to the extent such Hotel Property was operating during such periods), provided that, with respect to any period during which such Hotel Property that was not owned by the Borrower or a Subsidiary for less than three yearsSubsidiary, such information shall only be required to be delivered to the extent reasonably available to in the possession of the Borrower and such certification may be based upon the best of the Borrower’s knowledge and provided further, that if knowledge;
(iii) If such Property has been operating for less than three yearsis leased under a ground lease, a copy of such ground lease;
(iv) A certificate of the Borrower shall provide certifying to the Administrative Agent and the Lenders that such projections and Hotel Property satisfies the requirements of Section 4.2.; and
(v) Such other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(iii) To the extent available, three-year historical and pro forma capital expenditure reports and projections;
(iv) Copies of any ground lease request with respect to such Hotel Property for the purpose of confirming that such Hotel Property is an Eligible Property;
(v. Upon the Administrative Agent’s receipt of Borrower’s request for inclusion of a Hotel Property in the Unencumbered Pool and of the items set forth above in this Section 4.1.(b) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable with respect to such Hotel Property, such Hotel Property shall be included in the Unencumbered Pool, in which event such Hotel Property shall thereafter constitute a Borrowing Base Property, provided, however, that the Operating Property Value of such Hotel Property shall not be taken into account in determining the Unencumbered Asset Value unless and until the Borrower shall deliver to the Administrative Agent) for Agent a Compliance Certificate that includes such Hotel Property and its primary competitive set for in the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(vii) Copies of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to the Borrower, relating to such Property; and
(ix) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its receipt of the foregoing documents and information, the Administrative Agent will promptly send the foregoing documents and information to each of the LendersUnencumbered Pool.
Appears in 3 contracts
Samples: Term Loan Agreement (RLJ Lodging Trust), Term Loan Agreement (RLJ Lodging Trust), Term Loan Agreement (RLJ Lodging Trust)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Hotel Property be included in calculation of the provisions of Sections 10.1(b)(ii), (f) and (g)Unencumbered Pool, the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property writing and shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property unless the Borrower delivers furnish to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary of the Hotel Property including, at a minimum, the following information relating to such Property: (A) a description of such Hotel Property, such description to include the age, location, site plan and physical condition of such Hotel Property; and (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Hotel Property;
(ii) An operating statement or statements for such Hotel Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP (if in the possession of the Borrower) for the previous three fiscal years, as well as operating statements for year (if in the most recent monthpossession of the Borrower), the year-to-date two fiscal years prior thereto (if in the possession of the Borrower) and the trailing twelve monthscurrent fiscal year (to the extent such Hotel Property was operating during such periods), provided that, with respect to any period during which such Hotel Property that was not owned by the Borrower or a Subsidiary for less than three yearsSubsidiary, such information shall only be required to be delivered to the extent reasonably available to in the possession of the Borrower and such certification may be based upon the best of the Borrower’s knowledge and provided further, that if knowledge;
(iii) If such Property has been operating for less than three yearsis leased under a ground lease, a copy of such ground lease;
(iv) A certificate of the Borrower shall provide certifying to the Administrative Agent and the Lenders that such projections and Hotel Property satisfies the requirements of Section 4.2.; and
(v) Such other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(iii) To the extent available, three-year historical and pro forma capital expenditure reports and projections;
(iv) Copies of any ground lease request with respect to such Hotel Property for the purpose of confirming that such Hotel Property is an Eligible Property;
(v. Upon the Administrative Agent’s receipt of Borrower’s request for inclusion of a Hotel Property in the Unencumbered Pool and of the items set forth above in this Section 4.1.(b) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable with respect to such Hotel Property, such Hotel Property shall be included in the Unencumbered Pool, in which event such Hotel Property shall thereafter constitute a Borrowing Base Property, provided, however, that the Operating Property Value of such Hotel Property shall not be taken into account in determining the Maximum Loan Availability unless and until the Borrower shall deliver to the Administrative Agent) for Agent a Compliance Certificate that includes such Hotel Property and its primary competitive set for in the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(vii) Copies of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to the Borrower, relating to such Property; and
(ix) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its receipt of the foregoing documents and information, the Administrative Agent will promptly send the foregoing documents and information to each of the LendersUnencumbered Pool.
Appears in 2 contracts
Samples: Credit Agreement (RLJ Lodging Trust), Credit Agreement (RLJ Lodging Trust)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Property be included in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Borrowing Base, the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property evaluated by the Agent unless and until the Borrower delivers to the Administrative Agent all of the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary A description of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan and physical condition of such Property; (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for proposed Improvements on such Property;
(ii) An operating statement Evidence that the proposed Property is an Eligible Property;
(iii) The Total Development Budget for the proposed Property, which shall evidence that the total development costs for such Property audited or certified by a representative net of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was owned by the Borrower or a Subsidiary for less than three years, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the Borrower’s knowledge Project Equity does not exceed the Available Funding Capacity and provided further, does not exceed $50,000,000;
(iv) Evidence that if such Property has been operating for less than three yearsthe Parent, the applicable Borrower shall provide or their respective Subsidiaries are the sole member(s), shareholder(s) or partner(s), as the case may be, of the Property Owner;
(v) Copies of any executed Lease and any lease letter of intent entered into by any Loan Party in connection with the Construction and/or the operation of the proposed Property;
(vi) A Proforma NOI for such projections proposed Property in form and substance satisfactory to the Agent; and
(vii) To the extent not provided under the immediately preceding clause (vi), such projections, proforma operating statements and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(iii) To the extent available, three-year historical and pro forma capital expenditure reports and projections;
(iv) Copies of any ground lease with respect to such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(vii) Copies . Upon receipt of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to the Borrower, relating to such Property; and
(ix) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its receipt of the foregoing documents and information, the Administrative Agent will shall promptly send distribute, at the Borrower’s cost, a copy of such documents and information to the Lenders. If, after receipt and review of all of the foregoing documents and information information, the Agent is prepared to accept such Property as a Borrowing Base Property, the Agent will so notify the Borrower and each Lender within ten (10) Business Days after receipt of all of such documents and information. If the LendersAgent fails to give such notice within such time period, the Agent shall be deemed to have rejected such Property as a Borrowing Base Property. The Agent shall determine whether to accept such Property as a Borrowing Base Property in its reasonable judgment.
Appears in 2 contracts
Samples: Construction Loan Agreement (Corporate Office Properties Trust), Construction Loan Agreement (Corporate Office Properties Trust)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Property in calculation calculations of the provisions of Sections 10.1(b)(ii)Borrowing Base, (f) and (g), the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property evaluated by the Lenders unless the and until Borrower delivers to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan plan, current occupancy rate and physical condition of such Property; (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Property;
(ii) An operating statement for such Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP for the previous three (3) fiscal years, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, ; provided that, with respect to any period such Property that was owned by the Borrower or a Subsidiary for less than three (3) years, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the Borrower’s actual knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide without any representation or warranty such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(iii) To A current rent roll for such Property certified by a representative of Borrower as being true and correct in all material respects, and three (3) year occupancy history of such Property certified by a representative of Borrower to be true and correct; provided that, with respect to any period such Property was owned by Borrower for less than three (3) years, such information shall only be required to be delivered to the extent available, three-year historical reasonably available to Borrower and pro forma capital expenditure reports and projectionssuch certification may be based upon Borrower’s actual knowledge;
(iv) Copies copies of any ground lease all Tenant Leases with respect to such Property;Property (or, if acceptable to Administrative Agent, a summary of the terms thereof); and
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(vii) Copies of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to the Borrower, relating to such Property; and
(ix) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon If requested by Borrower at the time of its submission, Administrative Agent shall commission, at Administrative Agent’s discretion and Borrower’s expense, an Appraisal of such Property, to be in form and substance satisfactory to Administrative Agent. If, after receipt and review of the foregoing documents and information, the Administrative Agent will promptly is prepared to recommend acceptance of such Property as a Borrowing Base Property, Administrative Agent shall so notify Borrower and each Lender within ten (10) Business Days after receipt and review of all of such documents and information. Within five (5) Business Days of Administrative Agent’s giving such notice to the Lenders, Administrative Agent shall send the foregoing documents and information to each of the Lenders.
