Conditions Precedent to a Property Becoming a Collateral Property. No Property shall become a Collateral Property until the Borrower shall have (or shall have caused to be) executed and delivered to the Administrative Agent all documents and instruments required under Section 4.1., and the Administrative Agent and the Required Approval Lenders shall have approved such Property as provided in Section 4.1., and the Borrower shall have (or shall cause to be) executed and delivered to the Administrative Agent the following instruments, documents and agreements in respect of such Property, each to be in form and substance satisfactory to the Administrative Agent: (a) A Security Deed with respect to such Property, the form of such Security Deed to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such Property is located; (b) An Assignment of Leases and Rents with respect to such Property, the form of such Assignment of Leases and Rents to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such Property is located; (c) A Management Agreement Assignment/Subordination with respect to the Management Agreement for such Property and (if such Property is subject to a Franchise Agreement) a “comfort letter” from the Franchisor; (d) A Control Agreement with respect to the applicable FF&E Reserve Account; (e) Copies of the Material Contracts for such Property (to the extent not theretofore delivered) and, if requested by the Administrative Agent, collateral assignments executed by the applicable Subsidiary Guarantor and Operating Lessee in favor of the Administrative Agent for its benefit and the benefit of the Lenders, of the other Material Contracts relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property; (f) A commitment for an ALTA 2006 Form Loan Policy of Title Insurance or other form acceptable to the Administrative Agent in favor of the Administrative Agent for its benefit and the benefit of the Lenders, with respect to such Property, including endorsements with respect to such items of coverage as the Administrative Agent may request and which endorsements are available and customary in the jurisdiction where the Property is located, in the amount of coverage required in the following sentence, issued by a title insurance company acceptable to the Administrative Agent and with reinsurance (with direct access agreements) with title insurance companies acceptable to the Administrative Agent, showing the fee simple title to the land (or, in the case of a Property that is subject to an Approved Ground Lease, the leasehold interest in the Land) and improvements described in the applicable Security Deed as vested in the applicable Subsidiary Guarantor, and insuring that the Lien granted by such Security Deed is a valid Lien against said Property, subject only to the Permitted Liens and such other restrictions, encumbrances, easements and reservations as are acceptable to the Administrative Agent. The issuance of the title insurance policy pursuant to such Commitment satisfactory to the Administrative Agent shall be a condition under this Section 6.3., and the amount of coverage under such policy must equal the Appraised Value of such Property; (g) Copies of all documents of record reflected in Schedule A and Schedule B of such title insurance commitment; (h) If such Property is located in a Tie-In Jurisdiction, endorsements to all other existing title insurance policies issued to the Administrative Agent with respect to all other Properties located in Tie-In Jurisdictions reflecting an increase in the aggregate insured amount under the “Tie-In” Endorsements to an amount equal to the aggregate amount of the Appraised Values of all such Collateral Properties (including the Property to be added to the Collateral Pool) but in no event in an amount in excess of the aggregate amount of the Commitments; (i) Estoppel certificates from any party to any Material Contract and estoppels certificates and subordination, non-disturbance and attornment agreements from each tenant leasing any of such Property, all as may be reasonably requested by the Administrative Agent; (j) An Accession Agreement executed by the Subsidiary Guarantor that is the owner of such Property (unless it is already a party to the Subsidiary Guaranty); (k) With respect to the applicable Subsidiary Guarantor and Operating Lessee, the items that would have been delivered under subsections (v) through (ix), (xiii) and (xv) of Section 6.1. (a) if they had been Loan Parties on the Agreement Date. (l) An opinion of counsel admitted to practice law in the jurisdiction in which such Property is located and acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering such legal matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request; (m) An opinion of counsel admitted to practice law in the jurisdictions in which each of the Loan Parties (including the Subsidiary Guarantor that is the owner, and the Operating Lessee that is the lessee, of such Property) is formed acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering such legal matters relating to the formation and existence and power of the Person executing documents, and the due authorization, execution and delivery of the Security Documents and other documents for consummating the transactions contemplated hereby as the Administrative Agent may reasonably request; (n) Documents required to establish, or evidencing the establishment of, the FF&E Reserve Account, Insurance Reserve Account and Tax Reserve Account (as applicable); and (o) Such other instruments, documents, agreements, financing statements, certificates, opinions and other Security Documents as the Administrative Agent may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Chesapeake Lodging Trust), Credit Agreement (Chesapeake Lodging Trust)
Conditions Precedent to a Property Becoming a Collateral Property. No Property shall become a Collateral Property until the Borrower shall have (or shall have caused to be) executed and be delivered to the Administrative Agent and the Lenders all documents and instruments required to be delivered under Section 4.1., and the Administrative Agent and the Required Approval Requisite Lenders shall have approved of, or shall have been deemed to have approved of, such Property as provided in Section 4.1.such Section, and the Borrower shall have (or shall cause caused to be) be executed and delivered to the Administrative Agent the following instruments, documents and agreements in respect of such Property, each to be in form and substance satisfactory to the Administrative Agent:Agent (subject, in the case of the NY Properties, to the provisions of Annex 1):