Appears in 2 contracts
Samples: Revolving Loan Agreement (RREEF Property Trust, Inc.), Revolving Loan Agreement (RREEF Property Trust, Inc.)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Eligible Property be included in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Borrowing Base, the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property writing and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property unless the Borrower delivers to provide the Administrative Agent with the following, in form and substance reasonably satisfactory to the Administrative Agent:
(i) An operating statement for such Property certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP, if available, and otherwise in accordance with tax basis accounting principles, for the previous two fiscal years and for the current fiscal year through the fiscal quarter most recently ended to the extent available if such Property was acquired by the Borrower or a Subsidiary within the last 2 years;
(ii) A pro-forma operating statement or an operating budget for such Property for the current and immediately following fiscal year; provided, however, if such Property is subject to a Triple Net Lease, then only a 12-month forward rent roll shall be required;
(iii) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan survey, current occupancy rate and physical condition of such Property; Property and (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) , prepared by the current projected capital plans andBorrower, if applicableCoStar Group, current renovation plans for such PropertyInc. or another similar market analysis company reasonably acceptable to the Administrative Agent;
(iiiv) An operating statement for A “Phase I” environmental assessment of such Property audited not more than 12 months old (or certified by if such Property was previously subject to a representative Lien to secure Indebtedness of the Borrower as being true or a Subsidiary and correct such Indebtedness was later satisfied in all material respects and prepared order to include such Property in accordance with GAAP for the previous three fiscal yearsBorrowing Base, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was owned recently obtained “Phase I” obtained by the Borrower or a Subsidiary for less than three yearsSubsidiary, so long as such information shall only be required to be delivered to “Phase I” was obtained within 3 years of the extent reasonably available to date of notification by the Borrower and under this Section 4.1.(b), or such certification may be based upon longer period, not to exceed 6 years of the Borrower’s knowledge and provided further, that if such Property has been operating for less than three years, date of notification by the Borrower shall provide such projections and other information concerning the anticipated operation of such Property under this Section 4.1(b), as approved by the Administrative Agent may reasonably request;
(iiiin its reasonable discretion, and the Borrower certifies that the representation set forth in Section 7.1.(o) To is true and correct as of the extent availabledate of such notification), three-year historical and pro forma capital expenditure reports and projections;
(iv) Copies of which report has been prepared by Environmental Management Group or another environmental engineering firm acceptable to the Administrative Agent, such acceptance not to be unreasonably withheld, conditioned or delayed, including any ground lease with respect “Phase II” environmental assessment prepared or recommended by such environmental engineering firm to be prepared for such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to A Borrowing Base Certificate that includes the Administrative Agent) for Unencumbered Eligible Property Value of such Property and its primary competitive set for the most current month available, along with the prior year-end reportProperty;
(vi) Any PIP required to remain in compliance with To the applicable Franchise Agreement and Management Agreement;
(vii) Copies extent the owner of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available such Property is not the Borrower or already party to the BorrowerGuaranty, relating such deliveries as are required pursuant to Section 8.12 hereof (which items shall be delivered, and such Subsidiary shall become a Guarantor, prior to the date such Property is included as a Borrowing Base Property); and
(ixvii) Such other information the Administrative Agent may reasonably request in order to evaluate confirm that the Property is an Eligible Property. Upon its the Administrative Agent’s receipt of all of the foregoing documents items which shall be in form and information, substance reasonably satisfactory to the Administrative Agent will promptly send the foregoing documents and information Agent, such Property shall be deemed to each of the Lendersbe a Borrowing Base Property.
Appears in 2 contracts
Samples: Term Loan Agreement (Broadstone Net Lease Inc), Term Loan Agreement (Broadstone Net Lease Inc)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Eligible Property be included in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Borrowing Base, the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property writing and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property unless the Borrower delivers to provide the Administrative Agent with the following, in form and substance reasonably satisfactory to the Administrative Agent:
(i) An operating statement for such Property certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP, if available, and otherwise in accordance with tax basis accounting principles, for the previous two fiscal years and for the current fiscal year through the fiscal quarter most recently ended to the extent available if such Property was acquired by the Borrower or a Subsidiary within the last 2 years;
(ii) A pro-forma operating statement or an operating budget for such Property for the current and immediately following fiscal year; provided, however, if such Property is subject to a Triple Net Lease, then only a 12-month forward rent roll shall be required;
(iii) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan survey, current occupancy rate and physical condition of such Property; Property and (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) , prepared by the current projected capital plans andBorrower, if applicableCoStar Group, current renovation plans for such PropertyInc. or another similar market analysis company reasonably acceptable to the Administrative Agent;
(iiiv) An operating statement for A “Phase I” environmental assessment of such Property audited not more than 12 months old (or certified by if such Property was previously subject to a representative Lien to secure Indebtedness of the Borrower as being true or a Subsidiary and correct such Indebtedness was later satisfied in all material respects and prepared order to include such Property in accordance with GAAP for the previous three fiscal yearsBorrowing Base, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was owned recently obtained “Phase I” obtained by the Borrower or a Subsidiary for less than three yearsSubsidiary, so long as such information shall only be required to be delivered to “Phase I” was obtained within 3 years of the extent reasonably available to date of notification by the Borrower and under this Section 4.1.(b), or such certification may be based upon longer period, not to exceed 6 years of the Borrower’s knowledge and provided further, that if such Property has been operating for less than three years, date of notification by the Borrower shall provide such projections and other information concerning the anticipated operation of such Property under this Section 4.1(b), as approved by the Administrative Agent may reasonably request;
(iiiin its reasonable discretion, and the Borrower certifies that the representation set forth in Section 7.1.(o) To is true and correct as of the extent availabledate of such notification), three-year historical and pro forma capital expenditure reports and projections;
(iv) Copies of which report has been prepared by Environmental Management Group or another environmental engineering firm acceptable to the Administrative Agent, such acceptance not to be unreasonably withheld, conditioned or delayed, including any ground lease with respect “Phase II” environmental assessment prepared or recommended by such environmental engineering firm to be prepared for such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to A Borrowing Base Certificate that includes the Administrative Agent) for Unencumbered Eligible Property Value of such Property and its primary competitive set for the most current month available, along with the prior year-end reportProperty;
(vi) Any PIP required to remain in compliance with To the applicable Franchise Agreement and Management Agreement;
(vii) Copies extent the owner of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available such Property is not the Borrower or already party to the BorrowerGuaranty, relating such deliveries as are required pursuant to Section 8.12 hereof (which items shall be delivered, and such Subsidiary shall become a Guarantor, prior to the date such Property is included as a Borrowing Base Property); and
(ix) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its receipt of the foregoing documents and information, the Administrative Agent will promptly send the foregoing documents and information to each of the Lenders.