(a) A if such Property is owned by, or leased to, a Subsidiary that is not already a Guarantor, an Accession Agreement executed by such Subsidiary and all of the items that would have been required to be delivered to the Agent under Section 6.1.(a)(iv) through (viii) and (xv) had such Subsidiary been a Loan Party on the Effective Date;
(b) a Security Deed with respect to executed by each Subsidiary owning (or leasing) such Property, the form of such Security Deed to be modified as appropriate (i) to conform to the Applicable Laws of the jurisdiction in which such Property is locatedlocated and (ii) to implement the provisions of Section 4.1.(d);
(bc) An an Assignment of Leases and Rents with respect to executed by each such PropertySubsidiary, the form of such Assignment of Leases and Rents to be modified as appropriate (i) to conform to the Applicable Laws of the jurisdiction in which such Property is located;
(c) A Management Agreement Assignment/Subordination with respect to the Management Agreement for such Property located and (if such Property is subject ii) to a Franchise Agreement) a “comfort letter” from implement the Franchisorprovisions of Section 4.1.(d);
(d) A Control an Environmental Indemnity Agreement with respect to executed by each such Subsidiary and the applicable FF&E Reserve AccountBorrower;
(e) Copies copies of the Material Contracts for such all Property (Management Agreements, franchise or license agreements and all other material contracts, if any, which relate to the extent not theretofore delivereduse, occupancy, operation, management, maintenance, enjoyment or ownership of such Property;
(f) and, if requested by the Administrative Agent, collateral assignments a Property Management Contract Assignment executed by each such Subsidiary and the applicable Subsidiary Guarantor property manager;
(g) copies of all material occupancy and Operating Lessee in favor of the Administrative Agent for its benefit operating permits and the benefit of the Lenders, of the other Material Contracts licenses relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property;
(fh) A commitment if requested by the Agent, collateral assignments of the other material contracts, operating permits and licenses, franchise or license agreements and any other rights or benefits of such Property, relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property, such assignment to be evidenced by an Assignment of Contracts, Documents and Rights executed by each such Subsidiary and each other Person party thereto, except to the extent the collateral assignment of any such contract, operating permit or license, franchise, license agreement, or other right or benefit would cause a default under any contract relating thereto or allow the other party to terminate or otherwise exercise a right detrimental to the applicable assignor under such contract;
(i) the Pledge Agreement, or if the Pledge Agreement is already in effect, a supplement to the Pledge Agreement, executed by each Person owing any outstanding Equity Interest of each Subsidiary owning (or leasing) such Property, subjecting all such Equity Interests to the Lien of the Pledge Agreement;
(j) all certificates, if any, representing any such Equity Interests, together with an undated stock power for each such certificate executed in blank by a duly authorized officer or agent of the Loan Party with rights in any such Equity Interests, together with an Acknowledgment and Consent, substantially in the form of Schedule 2 to the Pledge Agreement, duly executed by the issuer of such Equity Interest;
(k) the Security Agreement, or if the Security Agreement is already in effect, a supplement to the Security Agreement, executed by the Borrower and/or any Subsidiary having rights in any reserve, operating account or deposit account, or any trademark, copyright or other Intellectual Property, in each case, in any way relating to such Property, subjecting all such property to the Lien of the Security Agreement;
(l) each document (including, without limitation, any UCC financing statement) required by the Pledge Agreement, the Security Agreement or under Applicable Law or reasonably deemed necessary or appropriate by the Agent to be entered into, filed, registered or recorded in order to create in favor of the Agent, for the benefit of the Lenders, a perfected first-priority Lien in (i) such Equity Interests and all other related Collateral (as defined in the Pledge Agreement) and (ii) such reserves, operating accounts, deposit accounts, trademarks, copyrights, other Intellectual Property and all other related Collateral (as defined in the Security Agreement), shall have been entered into, filed, registered or recorded or shall have been delivered to the Agent and be in proper form for filing, registration or recordation, as appropriate;
(m) an ALTA 2006 1992 Form Loan mortgagee’s Policy of Title Insurance (with deletion of the creditor’s rights exclusion and deletion of the mandatory arbitration provision) or other form acceptable to the Administrative Agent in favor of the Administrative Agent for its benefit and the benefit of the Lenders, Lenders with respect to such Property, including endorsements with respect to such items of coverage as the Administrative Agent may reasonably request (and which endorsements are available and customary in the jurisdiction where the Property is locatedapplicable state), in a coverage amount equal to no less than 100% of the amount Appraised Value of coverage required in such Property (subject to increase without material additional cost through the following sentenceuse of “tie-in” endorsements or other provisions), issued by a title insurance company acceptable to the Administrative Agent and with coinsurance or reinsurance (with direct access agreements) with title insurance companies acceptable to the Administrative Agent, showing the fee simple title (or a leasehold estate if leased under a Ground Lease) to the land (or, in the case of a Property that is subject to an Approved Ground Lease, the leasehold interest in the Land) and improvements described in the applicable Security Deed as vested in the applicable Subsidiary Guarantora Subsidiary, and insuring that the Lien granted by such Security Deed is a valid first priority Lien against said such Property, subject only to the Permitted Liens and such other restrictions, encumbrances, easements and reservations as are acceptable to the Administrative Agent. The issuance of the title insurance policy pursuant to such Commitment satisfactory to the Administrative Agent shall be a condition under this and nonconsensual Liens permitted by Section 6.310.2., and the amount of coverage under such policy must equal the Appraised Value of such Property;
(gn) Copies copies of all documents of record reflected in Schedule A and Schedule B of such title insurance commitmentPolicy of Title Insurance;
(ho) If if such Property is located in a Tie-In Jurisdiction, endorsements to all other existing title insurance policies issued to the Administrative Agent with respect to all other Properties located in Tie-In Jurisdictions reflecting an increase in the aggregate insured amount under the “Tietie-Inin” Endorsements endorsements to an amount equal to the aggregate amount of the Appraised Values of all such Collateral Properties (including the Property to be added to the included as a Collateral PoolProperty) but in no event in an amount in excess of the aggregate amount of the Commitments;
(ip) Estoppel a current or currently certified survey of such Property certified to the Agent and the Lenders by a surveyor licensed in the jurisdiction where such Property is located to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys;
(q) if not adequately covered by the survey certification, a certificate from a licensed engineer or other professional satisfactory to the Agent that such Property is not located in a Special Flood Hazard Area as defined by the Federal Insurance Administration, or, if it is, evidence of flood insurance;
(r) evidence that such Property complies with applicable zoning and land use laws or that such Property is the subject of a legal non-conforming use;
(s) final certificates of occupancy relating to such Property, if available;
(t) an inspection report prepared by an architect or engineer acceptable to the Agent and addressed to the Agent for the benefit of the Lenders with respect to such Property;
(u) if reasonably requested by the Agent, copies of all engineering, mechanical, structural and maintenance studies performed with respect to such Property not more than twelve months old;
(v) evidence that the insurance that will be required under the applicable Loan Document for such Property if accepted as a Collateral Property will be in effect; and
(w) UCC, tax, judgment and lien search reports with respect to all applicable Loan Parties and such Property in all necessary or appropriate jurisdictions and under all legal and appropriate trade names indicating that there are no Liens of record on such Property or any of the Collateral relating thereto other than Liens expressly permitted under the Loan Documents to exist on such Property or any of the Collateral relating thereto or Liens to be terminated prior to such Property’s acceptance as a Collateral Property;
(x) copies of all leases of such Property and lease abstracts in form and substance acceptable to Agent relating to such leases covering any restaurant, bar, heath club or other amenity serving such Property;
(y) estoppel certificates from each tenant under any party to any Material Contract such lease, and estoppels certificates and if requested by the Agent, subordination, non-disturbance and attornment agreements from each tenant leasing under any of such Property, all as may be reasonably requested by the Administrative Agentlease for restaurant or bar space;
(jz) An Accession Agreement executed by the Subsidiary Guarantor that is the owner of such Property (unless it is already a party to the Subsidiary Guaranty);
(k) With respect to the applicable Subsidiary Guarantor and Operating Lessee, the items that would have been delivered under subsections (v) through (ix), (xiii) and (xv) of Section 6.1.
(a) if they had been Loan Parties on the Agreement Date.
(l) An an opinion of counsel admitted to practice law in the jurisdiction in which such Property is located and reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering the enforceability of the Security Deed and the other related Security Documents that are to encumber such Property and such other legal matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;
(maa) An an opinion of counsel admitted qualified to practice render legal opinions regarding the law in the jurisdictions in which each of the Loan Parties jurisdiction of formation of each Subsidiary owning (including the Subsidiary Guarantor that is the owner, and the Operating Lessee that is the lessee, of or leasing) such Property) is formed Property acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering such legal matters relating to the formation and existence and power of each Loan Party executing documents in connection with the Person executing documentsaddition of such Property as a Collateral Property, and the due authorization, execution and delivery of the applicable Security Documents and other documents for consummating the transactions contemplated hereby as the Administrative Agent may reasonably request;
(nbb) Documents required a Borrowing Base Certificate calculated after giving effect to establish, or evidencing the establishment of, the FF&E Reserve Account, Insurance Reserve Account and Tax Reserve Account (inclusion of such Property as applicable)a Collateral Property; and
(occ) Such such other due diligence materials, instruments, documents, agreements, financing statements, certificates, opinions and other Security Documents as the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to a Property Becoming a Collateral Property. No Property shall become a Collateral Property until the Borrower shall have (or shall have caused to be) executed and delivered to the Administrative Agent all documents and instruments required under Section 4.1., and the Administrative Agent and the Required Approval Lenders shall have approved such Property as provided in Section 4.1., and the Borrower shall have (or shall cause to be) executed and delivered to the Administrative Agent the following instruments, documents and agreements in respect of such Property, each to be in form and substance satisfactory to the Administrative Agent:
(a) A Security Deed with respect to such Property, the form of such Security Deed to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such Property is located;
(b) An Assignment of Leases and Rents with respect to such Property, the form of such Assignment of Leases and Rents to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such Property is located;
(c) A Management Agreement Assignment/Subordination with respect to the Management Agreement for such Property and (if such Property is subject to a Franchise Agreement) a “comfort letter” from the Franchisor, unless waived by the Administrative Agent;
(d) A Control Agreement with respect to the applicable FF&E Reserve Account;