Appears in 2 contracts
Samples: Credit Agreement (Broadstone Net Lease Inc), Credit Agreement (Broadstone Net Lease Inc)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Hotel Property be included in calculation of the provisions of Sections 10.1(b)(ii), (f) and (g)Unencumbered Pool, the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property writing and shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property unless the Borrower delivers furnish to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary of the Hotel Property including, at a minimum, the following information relating to such Property: (A) a description of such Hotel Property, such description to include the age, location, site plan and physical condition of such Hotel Property; (B) the purchase price paid or to be paid for such Hotel Property; and (C) the current and projected condition identity of the regional market Approved Manager and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans Approved Brand for such Hotel Property;
(ii) An operating statement or statements for such Hotel Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP (if in the possession of the Borrower) for the previous three fiscal years, as well as operating statements for year (if in the most recent monthpossession of the Borrower), the year-to-date two fiscal years prior thereto (if in the possession of the Borrower) and the trailing twelve monthscurrent fiscal year (to the extent such Hotel Property was operating during such periods), provided that, with respect to any period during which such Hotel Property that was not owned by the Borrower or a Subsidiary for less than three yearsSubsidiary, such information shall only be required to be delivered to the extent reasonably available to in the possession of the Borrower and such certification may be based upon the best of the Borrower’s knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably requestknowledge;
(iii) To If requested by the extent availableAdministrative Agent, three-projections of Net Operating Income for such Hotel Property for the then current fiscal year, the next fiscal year historical (if in the possession of the Borrower) and pro forma capital expenditure reports and projectionsthe three fiscal years thereafter (if in the possession of the Borrower), with a summary of key assumptions;
(iv) Copies If requested by the Administrative Agent, a capital expenditure plan for the then current fiscal year, the next fiscal year and (if in possession of any ground lease with respect to such Propertythe Borrower) the three fiscal years thereafter;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable If requested by the Administrative Agent and to the Administrative Agent) for such Property and its primary competitive set extent in possession of the Borrower, any STAR reports for the most prior fiscal year and the current month availablefiscal year to date, along with the prior year-end reportcomparing such Hotel Property to its competitive set;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management AgreementIf such Property is leased under a ground lease, a copy of such ground lease;
(vii) Copies If requested by Administrative Agent, copies of all policies of insurance required by Section 8.5the other Material Contracts for such Hotel Property;
(viii) Seismic reports, if applicable A certificate of Borrower certifying to Administrative Agent and available the Lenders that such Hotel Property satisfies the requirements of Section 4.2. (except to the Borrower, relating extent that the Administrative Agent’s approval of the ground lease thereof is required for the same to such constitute an Eligible Property); and
(ix) Such other information as the Administrative Agent may reasonably request in order with respect to evaluate such Hotel Property for the purpose of confirming that such Hotel Property is an Eligible Property. Upon its receipt the Administrative Agent’s determination that a Hotel Property proposed by the Borrower for inclusion in the Unencumbered Pool (which determination shall not be unreasonably withheld, and shall in any event be made within ten (10) Business Days of the foregoing documents and informationBorrower’s request therefor accompanied by the deliverables required pursuant to this Section 4.1.(b)) satisfies the requirements set forth herein, the Administrative Agent will promptly send shall so notify the foregoing documents Borrower and information the Lenders in writing, and such Hotel Property shall thereafter constitute a Borrowing Base Property, provided, however, that the Operating Property Value of such Hotel Property shall not be taken into account in determining the Maximum Loan Availability unless and until the Borrower shall deliver to each of the LendersAdministrative Agent a Compliance Certificate that includes such Hotel Property in the Unencumbered Pool.
Appears in 1 contract
Samples: Credit Agreement (RLJ Lodging Trust)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Hotel Property be included in calculation of the provisions of Sections 10.1(b)(ii), (f) and (g)Unencumbered Pool, the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property writing and shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property unless the Borrower delivers furnish to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent:
(i) designate such Hotel Property as a “Borrowing Base Property” pursuant to any Compliance Certificate from time to time delivered hereunder. An executive summary of the Hotel Property including, at a minimum, the following information relating to such Property: (A) a description of such Hotel Property, such description to include the age, location, site plan and physical condition of such Hotel Property; and (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Hotel Property;
(ii) An operating statement or statements for such Hotel Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP (if in the possession of the Borrower) for the previous three fiscal years, as well as operating statements for year (if in the most recent monthpossession of the Borrower), the year-to-date two fiscal years prior thereto (if in the possession of the Borrower) and the trailing twelve monthscurrent fiscal year (to the extent such Hotel Property was operating during such periods), provided that, with respect to any period during which such Hotel Property that was not owned by the Borrower or a Subsidiary for less than three yearsSubsidiary, such information shall only be required to be delivered to the extent reasonably available to in the possession of the Borrower and such certification may be based upon the best of the Borrower’s knowledge and provided further, that if knowledge;
(iii) If such Property has been operating for less than three yearsis leased under a ground lease, a copy of such ground lease;
(iv) A certificate of the Borrower shall provide certifying to the Administrative Agent and the Lenders that such projections and Hotel Property satisfies the requirements of Section 4.2.; and
(v) Such other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(iii) To the extent available, three-year historical and pro forma capital expenditure reports and projections;
(iv) Copies of any ground lease request with respect to such Hotel Property for the purpose of confirming that such Hotel Property is an Eligible Property;
(v. Upon the Administrative Agent’s receipt of Borrower’s request for inclusion of a Hotel Property in the Unencumbered Pool and of the items set forth above in this Section 4.1.(b) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable with respect to such Hotel Propertysuch Compliance Certificate, such Hotel Property shall be included in the Unencumbered Pool, in which event such Hotel Property shall thereafter constitute a Borrowing Base Property,; provided, however, that the Operating Property Value of such Hotel Property shall not be taken into account in determining the Unencumbered Asset Value unless and until the Borrower shall deliver to the Administrative Agent) for Agent a Compliance Certificate that includes such Hotel Property and its primary competitive set for in the most current month availableUnencumbered Pool.; provided, along with further, however, that in no event shall Properties owned by, or subject to a Qualified Ground Lease to, any Excluded FelCor Subsidiary be included in the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(vii) Copies of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to the Borrower, relating to Unencumbered Pool so long as such Property; and
(ix) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its receipt of the foregoing documents and information, the Administrative Agent will promptly send the foregoing documents and information to each of the LendersFelCor Subsidiary constitutes an Excluded FelCor Subsidiary.
Appears in 1 contract
Additional Borrowing Base Properties. If after the Effective Agreement Date the Borrower desires that the Lenders include any an additional Property in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Borrowing Base, the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property evaluated by the Lenders unless and until the Borrower delivers to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary of the Property including, at a minimum, the following information relating to such Property: (Aa) a description of such Property, such description to include the age, location, site plan plan, current occupancy rate and physical condition of such Property; (Bb) the purchase price paid or to be paid for such PropertyProperty if such Property was acquired within 12 months of the submission of such Property hereunder; (Cc) the current and projected condition of the regional market and specific submarket in which such Property is located; and , (Dd) the current projected capital plans and, if applicable, current renovation plans for such Property, and (e) other demographic and trade information relating to such Property as may be reasonably requested by the Agent;
(ii) An Evidence that such Property has been operating for at least ninety (90) days, including an operating statement for such Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP for the previous three two fiscal years, as well as operating statements years and for the current fiscal year through the fiscal quarter most recent month, the year-to-date and the trailing twelve monthsrecently ending, provided that, with respect to any period such Property that was not owned by the Borrower or Borrower, a Subsidiary for less than three yearsor an Approved Joint Venture, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower’s knowledge 's knowledge, and provided further, that if such Property has been operating for less than three two fiscal years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(iii) To the extent availableA current rent roll, including a lease maturity schedule, for such Property, together with a three-year historical occupancy history of such Property, in each case certified by a representative of the Borrower to be true and pro forma capital expenditure reports correct, provided that, with respect to any period such Property was not owned by the Borrower, a Subsidiary or an Approved Joint Venture, all such information shall only be required to be delivered to the extent reasonably available to the Borrower and projectionssuch certification may be based upon the best of the Borrower's knowledge;
(iv) Copies of any ground lease all Leases with respect to such Property and a summary of all Leases with respect to such Property, provided that if such Property is a multi-family residential property, only the form residential lease shall be submitted;
(v) The Xxxxx Travel STAR Report (or Copies of any successor thereto or substitute therefor reasonably acceptable environmental assessments reports relating to the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(vii) Copies of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to the Borrower, relating to such Property; and
(ixvi) Such other information the Administrative Agent or Lenders may reasonably request in order to evaluate the Property. Upon its If, after receipt and review of the foregoing documents and information, the Administrative Agent is prepared to recommend acceptance of such Property as a Borrowing Base Property, the Agent will promptly so notify the Borrower and each Lender within 10 Business Days after receipt and review of all of such documents and information. Within 5 Business Days of the Agent's giving such notice to the Lenders, the Agent will send the foregoing documents and information to each of the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Pennsylvania Real Estate Investment Trust)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Hotel Property be included in calculation of the provisions of Sections 10.1(b)(ii), (f) and (g)Unencumbered Pool, the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property writing and shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property unless the Borrower delivers furnish to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent:
(i) designate such Hotel Property as a “Borrowing Base Property” pursuant to any Compliance Certificate from time to time delivered hereunder. An executive summary of the Hotel Property including, at a minimum, the following information relating to such Property: (A) a description of such Hotel Property, such description to include the age, location, site plan and physical condition of such Hotel Property; and (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Hotel Property;
(ii) An operating statement or statements for such Hotel Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP (if in the possession of the Borrower) for the previous three fiscal years, as well as operating statements for year (if in the most recent monthpossession of the Borrower), the year-to-date two fiscal years prior thereto (if in the possession of the Borrower) and the trailing twelve monthscurrent fiscal year (to the extent such Hotel Property was operating during such periods), provided that, with respect to any period during which such Hotel Property that was not owned by the Borrower or a Subsidiary for less than three yearsSubsidiary, such information shall only be required to be delivered to the extent reasonably available to in the possession of the Borrower and such certification may be based upon the best of the Borrower’s knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably requestknowledge;
(iii) To the extent available, three-year historical and pro forma capital expenditure reports and projections;
(iv) Copies of any ground lease with respect to such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(vii) Copies of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to the Borrower, relating to such Property; and
(ix) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its receipt of the foregoing documents and information, the Administrative Agent will promptly send the foregoing documents and information to each of the Lenders.