(e) Copies of the Material Contracts for such Property (to the extent not theretofore delivered) and, if requested by the Administrative Agent, collateral assignments executed by the applicable Subsidiary Guarantor and Operating Lessee in favor of the Administrative Agent for its benefit and the benefit of the Lenders, of the other Material Contracts relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property;
(f) A commitment for an ALTA 2006 Form Loan Policy of Title Insurance or other form acceptable to the Administrative Agent in favor of the Administrative Agent for its benefit and the benefit of the Lenders, with respect to such Property, including endorsements with respect to such items of coverage as the Administrative Agent may request and which endorsements are available and customary in the jurisdiction where the Property is located, in the amount of coverage required in the following sentence, issued by a title insurance company acceptable to the Administrative Agent and with reinsurance (with direct access agreements) with title insurance companies acceptable to the Administrative Agent, showing the fee simple title to the land (or, in the case of a Property that is subject to an Approved Ground Lease, the leasehold interest in the Land) and improvements described in the applicable Security Deed as vested in the applicable Subsidiary Guarantor, and insuring that the Lien granted by such Security Deed is a valid Lien against said Property, subject only to the Permitted Liens and such other restrictions, encumbrances, easements and reservations as are acceptable to the Administrative Agent. The issuance of the title insurance policy pursuant to such Commitment satisfactory to the Administrative Agent shall be a condition under this Section 6.3., and the amount of coverage under such policy must equal the Appraised Value of such Property;
(g) Copies of all documents of record reflected in Schedule A and Schedule B of such title insurance commitment;
(h) If such Property is located in a Tie-In Jurisdiction, endorsements to all other existing title insurance policies issued to the Administrative Agent with respect to all other Properties located in Tie-In Jurisdictions reflecting an increase in the aggregate insured amount under the “Tie-In” Endorsements to an amount equal to the aggregate amount of the Appraised Values of all such Collateral Properties (including the Property to be added to the Collateral Pool) but in no event in an amount in excess of the aggregate amount of the Commitments;
(i) Estoppel certificates from any party to any Material Contract and estoppels certificates and subordination, non-disturbance and attornment agreements from each tenant leasing any of such Property, all as may be reasonably requested by the Administrative Agent;
(j) An Accession Agreement executed by the Subsidiary Guarantor that is the owner of such Property (unless it is already a party to the Subsidiary Guaranty);
(k) With respect to the applicable Subsidiary Guarantor and Operating Lessee, the items that would have been delivered under subsections (v) through (ix), (xiii) and (xv) of Section 6.1.
(a) if they had been Loan Parties on the Agreement Date.
(l) An opinion of counsel admitted to practice law in the jurisdiction in which such Property is located and acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering such legal matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;
(m) An opinion of counsel admitted to practice law in the jurisdictions in which each of the Loan Parties (including the Subsidiary Guarantor that is the owner, and the Operating Lessee that is the lessee, of such Property) is formed acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering such legal matters relating to the formation and existence and power of the Person executing documents, and the due authorization, execution and delivery of the Security Documents and other documents for consummating the transactions contemplated hereby as the Administrative Agent may reasonably request;
(n) Documents required to establish, or evidencing the establishment of, the FF&E Reserve Account, Insurance Reserve Account and Tax Reserve Account (as applicable); and
(o) Such other instruments, documents, agreements, financing statements, certificates, opinions and other Security Documents as the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to a Property Becoming a Collateral Property. No Property shall become a Collateral Property until the Borrower shall have (or shall have caused to be) be executed and delivered to the Administrative Agent and the Lenders all documents and instruments required to be so executed and delivered under Section 4.1., and the Administrative Agent and or the Required Approval Lenders Requisite Lenders, as applicable, shall have approved of, or shall have been deemed to have approved of, such Property as provided in Section 4.1.subsection (c) of such Section, and the Borrower shall have (or shall cause caused to be) be executed and delivered to the Administrative Agent the following instruments, documents and agreements in respect of such Property, each to be in form and substance satisfactory to the Administrative Agent:
(a) A a Security Deed with respect to executed by the Loan Party owning (or leasing) such Property, the form of such Security Deed to be modified as appropriate (i) to conform to the Applicable Laws of the jurisdiction in which such Property is locatedlocated and (ii) to implement the provisions of Section 4.1.(d);
(b) An an Assignment of Leases and Rents with respect to executed by such PropertyLoan Party, the form of such Assignment of Leases and Rents to be modified as appropriate (i) to conform to the Applicable Laws of the jurisdiction in which such Property is locatedlocated and (ii) to implement the provisions of Section 4.1.(d);
(c) A Management an Environmental Indemnity Agreement Assignment/Subordination with respect to executed by each such Loan Party, and if not the Management Agreement for such Property and (if such Property is subject to a Franchise Agreement) a “comfort letter” from Borrower, the FranchisorBorrower;
(d) A Control Agreement with respect copies of (i) all Property Management Agreements and all other material contracts, if any, which will relate to the applicable FF&E Reserve Accountuse, occupancy, operation, maintenance, enjoyment or ownership of such Property (other than (x) any service or maintenance contract that is cancelable by such Loan Party upon not more than 30 days prior notice and (y) any such contract that would terminate upon foreclosure of such Security Deed or transfer of such Property pursuant to a deed in lieu of foreclosure of such Security Deed), and (ii) if such Property is not yet owned by the Borrower or a Subsidiary, the purchase agreement pursuant to which the Borrower or a Subsidiary is to acquire such Property;
(e) Copies of a Property Management Contract Assignment executed by such Loan Party and the Material Contracts for such Property applicable property manager;
(to the extent not theretofore deliveredf) and, if requested by the Administrative Agent, collateral assignments executed by the applicable Subsidiary Guarantor and Operating Lessee in favor of the Administrative Agent for its benefit and the benefit of the Lenders, of the other Material Contracts material contracts, operating permits and licenses, franchise or license agreements and any other rights or benefits of such Property, relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property;
(fg) A commitment for an ALTA 2006 1992 Form Loan mortgagee’s Policy of Title Insurance (with deletion of the creditor’s rights exclusion and deletion of the mandatory arbitration provision) or other form acceptable to the Administrative Agent in favor of the Administrative Agent for its benefit and the benefit of the Lenders, Lenders with respect to such Property, including endorsements with respect to such items of coverage as the Administrative Agent may reasonably request (and which endorsements are available and customary in the jurisdiction where the Property is locatedapplicable state), in a coverage amount equal to no less than 100% of the amount Appraised Value of coverage required in such Property (subject to increase without material additional cost through the following sentenceuse of “tie-in” endorsements or other provisions), issued by a title insurance company acceptable to the Administrative Agent and with coinsurance (which the Agent confirms will not be required on the Agreement Date for the initial Collateral Properties identified on Schedule 4.1.) or reinsurance (with direct access agreements) with title insurance companies acceptable to the Administrative Agent, showing the fee simple title (or a leasehold estate if leased under a Ground Lease) to the land (or, in the case of a Property that is subject to an Approved Ground Lease, the leasehold interest in the Land) and improvements described in the applicable Security Deed as vested in the applicable Subsidiary GuarantorBorrower or a Subsidiary, and insuring that the Lien granted by such Security Deed is a valid first priority Lien against said such Property, subject only to the Permitted Liens and such other restrictions, encumbrances, easements and reservations as are reasonably acceptable to the Administrative Agent. The issuance of the title insurance policy pursuant to such Commitment satisfactory to the Administrative Agent shall be a condition under this Section 6.3., and the amount of coverage under such policy must equal the Appraised Value of such Property;
(gh) Copies copies of all documents of record reflected in Schedule A and Schedule B of such title insurance commitmentPolicy of Title Insurance;
(hi) If if such Property is located in a Tie-In Jurisdiction, endorsements to all other existing title insurance policies issued to the Administrative Agent with respect to all other Properties located in Tie-In Jurisdictions reflecting an increase in the aggregate insured amount under the “Tietie-Inin” Endorsements endorsements to an amount equal to the aggregate amount of the Appraised Values of all such Collateral Properties (including the Property to be added to the included as a Collateral PoolProperty) but in no event in an amount in excess of the aggregate amount of the Commitments;
(ij) Estoppel a current or currently certified survey of such Property certified to the Agent and the Lenders by a surveyor licensed in the jurisdiction where such Property is located to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys;
(k) if not adequately covered by the survey certification, a certificate from a licensed engineer or other professional satisfactory to the Agent that such Property is not located in a Special Flood Hazard Area as defined by the Federal Insurance Administration, or, if it is, evidence of flood insurance;
(l) evidence that such Property complies with applicable zoning and land use laws or that such Property is the subject of a legal non-conforming use;
(m) final certificates from of occupancy relating to such Property, if available and if requested by the Agent;
(n) UCC, tax, judgment and lien search reports with respect to such Loan Party and such Property in all necessary or appropriate jurisdictions and under all legal and appropriate trade names indicating that there are no Liens of record on such Property or any party of the Collateral relating thereto other than Permitted Liens or Liens to any Material Contract be terminated prior to such Property’s acceptance as a Collateral Property;
(o) copies of all leases of such Property and estoppels lease abstracts in form and substance acceptable to Agent relating to such leases covering 5,000 or more square feet of such Property;
(p) estoppel certificates and subordination, non-disturbance and attornment agreements (or a Statement of Lease or other comparable document in the case of a lease to the United States or governmental agency thereof) from each tenant leasing 5,000 or more square feet of such Property and in any event from tenants renting in the aggregate at least 85% of the square feet of such Property, all as may be reasonably requested by the Administrative Agent;
(jq) An Accession if the Borrower or another Loan Party has entered into a Derivatives Contract to hedge interest rate risk associated with Indebtedness incurred by the Borrower or such Loan Party to finance the acquisition or ownership of such Property:
(i) a fully executed copy of such Derivatives Contract, including all schedules and confirmations relating thereto;
(ii) a Collateral Assignment of Interest Rate Protection Agreement executed by the Subsidiary Guarantor that is Borrower or such Loan Party, as the owner case may be; and
(iii) a Counterparty Acknowledgement in the form attached to such Collateral Assignment of Interest Rate Protection Agreement executed by the counterparty to such Property (unless it is already a party to the Subsidiary Guaranty)Derivatives Contract;
(kr) With respect to the applicable Subsidiary Guarantor and Operating Lessee, the items that would have been delivered under subsections (v) through (ix), (xiii) and (xv) of Section 6.1.
(a) if they had been Loan Parties on the Agreement Date.