Appears in 1 contract
Samples: Credit Agreement (RLJ Lodging Trust)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Property be included in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Borrowing Base, the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property evaluated by the Agent unless and until the Borrower delivers to the Administrative Agent all of the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan and physical condition of such Property; (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Property;
(ii) An operating statement for such Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was not owned by the Borrower or a Subsidiary for less than three yearsSubsidiary, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower’s knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(ii) A current rent roll for such Property certified by a representative of the Borrower as being true and correct in all material respects, and one-year occupancy history of such Property certified by a representative of the Borrower to be true and correct, provided that, with respect to any period such Property was not owned by the Borrower or a Subsidiary, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower’s knowledge;
(iii) To the extent availablenot provided under the immediately preceding clause (i), three-year historical such projections and pro forma capital expenditure reports and projectionsother information concerning the anticipated operation of such Property as the Agent may reasonably request;
(iv) Copies of Budgets with respect to any ground lease capital expenditures to be made with respect to such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to Property within the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(vii) Copies of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to the Borrower, relating to such Propertynext twelve months; and
(ixv) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its If, after receipt and review of all of the foregoing documents and information, the Administrative Agent is prepared to accept such Property as a Borrowing Base Property, the Agent will promptly send so notify the foregoing Borrower and each Lender within 5 Business Days after receipt of all of such documents and information information. If the Agent fails to each of give such notice within such time period, the LendersAgent shall be deemed to have rejected such Property as a Borrowing Base Property. The Agent shall determine whether to accept such Property as a Borrowing Base Property in its reasonable judgment.
Appears in 1 contract
Samples: Credit Agreement (Corporate Office Properties Trust)
Additional Borrowing Base Properties. If Subject to the immediately following subsection (e), if after the Effective Date the Borrower desires that the Lenders include any additional Property be included in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Borrowing Base, the Borrower shall so notify the Administrative Agent in writing. To writing and provide the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property unless the Borrower delivers to the Administrative Agent with the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary of the Property includingIf available, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan and physical condition of such Property; (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Property;
(ii) An an operating statement for such Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was not owned by the Borrower or a Subsidiary for less than three yearsSubsidiary, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower’s knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(ii) A current rent roll for such Property certified by a representative of the Borrower as being true and correct in all material respects, and one-year occupancy history of such Property certified by a representative of the Borrower to be true and correct, provided that, with respect to any period such Property was not owned by the Borrower or a Subsidiary, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower’s knowledge;
(iii) To the extent availablenot provided under the immediately preceding clause (i), three-year historical such projections and pro forma capital expenditure reports and projectionsother information concerning the anticipated operation of such Property as the Agent may reasonably request;
(iv) Copies of Budgets with respect to any ground lease capital expenditures to be made with respect to such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to Property within the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(vii) Copies of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to the Borrower, relating to such Propertynext twelve months; and
(ixv) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its receipt of the foregoing documents and information, the Administrative Agent will promptly send the foregoing documents and information to each of the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Corporate Office Properties Trust)
Additional Borrowing Base Properties. If If, after the Effective Date Date, the Borrower desires that the Lenders include any additional Eligible Property be included in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Borrowing Base, the Borrower shall so notify the Administrative Agent in writing. To , such notification to include a certification by the extent Borrower that such Property is an Eligible Property; provided, however, that (x) if any portion of a Property is leased under a ground lease that would qualify as a Ground Lease but for the failure to satisfy clause (a) of the definition of “Ground Lease”, or (y) if such Property is not primarily operated as a self-storage facility, and as a result of either condition set forth in the foregoing clauses (x) or (y), a Property would not qualify as an Eligible Property, then in such case, the Borrower may nevertheless submit such Property shall only be included as a for inclusion in the Borrowing Base Property and included in subject to the calculation of Unencumbered Borrowing Base Asset Value upon the consent approval of the Requisite Lenders in their sole discretionLenders. No Property will be included evaluated for inclusion as a Borrowing Base Property unless it is an Eligible Property, subject to the immediately preceding sentence, and unless and until the Borrower delivers to the Administrative Agent each of the following, in form and substance reasonably satisfactory to the Administrative Agent:
(i) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a A description of such Property, such description to include the age, location, site plan location and physical condition size of such Property; (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Property;
(ii) An operating statement for such Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was not owned by the Borrower or a Subsidiary for less than three yearsSubsidiary, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower’s knowledge knowledge;
(iii) A current rent roll in substantially the form attached hereto as Exhibit Q and provided further, that if a one-year occupancy history of such Property has been operating for less than three yearseach certified by a representative of the Borrower to be true and correct, provided that, with respect to any period such Property was not owned by the Borrower or a Subsidiary, the occupancy history shall only be required to be delivered to the extent reasonably available to the Borrower shall provide and such certification may be based upon the best of the Borrower’s knowledge;
(iv) Such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(iiiv) To the extent available, three-year historical and pro forma Budgets with respect to any capital expenditure reports and projections;
(iv) Copies of any ground lease expenditures to be made with respect to such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to Property within the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(vii) Copies of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to the Borrower, relating to such Propertynext twelve months; and
(ixvi) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its receipt of Property which information is readily available to the foregoing documents and information, Borrower or can be obtained by the Administrative Agent will promptly send the foregoing documents and information to each of the LendersBorrower without unreasonable expense.