(l) An an opinion of counsel admitted to practice law in the jurisdiction in which such Property is located and reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering such legal matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;
(ms) An an opinion of counsel admitted qualified to practice render legal opinions regarding the law of the jurisdiction in which the Borrower is formed (or if the Property is owned or leased by a Subsidiary, in the jurisdictions in which each of the Loan Parties (including the jurisdiction where such Subsidiary Guarantor that is the owner, and the Operating Lessee that is the lessee, of such Propertyformed) is formed acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering such legal matters relating to the formation and existence and power of the Person executing documents, and the due authorization, execution and delivery of the applicable Security Documents and other documents for consummating the transactions contemplated hereby as the Administrative Agent may reasonably request;
(nt) Documents if such Property is owned by, or leased to, a Subsidiary that is not already a Guarantor, an Accession Agreement executed by such Subsidiary and all of the items that would have been required to establish, or evidencing be delivered to the establishment of, Agent under Section 6.1.(a)(iv) through (viii) and (xviii) had such Subsidiary been a Loan Party on the FF&E Reserve Account, Insurance Reserve Account and Tax Reserve Account Agreement Date;
(u) a Borrowing Base Certificate calculated after giving effect to the inclusion of such Property as applicable)a Collateral Property; and
(ov) Such such other due diligence materials, instruments, documents, agreements, financing statements, certificates, opinions and other Security Documents consistent with the existing terms and conditions of the Loan Documents as the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to a Property Becoming a Collateral Property. No Property shall become a Collateral Property until the Borrower shall have (or shall have caused to be) be executed and delivered to the Administrative Agent and the Lenders all documents and instruments required to be so executed and delivered under Section 4.1., and the Administrative Agent and the Required Approval Requisite Lenders shall have approved of such Property as provided in Section 4.1.such Section, and the Borrower shall have (or shall cause caused to be) be executed and delivered to the Administrative Agent the following instruments, documents and agreements in respect of such Property, each to be in form and substance satisfactory to the Administrative Agent:
(a) A a Security Deed with respect to executed by the Loan Party owing (or leasing) such Property, the form of such Security Deed to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such Property is located;
(b) An an Assignment of Leases and Rents with respect to executed by such PropertyLoan Party, the form of such Assignment of Leases and Rents to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such Property is located;
(c) A Management an Environmental Indemnity Agreement Assignment/Subordination with respect to executed by such Loan Party, and if not the Management Agreement for such Property and (if such Property is subject to a Franchise Agreement) a “comfort letter” from Borrower, the FranchisorBorrower;
(d) A Control Agreement with respect copies of (i) all Property Management Agreements and all other material contracts, if any, which will relate to the applicable FF&E Reserve Accountuse, occupancy, operation, maintenance, enjoyment or ownership of such Property, and (ii) if such Property is not yet owned by the Borrower or a Subsidiary, the purchase agreement pursuant to which the Borrower or a Subsidiary is to acquire such Property;
(e) Copies of a Property Management Agreement Assignment executed by such Loan Party and the Material Contracts for such Property applicable property manager;
(to the extent not theretofore deliveredf) and, if requested by the Administrative Agent, collateral assignments executed by the applicable Subsidiary Guarantor and Operating Lessee in favor of the Administrative Agent for its benefit and the benefit of the Lenders, of the other Material Contracts material contracts and any other rights or benefits of such Property, relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property;
(fg) A commitment for an ALTA 2006 1992 Form Loan mortgagee’s Policy of Title Insurance (with deletion of the creditor’s rights exclusion and deletion of the mandatory arbitration provision) or other form acceptable to the Administrative Agent in favor of the Administrative Agent for its benefit and the benefit of the Lenders, Lenders with respect to such Property, including endorsements with respect to such items of coverage as the Administrative Agent may request (and which endorsements are available and customary in the jurisdiction where the Property is locatedapplicable state), in a coverage amount equal to no less than 100% of the amount Appraised Value of coverage required in such Property (excluding the following sentencevalue of any personal property located at such Property), issued by a title insurance company acceptable to the Administrative Agent and with coinsurance or reinsurance (with direct access agreements) with title insurance companies acceptable to the Administrative Agent, showing the fee simple title (or a leasehold estate if leased under a Ground Lease) to the land (or, in the case of a Property that is subject to an Approved Ground Lease, the leasehold interest in the Land) and improvements described in the applicable Security Deed as vested in the applicable Subsidiary GuarantorBorrower or a Subsidiary, and insuring that the Lien granted by such Security Deed is a valid first priority Lien against said such Property, subject only to the Permitted Liens and such other restrictions, encumbrances, easements and reservations as are acceptable to the Administrative Agent. The issuance of the title insurance policy pursuant to such Commitment satisfactory to the Administrative Agent shall be a condition under this Section 6.3., and the amount of coverage under such policy must equal the Appraised Value of such Property;
(gh) Copies copies of all documents of record reflected in Schedule A and Schedule B of such title insurance commitmentPolicy of Title Insurance;
(hi) If if such Property is located in a Tie-In Jurisdiction, endorsements to all other existing title insurance policies issued to the Administrative Agent with respect to all other Properties located in Tie-In Jurisdictions reflecting an increase in the aggregate insured amount under the “Tietie-Inin” Endorsements endorsements to an amount equal to the aggregate amount of the Appraised Values of all such Collateral Properties (including the Property to be added to the included as a Collateral PoolProperty) but in no event in an amount in excess of the aggregate amount of the Commitments;
(ij) Estoppel certificates a current or currently certified survey of such Property certified to the Agent and the Lenders by a surveyor licensed in the jurisdiction where such Property is located to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys;
(k) if not adequately covered by the survey certification, a certificate from a licensed engineer or other professional satisfactory to the Agent that such Property is not located in a Special Flood Hazard Area as defined by the Federal Insurance Administration;
(l) evidence that such Property complies with applicable zoning and land use laws;
(m) if requested by the Agent, copies of all engineering, mechanical, structural and maintenance studies performed with respect to such Property not more than twelve months old;
(n) a “Phase I” environmental assessment of such Property not more than 12 months old prepared by an environmental engineering firm acceptable to the Agent and upon which the Agent and the Lenders are expressly permitted to rely, and any party additional environmental studies or assessments available to the Borrower performed with respect to such Property;
(o) UCC, tax, judgment and lien search reports with respect to such Loan Party and such Property in all necessary or appropriate jurisdictions and under all legal and appropriate trade names indicating that there are no Liens of record on such Property or any Material Contract of the Collateral relating thereto other than Permitted Liens or Liens to be terminated prior to such Property’s acceptance as a Collateral Property;
(p) copies of all leases of such Property and estoppels lease abstracts in form and substance acceptable to Agent relating to such leases covering 5,000 or more square feet of such Property;
(q) estoppel certificates and subordination, non-disturbance and attornment agreements from each tenant leasing 5,000 or more square feet of such Property and in any event from tenants renting in the aggregate at least 85% of the square feet of such Property, all as may be reasonably requested by the Administrative Agent;
(jr) An Accession Agreement executed by the Subsidiary Guarantor that is the owner of such Property (unless it is already a party to the Subsidiary Guaranty);
(k) With respect to the applicable Subsidiary Guarantor and Operating Lessee, the items that would have been delivered under subsections (v) through (ix), (xiii) and (xv) of Section 6.1.