Appears in 1 contract
Samples: Credit Agreement (U-Store-It Trust)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Property in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Maximum Loan Availability, the Borrower shall so notify the Administrative Agent in writing. To the extent such No Property can be included in calculations of Maximum Loan Availability unless it is not an Eligible Property, such Property shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property unless and until the Borrower delivers to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary of the such Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan plan, current occupancy rate and physical condition of such Property; (B) the purchase price paid or to be paid for such Property; (C) the purchase agreement executed in connection with the acquisition of such Property; (D) the current and projected condition of the regional market and specific submarket in which such Property is located; and (DE) the current projected capital plans, stacking plans and, if applicable, current renovation plans for such Property;
(ii) An operating statement for such Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, as well as operating statements provided that, with respect to any period such Property was owned by the Borrower or a Subsidiary for the most recent monthless than three years, the yearBorrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(iii) (A) A current rent roll for such Property, in form and substance satisfactory to Administrative Agent, certified by a representative of the Borrower as being true and correct in all material respects, and three-to-date year occupancy history of such Property certified by a representative of the Borrower to be true and the trailing twelve monthscorrect, provided that, with respect to any period such Property that was owned by the Borrower or a Subsidiary for less than three years, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower’s knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(iiiB) To to the extent available, three-year historical and pro forma capital expenditure reports and projections;
an ARGUS report (ivor other similar information) Copies of any ground lease with respect to such Property;
(viv) The Xxxxx Travel STAR Report (A certificate from the chief executive officer or any successor thereto or substitute therefor reasonably acceptable the chief financial officer of the Parent demonstrating compliance on a pro forma basis after giving effect to the Administrative Agent) for inclusion of such Property and its primary competitive set for the most current month available, along into calculations of Maximum Loan Availability with the prior year-end reportcovenants set forth in Section 10.1.;
(viv) Any PIP required to remain in compliance with A certification by the applicable Franchise Agreement and Management Agreement;
(vii) Copies of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to the Borrower, relating to Borrower that such Property qualifies as an Eligible Property; and
(ixvi) Such projections and other information regarding the anticipated operation of such Property and regarding the Property generally as the Administrative Agent may reasonably request in order to evaluate the Property. Upon its receipt of the foregoing documents and information, the Administrative Agent will promptly send the foregoing documents and information to each of the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Excel Trust, Inc.)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Eligible Property be included in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Borrowing Base, the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property writing and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property unless the Borrower delivers to provide the Administrative Agent with the following, in form and substance reasonably satisfactory to the Administrative Agent:
(i) An operating statement for such Property certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP, if available, and otherwise in accordance with tax basis accounting principles, for the previous two fiscal years and for the current fiscal year through the fiscal quarter most recently ended to the extent available if such Property was acquired by the Borrower or a Subsidiary within the last 2 years;
(ii) A pro-forma operating statement or an operating budget for such Property for the current and immediately following fiscal year; provided, however, if such Property is subject to a Triple Net Lease, then only a 12-month forward rent roll shall be required;
(iii) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan survey, current occupancy rate and physical condition of such Property; Property and (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) , prepared by the current projected capital plans andBorrower, if applicableCoStar Group, current renovation plans for such PropertyInc. or another similar market analysis company reasonably acceptable to the Administrative Agent;
(iiiv) An operating statement for A “Phase I” environmental assessment of such Property audited not more than 12 months old (or certified by if such Property was previously subject to a representative Lien to secure Indebtedness of the Borrower as being true or a Subsidiary and correct such Indebtedness was later satisfied in all material respects and prepared order to include such Property in accordance with GAAP for the previous three fiscal yearsBorrowing Base, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was owned recently obtained “Phase I” obtained by the Borrower or a Subsidiary for less than three yearsSubsidiary, so long as such information shall only be required to be delivered to “Phase I” was obtained within 3 years of the extent reasonably available to date of notification by the Borrower and under this Section 4.1.(b), or such certification may be based upon longer period, not to exceed 6 years of the Borrower’s knowledge and provided further, that if such Property has been operating for less than three years, date of notification by the Borrower shall provide such projections and other information concerning the anticipated operation of such Property under this Section 4.1(b), as approved by the Administrative Agent may reasonably request;
(iiiin its reasonable discretion, and the Borrower certifies that the representation set forth in Section 7.1.(o) To is true and correct as of the extent availabledate of such notification), three-year historical and pro forma capital expenditure reports and projections;
(iv) Copies of which report has been prepared by Environmental Management Group or another environmental engineering firm acceptable to the Administrative Agent, such acceptance not to be unreasonably withheld, conditioned or delayed, including any ground lease with respect “Phase II” environmental assessment prepared or recommended by such environmental engineering firm to be prepared for such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to A Borrowing Base Certificate that includes the Administrative Agent) for Unencumbered Eligible Property Value of such Property and its primary competitive set for the most current month available, along with the prior year-end reportProperty;
(vi) Any PIP required to remain in compliance with To the applicable Franchise Agreement and Management Agreement;
(vii) Copies extent the owner of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available such Property is not the Borrower or already party to the BorrowerGuaranty, relating such deliveries as are required pursuant to Section 8.12. hereof (which items shall be delivered, and such Subsidiary shall become a Guarantor, prior to the date such Property is included as a Borrowing Base Property); and
(ixvii) Such other information the Administrative Agent may reasonably request in order to evaluate confirm that the Property is an Eligible Property. Upon its the Administrative Agent’s receipt of all of the foregoing documents items which shall be in form and information, substance reasonably satisfactory to the Administrative Agent will promptly send the foregoing documents and information Agent, such Property shall be deemed to each of the Lendersbe a Borrowing Base Property.
Appears in 1 contract
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires Borrowers desire that the Lenders include any additional Property in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Borrowing Base, the Borrower Borrowers shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base evaluated by the Lenders unless it is an Eligible Property and unless and until the Borrower delivers Borrowers deliver to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan plan, current occupancy rate and physical condition of such Property; (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Property;
(ii) An operating statement for such Property audited or certified by a representative Responsible Officer of the Borrower Borrowers as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was owned by the Borrower Borrowers or a Subsidiary for less than three years, such information shall only be required to be delivered to the extent reasonably available to the Borrower Borrowers and such certification may be based upon the Borrower’s best of the Borrowers’ knowledge and provided further, that if such Property has been operating for less than three years, the Borrower Borrowers shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(iii) To A current rent roll (including Argus or similar information if available) for such Property certified by a Responsible Officer of the extent availableBorrowers as being true and correct in all material respects, and three-year historical occupancy history of such Property certified by a Responsible Officer of the Borrowers to be true and pro forma capital expenditure reports correct, provided that, with respect to any period such Property was owned by the Borrowers or a Subsidiary for less than three years, such information shall only be required to be delivered to the extent reasonably available to the Borrowers and projectionssuch certification may be based upon the best of the Borrowers’ knowledge;
(iv) A copy of a recent ALTA Owner’s Policy of Title Insurance (“Owner’s Policy”) covering such Property showing the identity of the fee titleholder thereto and all matters of record;
(v) Copies of all documents of record reflected in Schedule A and Schedule B of the Owner’s Policy and a copy of the most recent real estate tax bxxx and notice of assessment;
(vi) A current or currently certified survey of such Property certified by a surveyor licensed in the applicable jurisdiction to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys;
(vii) If not adequately covered by the survey certification provided for above, a certificate from a licensed engineer or other professional satisfactory to the Administrative Agent that such Property is not located in a Special Flood Hazard Area as defined by the Federal Insurance Administration;
(viii) A “Phase I” environmental assessment of such Property not more than 12 months old, which report (1) has been prepared by an environmental engineering firm acceptable to the Administrative Agent and (2) complies with the requirements contained in the Administrative Agent’s guidelines adopted from time to time by the Administrative Agent to be used in its lending practice generally and any ground lease other environmental assessments or other reports relating to such Property, including any “Phase II” environmental assessment prepared or recommended by such environmental engineering firm to be prepared for such Property;
(ix) An engineering report for such Property not more than six (6) months old and prepared by an engineering firm acceptable to the Administrative Agent;
(x) Copies of (1) all Property Management Agreements and all Material Contracts relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property, if any, and (2) in any event copies of all Tenant Leases with respect to such Property (or, if acceptable to the Administrative Agent, a summary of the terms thereof);
(xi) Evidence that such Property complies with applicable zoning and land use laws, which evidence shall not be more than six (6) months old;
(xii) UCC, tax, judgment and lien search reports with respect to the Borrowers (or a Subsidiary if such Property is owned by a Subsidiary) and such Property in all necessary or appropriate jurisdictions indicating that there are no Liens of record on such Property other than Permitted Liens;
(xiii) Plans and specifications for such Property, provided the same shall only be required to the extent reasonably available to the Borrowers;
(xiv) Final certificates of occupancy and any other Governmental Approvals relating to such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(viixv) Copies of all policies of insurance required by Section 8.5;
(viiixvi) Seismic reports, if applicable An inspection of such Property by Administrative Agent and available to the Borrower, relating to such Propertyits engineers and consultants; and
(ixxvii) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its If, after receipt and review of the foregoing documents and information, the Administrative Agent is prepared to recommend acceptance of such Property as a Borrowing Base Property, the Administrative Agent will promptly so notify the Borrowers and each Lender within ten (10) Business Days after receipt and review of all of such documents and information. Within five (5) Business Days of the Administrative Agent’s giving such notice to the Lenders, the Administrative Agent will send the foregoing documents and information to each of the Lenders.
Appears in 1 contract
Samples: Credit Agreement (American Realty Capital Properties, Inc.)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Property as a Borrowing Base Property in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Borrowing Base, the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property evaluated by the Lenders unless and until the Borrower delivers to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan plan, current occupancy rate and physical condition of such Property; (B) if such Property is being acquired, the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Property;
(ii) An operating statement for such Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was owned by the Borrower or a Subsidiary for less than three (3) years, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower’s 's knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;; and
(iii) To A current rent roll for such Property certified by a representative of the extent availableBorrower as being true and correct in all material respects, and three-year historical occupancy history of such Property certified by a representative of the Borrower to be true and pro forma capital expenditure reports correct, provided that, with respect to any period such Property was owned by the Borrower or a Subsidiary for less than three (3) years, such information shall only be required to be delivered to the extent reasonably available to the Borrower and projections;such certification may be based upon the best of the Borrower's knowledge. If, after receipt and review of the foregoing documents and information described in clauses (i)-(iii) above, the Administrative Agent is prepared to recommend acceptance of such Property as a Borrowing Base Property, the Administrative Agent will so notify the Borrower and each Lender within ten (10) Business Days after receipt and review of all of such documents and information, which notice to Lenders shall include copies of said documents and information. Within ten (10) Business Days from the date on which a Lender receives such notice from the Administrative Agent, such Lender shall notify the Administrative Agent whether or not such Lender conditionally approves of such Property as a Borrowing Base Property subject only to such Lender's approval of the documents described in clauses (iv)-(xvi) below and applicable Appraisal and other items as provided in this subsection (b) and the immediately following subsection (c). If a Lender fails to give such notice prior to the expiration of such 10-Business Day period, such Lender shall be deemed to have conditionally approved such Property as a Borrowing Base Property. If the Requisite Lenders (which for purposes of this subsection (b) must include the Lender then acting as Administrative Agent so long as it is not then a Defaulting Lender) have not conditionally approved such Property as a Borrowing Base Property, the approval process shall terminate. If the Requisite Lenders give conditional approval of a Property as a Borrowing Base Property, then Borrower shall promptly deliver to Administrative Agent the following, in form and substance satisfactory to the Administrative Agent, and Administrative Agent shall promptly forward copies thereof to all Lenders:
(iv) A copy of a recent ALTA Owner's Policy of Title Insurance ("Owner's Policy") covering such Property showing the identity of the fee titleholder thereto and all matters of record;
(v) Copies of all documents of record reflected in Schedule A and Schedule B of the Owner's Policy and a copy of the most recent real estate tax xxxx and notice of assessment;
(vi) A current or currently certified survey of such Property certified by a surveyor licensed in the applicable jurisdiction to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys;
(vii) If not adequately covered by the survey certification provided for above, a certificate from a licensed engineer or other professional satisfactory to the Administrative Agent that such Property is not located in a Special Flood Hazard Area as defined by the Federal Insurance Administration;
(viii) A "Phase I" environmental assessment of such Property not more than twelve (12) months old, which report (1) has been prepared by an environmental engineering firm acceptable to the Administrative Agent and (2) complies with the requirements contained in the Administrative Agent 's guidelines adopted from time to time by the Administrative Agent to be used in its lending practice generally and any ground lease other environmental assessments or other reports relating to such Property, including any "Phase II" environmental assessment prepared or recommended by such environmental engineering firm to be prepared for such Property;
(ix) An engineering report for such Property not more than twelve (12) months old and prepared by an engineering firm acceptable to the Administrative Agent;
(x) Copies of (1) all Property Management Agreements and all Material Contracts relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property, if any, and (2) in any event copies of all Tenant Leases with respect to such Property (or, if acceptable to the Administrative Agent, a summary of the terms thereof);
(xi) Evidence that such Property complies with applicable zoning and land use laws;
(xii) UCC, tax, judgment and lien search reports with respect to the Borrower (or Subsidiary if such Property is owned by a Subsidiary) and such Property in all necessary or appropriate jurisdictions indicating that there are no Liens of record on such Property other than Permitted Liens;
(xiii) Plans and specifications for such Property, provided the same shall only be required to the extent reasonably available to the Borrower;
(xiv) Final certificates of occupancy and any other Governmental Approvals relating to such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(viixv) Copies of all policies certificates of insurance evidencing the insurance required by Section 8.5;
(viii) Seismic reports. and, if applicable and available to the Borrowerat Administrative Agent's request, relating to copies of such Propertypolicies or such summaries of such policies as Administrative Agent shall reasonably require; and
(ixxvi) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its receipt of the foregoing documents and information, the Administrative Agent will promptly send the foregoing documents and information to each of the Lenders.
Appears in 1 contract
Additional Borrowing Base Properties. If after the Effective Date the Borrower Parent desires that the Lenders include any additional Property in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Maximum Loan Availability Criteria, the Borrower Parent shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property evaluated by the Lenders unless and until the Borrower Parent delivers to the Administrative Agent and the Initial Lenders the following, in form and substance reasonably satisfactory to the Administrative AgentAgent and the Initial Lenders:
(i) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan plan, current occupancy rate and physical condition of such Property; (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Property;
(ii) An operating statement for such Property audited or certified by a representative of the Borrower Parent as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was owned by the Borrower Parent or a Subsidiary of the Parent for less than three years, such information shall only be required to be delivered to the extent reasonably available to the Borrower Parent and such certification may be based upon the Borrowerbest of the Parent’s knowledge and provided further, that if such Property has been operating for less than three years, the Borrower Parent shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent or an Initial Lender may reasonably request;
(iii) To A current rent roll for such Property certified by a representative of the extent availableParent as being true and correct in all material respects and evidencing an Occupancy Rate of 75% or greater, and three-year historical occupancy history of such Property certified by a representative of the Parent to be true and pro forma capital expenditure reports correct, provided that, with respect to any period such Property was owned by the Parent or a Subsidiary of the Parent for less than three years, such information shall only be required to be delivered to the extent reasonably available to the Parent and projectionssuch certification may be based upon the best of the Parent’s knowledge;
(iv) A copy of a recent ALTA Owner’s Policy of Title Insurance (“Owner’s Policy”) (or, if the applicable Property is being added as a Borrowing Base Property simultaneously with the acquisition thereof, a commitment for such Owner’s Policy, with the actual Owner’s Policy to be delivered to the Administrative Agent and the Initial Lenders simultaneously with the addition thereof to the Borrowing Base Property) covering such Property showing the identity of the fee titleholder thereto and all matters of record;
(v) Copies of all documents of record reflected in Schedule A and Schedule B of the Owner’s Policy (or commitment therefor, if the applicable Property is being added as a Borrowing Base Property simultaneously with the acquisition thereof) and a copy of the most recent real estate tax xxxx and notice of assessment;
(vi) A current or currently certified survey of such Property certified by a surveyor licensed in the applicable jurisdiction to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys;
(vii) If not adequately covered by the survey certification provided for above, a certificate from a licensed engineer or other professional reasonably satisfactory to the Administrative Agent and the Initial Lenders that such Property is not located in a special flood hazard area as defined by the Federal Emergency Management Agency;
(viii) A “Phase I” environmental assessment of such Property not more than twelve (12) months old, which report (1) has been prepared by an environmental engineering firm reasonably acceptable to the Administrative Agent and the Initial Lenders and (2) complies with the requirements contained in the Administrative Agent’s and each Initial Lender’s guidelines adopted from time to time by the Administrative Agent and each Initial Lender that are applied in its respective lending practice generally and any ground lease other environmental assessments or other reports relating to such Property, including any “Phase II” environmental assessment prepared or recommended by such environmental engineering firm to be prepared for such Property;
(ix) A property condition report for such Property not more than twelve (12) months old and prepared by a firm or firms acceptable to the Administrative Agent and the Initial Lenders;
(x) Copies of (1) all Property Management Agreements and all Material Contracts relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property, if any, and (2) copies of all Major Tenant Leases with respect to such Property (or, if acceptable to the Administrative Agent and the Initial Lenders, a summary of the terms thereof);
(xi) A property zoning report indicating that such Property complies in all material respects with applicable zoning and land use laws;
(xii) UCC, tax, judgment and lien search reports with respect to the Borrower (or Subsidiary if such Property is owned by a Subsidiary) and such Property in all necessary or appropriate jurisdictions indicating that there are no Liens of record on such Property other than Permitted Liens of the types described in clauses (a) through (f) and (h) of the definition of “Permitted Liens”;
(xiii) Plans and specifications for such Property, provided the same shall only be required to the extent reasonably available to the Borrower;
(xiv) Final certificates of occupancy and, to the extent reasonably available to the Borrower, any other Governmental Approvals necessary for the operation of such Property or as otherwise requested by the Administrative Agent or any Initial Lender relating to such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(viixv) Copies of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to the Borrower, relating to such Property.; and
(ixxvi) Such other information the Administrative Agent and the Initial Lenders may reasonably request in order to evaluate the PropertyProperty (including (i) to the extent not otherwise described above, information of a type consistent with the information describe in Part I of Schedule 6.1 with respect to such Property and (ii) any supplements to the Schedules hereto with respect to such Property reasonably acceptable to the Administrative Agent). Upon its receipt and approval of the foregoing documents and information, unless the Administrative Agent or any Initial Lender reasonably determines that the proposed Property does not satisfy the requirements of an Eligible Property and have an Occupancy Rate of 75% or greater (a “Rejected Property”), the Administrative Agent and the Initial Lenders shall recommend acceptance of such Property as a Borrowing Base Property and the Administrative Agent shall notify the Borrower and each Lender within ten (10) Business Days after receipt and review of all of such documents and information. Within five (5) Business Days of the Administrative Agent’s giving such notice to the Lenders, the Administrative Agent will promptly send the foregoing documents and information to each of the Lenders. In the case of a Rejected Property, the Administrative Agent shall promptly notify the Borrower and the Initial Lenders and the consideration by the Administrative Agent and the Lenders of such Property shall cease.