(a) if they had been Loan Parties on the Agreement Date.
(l) An an opinion of counsel admitted to practice law in the jurisdiction in which such Property is located and acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering such legal matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;
(ms) An an opinion of counsel admitted to practice law in the jurisdictions jurisdiction in which each of the Loan Parties (including the Subsidiary Guarantor that is the owner, and the Operating Lessee that is the lessee, of such Property) Borrower is formed (and if the Property is owned by a Subsidiary, also in the jurisdiction where such Subsidiary is formed) acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering such legal matters relating to the formation and existence and power of the Person executing documents, and the due authorization, execution and delivery of the applicable Security Documents and other documents for consummating the transactions contemplated hereby as the Administrative Agent may reasonably request;
(nt) Documents if such Property is owned by a Subsidiary that is not already a Guarantor, an Accession Agreement executed by such Subsidiary and all of the items that would have been required to establishbe delivered to the Agent under Section 6.1.(iv) through (vii) had such Subsidiary been a Loan Party on the Effective Date;
(u) final certificates of occupancy relating to such Property, or evidencing if available and if requested by the establishment of, Agent;
(v) evidence that the FF&E Reserve Account, Insurance Reserve Account and Tax Reserve Account insurance required under the applicable Loan Document for such Property is then in effect;
(w) a Borrowing Base Certificate calculated after giving effect to the inclusion of such Property as applicable)a Collateral Property; and
(ox) Such such other due diligence materials, instruments, documents, agreements, financing statements, certificates, opinions and other Security Collateral Documents as the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to a Property Becoming a Collateral Property. No Property shall become a Collateral Property until the Borrower shall have (or shall have caused to be) executed and delivered to the Administrative Agent all documents and instruments required under Section 4.1., and the Administrative Agent and the Required Approval Requisite Lenders shall have approved of such Property as provided in Section 4.1.such Section, and the Borrower shall have (or shall cause to be) executed and delivered to the Administrative Agent the following instruments, documents and agreements in respect of such Property, each to be in form and substance reasonably satisfactory to the Administrative Agent (and the Requisite Lenders (which for purposes of this Section must include the Lender then acting as Agent:) in the case of the items described in the immediately following subsection (n)):
(a) A a Security Deed with respect to encumbering such PropertyProperty in favor of the Agent for the benefit of the Lenders, the form of such Security Deed to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such Property is located;
(b) An if requested by the Agent, an Assignment of Leases and Rents with respect to such PropertyRents, the form of such Assignment of Leases and Rents to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such Property is located;
(c) A Management an Environmental Indemnity Agreement Assignment/Subordination with respect to substantially in the Management Agreement for such Property and (if such Property is subject to a Franchise Agreement) a “comfort letter” from the Franchisorform of Exhibit C;
(d) A Control Agreement copies of all tenant leases with respect to such Property (or, if acceptable to the applicable FF&E Reserve AccountAgent, a summary of the terms thereof);
(e) Copies estoppel certificates and subordination, non-disturbance and attornment agreements from each tenant leasing any of the Material Contracts for such Property under a Major Lease (any such certificate or agreement substantially in the form of an estoppel certificate or subordination, non-disturbance and attornment agreement previously provided by such tenant and accepted by the Agent in connection with the Existing Credit Agreement, shall, subject to the extent not theretofore deliveredappropriate conforming changes, be in acceptable form for purposes of this Agreement);
(f) andcopies of all Property Management Agreements and all other Major Property-Level Agreement, if requested by the Administrative Agentany, collateral assignments executed by the applicable Subsidiary Guarantor and Operating Lessee in favor of the Administrative Agent for its benefit and the benefit of the Lenders, of the other Material Contracts relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property;
(fg) A commitment a Property Management Contract Assignment covering the Property Management Agreement, if any, for such Property and if requested by the Agent, collateral assignments of the other Major Property-Level Agreements relating to such Property;
(h) an ALTA 2006 1992 Form Loan mortgagee's Policy of Title Insurance or other form acceptable to the Administrative Agent in favor of the Administrative Agent for its benefit and the benefit of the Lenders, Lenders with respect to such Property, including endorsements with respect to such items of coverage as the Administrative Agent may reasonably request and which endorsements are available and customary in the jurisdiction where the Property is locatedavailable, in the amount of coverage required in the following sentence, issued by a Fidelity National Title Insurance Co. or other title insurance company acceptable to the Administrative Agent and with coinsurance or reinsurance (with direct access agreements) with title insurance companies reasonably acceptable to the Administrative Agent, showing the fee simple title (or leasehold estate, if applicable) to the land (or, in the case of a Property that is subject to an Approved Ground Lease, the leasehold interest in the Land) and improvements