Appears in 1 contract
Samples: Credit Agreement (Parkway, Inc.)
Additional Borrowing Base Properties. If after the Effective Agreement Date the Borrower desires that the Lenders include any additional Property be included in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Borrowing Base, the Borrower shall so notify the Administrative Agent in writing. To , such notification to include a certification by the extent Borrower that such Property is not an Eligible Property, such Property shall only be included as a and that it meets the Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretionCriteria. No Property will be included evaluated for inclusion as a Borrowing Base Property unless it is an Eligible Property and unless and until the Borrower delivers to the Administrative Agent each of the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan plan, current occupancy rate and physical condition of such Property; (B) if such Property is to be acquired contemporaneously with its becoming a Borrowing Base Property, the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans, stacking plans and, if applicable, current renovation plans for such Property;
(ii) An operating statement Operating statements for such Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP on a cash basis for the previous three fiscal years, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was owned by the Borrower or a Subsidiary for less than three years, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower’s knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(iii) To (x) A current rent roll for such Property in substantially the form of Exhibit N certified by a representative of the Borrower as being true and correct in all material respects, (y) to the extent available, three-year historical and pro forma capital expenditure reports and projections;
an ARGUS report (ivor other similar information) Copies of any ground lease with respect to such Property;
Property and (vz) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor if available, historical operating statements with respect to such Property in form and substance reasonably acceptable to the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(viiv) Any PIP required to remain in compliance with Such projections and other information regarding the applicable Franchise Agreement and Management Agreement;
(vii) Copies anticipated operation of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to such Property as the Borrower, relating to such PropertyAdministrative Agent may reasonably request; and
(ixv) Such other information as the Administrative Agent may reasonably request in order to evaluate the Property. Upon its receipt of the foregoing documents and information, the Administrative Agent will promptly send the foregoing documents and information to each of the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Pacific Office Properties Trust, Inc.)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires The Supermajority Lenders agree that the Lenders include any additional Property in calculation each of the provisions of Sections 10.1(b)(ii), Real Properties described on Annex I hereto (fthe “Additional Borrowing Base Properties”) and (g), the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property shall only be included added as a Borrowing Base Property as of the Amendment Effective Date; provided that, (x) to the extent that the Borrower has certified to the Administrative Agent and the Lenders that it is unable to deliver one or more Third Party Reports pursuant to Section 6(d) hereof, the Borrower shall deliver to the Administrative Agent such Third Party Reports in form and substance reasonably satisfactory to the Administrative Agent on or prior to the date that is 90 days after the date hereof, provided that, such 90 days may be extended by two additional 30 day periods upon written request from the Borrower to the Administrative Agent certifying that the Borrower is diligently prosecuting the delivery of such Third Party Reports and (y) upon the failure to deliver timely any such Third Party Report, automatically, without any action by the Administrative Agent or the Lenders or notice to the Borrower, (i) the applicable Real Property shall cease to be a Borrowing Base Property, and (ii) the Borrowing Base with respect to the applicable Real Property shall be reduced by the amount included in the calculation of Unencumbered the Borrowing Base Asset Value upon the consent in respect of the Requisite Lenders in their sole discretionsuch Real Property. No Property will be included as a If any Additional Borrowing Base Property unless is removed from the Borrowing Base in accordance with this Section 2 and has not been Disposed of by the applicable owner thereof, then such Real Property shall be a Negative Pledge Property during the Modified Compliance Period. After the Pledge Agreement Termination Date, Borrowing Base Properties may be removed from the Borrowing Base in accordance with the Credit Agreement and the Borrower delivers to may, at its sole cost and expense, request the Administrative Agent to release the following, in form and substance satisfactory to direct and/or indirect Capital Stock of such Properties from the Administrative Agent:
(i) An executive summary Lien of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan and physical condition of such Property; (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Property;
(ii) An operating statement for such Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was owned by the Borrower or a Subsidiary for less than three years, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the Borrower’s knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(iii) To the extent available, three-year historical and pro forma capital expenditure reports and projections;
(iv) Copies of any ground lease with respect to such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Pledge Agreement;
(vii) Copies of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to the Borrower, relating to such Property; and
(ix) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its receipt of the foregoing documents and information, the Administrative Agent will promptly send the foregoing documents and information to each of the Lenders.
Appears in 1 contract
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Property as a Borrowing Base Property in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Borrowing Base, the Borrower shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property evaluated by the Lenders unless and until the Borrower delivers to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan plan, current occupancy rate and physical condition of such Property; (B) if such Property is being acquired, the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Property;
(ii) An operating statement for such Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was owned by the Borrower or a Subsidiary for less than three (3) years, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower’s 's knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;; and
(iii) To A current rent roll for such Property certified by a representative of the extent availableBorrower as being true and correct in all material respects, and three-year historical occupancy history of such Property certified by a representative of the Borrower to be true and pro forma capital expenditure reports correct, provided that, with respect to any period such Property was owned by the Borrower or a Subsidiary for less than three (3) years, such information shall only be required to be delivered to the extent reasonably available to the Borrower and projections;such certification may be based upon the best of the Borrower's knowledge. If, after receipt and review of the foregoing documents and information described in clauses (i)-(iii) above, the Administrative Agent is prepared to recommend acceptance of such Property as a Borrowing Base Property, the Administrative Agent will so notify the Borrower and each Lender within ten (10) Business Days after receipt and review of all of such documents and information, which notice to Lenders shall include copies of said documents and information. Within ten (10) Business Days from the date on which a Lender receives such notice from the Administrative Agent, such Lender shall notify the Administrative Agent whether or not such Lender conditionally approves of such Property as a Borrowing Base Property subject only to such Lender's approval of the documents described in clauses (iv)-(xvi) below and applicable Appraisal and other items as provided in this subsection (b) and the immediately following subsection (c). If a Lender fails to give such notice prior to the expiration of such 10-Business Day period, such Lender shall be deemed to have conditionally approved such Property as a Borrowing Base Property. If the Requisite Lenders (which for purposes of this subsection (b) must include the Lender then acting as Administrative Agent) have not conditionally approved such Property as a Borrowing Base Property, the approval process shall terminate. If the Requisite Lenders give conditional approval of a Property as a Borrowing Base Property, then Borrower shall promptly deliver to Administrative Agent the following, in form and substance satisfactory to the Administrative Agent, and Administrative Agent shall promptly forward copies thereof to all Lenders:
(iv) A copy of a recent ALTA Owner's Policy of Title Insurance ("Owner's Policy") covering such Property showing the identity of the fee titleholder thereto and all matters of record;
(v) Copies of all documents of record reflected in Schedule A and Schedule B of the Owner's Policy and a copy of the most recent real estate tax bxxx and notice of assessment;
(vi) A current or currently certified survey of such Property certified by a surveyor licensed in the applicable jurisdiction to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys;
(vii) If not adequately covered by the survey certification provided for above, a certificate from a licensed engineer or other professional satisfactory to the Administrative Agent that such Property is not located in a Special Flood Hazard Area as defined by the Federal Insurance Administration;
(viii) A "Phase I" environmental assessment of such Property not more than twelve (12) months old, which report (1) has been prepared by an environmental engineering firm acceptable to the Administrative Agent and (2) complies with the requirements contained in the Administrative Agent 's guidelines adopted from time to time by the Administrative Agent to be used in its lending practice generally and any ground lease other environmental assessments or other reports relating to such Property, including any "Phase II" environmental assessment prepared or recommended by such environmental engineering firm to be prepared for such Property;
(ix) An engineering report for such Property not more than twelve (12) months old and prepared by an engineering firm acceptable to the Administrative Agent;
(x) Copies of (1) all Property Management Agreements and all Material Contracts relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property, if any, and (2) in any event copies of all Tenant Leases with respect to such Property (or, if acceptable to the Administrative Agent, a summary of the terms thereof);
(xi) Evidence that such Property complies with applicable zoning and land use laws;
(xii) UCC, tax, judgment and lien search reports with respect to the Borrower (or Subsidiary if such Property is owned by a Subsidiary) and such Property in all necessary or appropriate jurisdictions indicating that there are no Liens of record on such Property other than Permitted Liens;
(xiii) Plans and specifications for such Property, provided the same shall only be required to the extent reasonably available to the Borrower;
(xiv) Final certificates of occupancy and any other Governmental Approvals relating to such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(viixv) Copies of all policies certificates of insurance evidencing the insurance required by Section 8.5;
(viii) Seismic reports. and, if applicable and available to the Borrowerat Administrative Agent's request, relating to copies of such Propertypolicies or such summaries of such policies as Administrative Agent shall reasonably require; and
(ixxvi) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its receipt of the foregoing documents and information, the Administrative Agent will promptly send the foregoing documents and information to each of the Lenders.
Appears in 1 contract
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires Borrowers desire that the Lenders include any additional Property in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Borrowing Base, the Borrower Borrowers shall so notify the Administrative Agent in writing. To the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base evaluated by the Lenders unless it is an Eligible Property and unless and until the Borrower delivers Borrowers deliver to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan plan, current occupancy rate and physical condition of such Property; (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Property;
(ii) An operating statement for such Property audited or certified by a representative Responsible Officer of the Borrower Borrowers as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was owned by the Borrower Borrowers or a Subsidiary for less than three years, such information shall only be required to be delivered to the extent reasonably available to the Borrower Borrowers and such certification may be based upon the Borrower’s best of the Borrowers’ knowledge and provided further, that if such Property has been operating for less than three years, the Borrower Borrowers shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(iii) To A current rent roll (including Argus or similar information if available) for such Property certified by a Responsible Officer of the extent availableBorrowers as being true and correct in all material respects, and three-year historical occupancy history of such Property certified by a Responsible Officer of the Borrowers to be true and pro forma capital expenditure reports correct, provided that, with respect to any period such Property was owned by the Borrowers or a Subsidiary for less than three years, such information shall only be required to be delivered to the extent reasonably available to the Borrowers and projectionssuch certification may be based upon the best of the Borrowers’ knowledge;
(iv) A copy of a recent ALTA Owner’s Policy of Title Insurance (“Owner’s Policy”) covering such Property showing the identity of the fee titleholder thereto and all matters of record;
(v) Copies of all documents of record reflected in Schedule A and Schedule B of the Owner’s Policy and a copy of the most recent real estate tax xxxx and notice of assessment;
(vi) A current or currently certified survey of such Property certified by a surveyor licensed in the applicable jurisdiction to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys;
(vii) If not adequately covered by the survey certification provided for above, a certificate from a licensed engineer or other professional satisfactory to the Administrative Agent that such Property is not located in a Special Flood Hazard Area as defined by the Federal Insurance Administration;
(viii) A “Phase I” environmental assessment of such Property not more than 12 months old, which report (1) has been prepared by an environmental engineering firm acceptable to the Administrative Agent and (2) complies with the requirements contained in the Administrative Agent’s guidelines adopted from time to time by the Administrative Agent to be used in its lending practice generally and any ground lease other environmental assessments or other reports relating to such Property, including any “Phase II” environmental assessment prepared or recommended by such environmental engineering firm to be prepared for such Property;
(ix) An engineering report for such Property not more than six (6) months old and prepared by an engineering firm acceptable to the Administrative Agent;
(x) Copies of (1) all Property Management Agreements and all Material Contracts relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property, if any, and (2) in any event copies of all Tenant Leases with respect to such Property (or, if acceptable to the Administrative Agent, a summary of the terms thereof);
(xi) Evidence that such Property complies with applicable zoning and land use laws, which evidence shall not be more than six (6) months old;
(xii) UCC, tax, judgment and lien search reports with respect to the Borrowers (or a Subsidiary if such Property is owned by a Subsidiary) and such Property in all necessary or appropriate jurisdictions indicating that there are no Liens of record on such Property other than Permitted Liens;
(xiii) Plans and specifications for such Property, provided the same shall only be required to the extent reasonably available to the Borrowers;
(xiv) Final certificates of occupancy and any other Governmental Approvals relating to such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(viixv) Copies of all policies of insurance required by Section 8.5;
(viiixvi) Seismic reports, if applicable An inspection of such Property by Administrative Agent and available to the Borrower, relating to such Propertyits engineers and consultants; and
(ixxvii) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its If, after receipt and review of the foregoing documents and information, the Administrative Agent is prepared to recommend acceptance of such Property as a Borrowing Base Property, the Administrative Agent will promptly so notify the Borrowers and each Lender within ten (10) Business Days after receipt and review of all of such documents and information. Within five (5) Business Days of the Administrative Agent’s giving such notice to the Lenders, the Administrative Agent will send the foregoing documents and information to each of the Lenders.
Appears in 1 contract
Samples: Credit Agreement (CapLease, Inc.)
Additional Borrowing Base Properties. If after the Effective Date the Borrower desires that the Lenders include any additional Eligible Property be included in calculation calculations of the provisions of Sections 10.1(b)(ii), (f) and (g)Borrowing Base, the Borrower shall so notify the Administrative Agent in writing. To writing and provide the extent such Property is not an Eligible Property, such Property shall only be included as a Borrowing Base Property and included in the calculation of Unencumbered Borrowing Base Asset Value upon the consent of the Requisite Lenders in their sole discretion. No Property will be included as a Borrowing Base Property unless the Borrower delivers to the Administrative Agent with the following, in form and substance satisfactory to the Administrative Agent:
(i) An executive summary of the Property including, at a minimum, the following information relating to such Property: (A) a description of such Property, such description to include the age, location, site plan and physical condition of such Property; (B) the purchase price paid or to be paid for such Property; (C) the current and projected condition of the regional market and specific submarket in which such Property is located; and (D) the current projected capital plans and, if applicable, current renovation plans for such Property;
(ii) An operating statement for such Property audited or certified by a representative of the Borrower as being true and correct in all material respects and prepared in accordance with GAAP for the previous three fiscal years, as well as operating statements for the most recent month, the year-to-date and the trailing twelve months, provided that, with respect to any period such Property that was not owned by the Borrower or a Subsidiary for less than three yearsSubsidiary, such information shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower’s 's knowledge and provided further, that if such Property has been operating for less than three years, the Borrower shall provide such projections and other information concerning the anticipated operation of such Property as the Administrative Agent may reasonably request;
(ii) A current rent roll and a one-year occupancy history of such Property each certified by a representative of the Borrower to be true and correct, provided that, with respect to any period such Property was not owned by the Borrower or a Subsidiary, the occupancy history shall only be required to be delivered to the extent reasonably available to the Borrower and such certification may be based upon the best of the Borrower's knowledge;
(iii) To the extent availablenot provided under the immediately preceding clause (i), three-year historical such projections and pro forma capital expenditure reports and projectionsother information concerning the anticipated operation of such Property as the Agent may reasonably request;
(iv) Copies of Budgets with respect to any ground lease capital expenditures to be made with respect to such Property;
(v) The Xxxxx Travel STAR Report (or any successor thereto or substitute therefor reasonably acceptable to Property within the Administrative Agent) for such Property and its primary competitive set for the most current month available, along with the prior year-end report;
(vi) Any PIP required to remain in compliance with the applicable Franchise Agreement and Management Agreement;
(vii) Copies of all policies of insurance required by Section 8.5;
(viii) Seismic reports, if applicable and available to the Borrower, relating to such Propertynext twelve months; and
(ixv) Such other information the Administrative Agent may reasonably request in order to evaluate the Property. Upon its If, after receipt and review of all of the foregoing documents and information, the Administrative Agent has not determined that such Property is not an Eligible Property, the Agent will promptly send so notify the foregoing Borrower and each Lender within 5 Business Days after receipt of all of such documents and information to each of the Lendersinformation.
Appears in 1 contract
Samples: Credit Agreement (U-Store-It Trust)