described in the applicable Security Deed as vested in the applicable Subsidiary GuarantorBorrower or a Subsidiary, and insuring that the Lien granted by such Security Deed is a valid Lien against said Propertyproperty, subject only to the Permitted Liens and such other restrictions, encumbrances, easements easements, reservations and reservations other matters as are reasonably acceptable to the Administrative Agent. The issuance of the title insurance policy pursuant to such Commitment satisfactory to the Administrative Agent shall be a condition under this Section 6.3., and the amount of coverage under such policy must equal (i) 100% of the Appraised Value of such Property (excluding the value of any personal property located at such Property) if such Property is not located in a Tie-In Jurisdiction or (ii) the amount of the Borrowing Base attributable to such Property at such time if such Property is located in a Tie-In Jurisdiction;
(gi) Copies copies of all documents of record reflected in Schedule A and Schedule B of such title insurance commitmentPolicy of Title Insurance and a copy of the most recent real estate tax bill and notice of assessment, if availabxx;
(hj) If if such Property is located in a Tie-In Jurisdiction, endorsements to all other existing title insurance policies issued to the Administrative Agent with respect to all other Properties located in Tie-In Jurisdictions reflecting an increase in the aggregate insured amount under the “Tie"tie-In” Endorsements in" endorsements to an amount equal to the aggregate amount of the Appraised Values of Borrowing Base attributable to all such Collateral Properties (including the Property to be added to the included as a Collateral PoolProperty) but in no event in an amount in excess of the aggregate amount of the Commitments;
(i) Estoppel certificates from any party to any Material Contract and estoppels certificates and subordination, non-disturbance and attornment agreements from each tenant leasing any of such Property, all as may be reasonably requested by the Administrative Agent;
(j) An Accession Agreement executed by the Subsidiary Guarantor that is the owner of such Property (unless it is already a party to the Subsidiary Guaranty);
(k) With UCC, tax, judgment and lien search reports with respect to the applicable Borrower (or Subsidiary Guarantor and Operating Lessee, if the items that would have been delivered under subsections (v) through (ix), (xiiiProperty is owned by a Subsidiary) and (xv) such Property in all necessary or appropriate jurisdictions indicating that there are no Liens of Section 6.1.
(a) if they had been Loan Parties record on such Property or any of the Agreement Date.Collateral relating thereto other than Permitted Liens;
(l) An 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;
(m) if not adequately covered by the survey certification provided for above, a certificate from a licensed engineer or other professional satisfactory to the Agent that such Property is not located in a Special Flood Hazard Area as defined by the Federal Insurance Administration;
(n) 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 Agent and (2) complies with the requirements contained in the Agent's guidelines adopted from time to time by the Agent to be used in its lending practice generally and any 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;
(o) Evidence that such Property complies with applicable zoning and land use laws;
(p) a Closing Certificate and Affidavit substantially in the form of Exhibit M executed by a Senior Officer of the Borrower;
(q) an opinion of counsel admitted to practice law in the jurisdiction in which such Property is located and reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering such legal matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;
(mr) An an opinion of counsel admitted to practice law in the jurisdictions jurisdiction in which each of the Loan Parties (including the Subsidiary Guarantor that is the owner, and the Operating Lessee that is the lessee, of such Property) Borrower is formed (and if the Property is owned by a Subsidiary, also in the jurisdiction where such Subsidiary is formed, if other than Delaware) reasonably acceptable to the Administrative AgentAgent (which may be the Borrower's in-house counsel so long as he or she is admitted to practice law in the applicable jurisdictions), addressed to the Administrative Agent and each Lender covering such legal matters relating to the formation and existence and power of the Person executing documents, and the due authorization, execution and delivery of the Security Collateral Documents and other documents for consummating the transactions contemplated hereby as the Administrative Agent may reasonably request;
(ns) Documents a Borrowing Base Certificate showing the Borrowing Base after inclusion of such Property as a Collateral Property;
(t) if such Property is owned by a Subsidiary of the Borrower, each of the following:
(i) a Guaranty executed by such Subsidiary;
(ii) each of the items described in Sections 6.1.(a)(iv) through (viii) that would have been required to establish, have been delivered if such Subsidiary had been a Loan Party on the Agreement Date
(u) final certificates of occupancy if in the possession of the Borrower or evidencing one of its Subsidiaries and any other Governmental Approvals required for the establishment of, the FF&E Reserve Account, Insurance Reserve Account and Tax Reserve Account (as applicable)operation such Property; and
(ov) Such such other instruments, documents, agreements, financing statements, certificates, opinions and other Security Collateral Documents as the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to a Property Becoming a Collateral Property. No Property shall become a Collateral Property until the Borrower shall have (or shall have caused to be) executed and delivered to the Administrative Agent all documents and instruments required under Section 4.1., and the Administrative Agent and the Required Approval Requisite Lenders shall have approved such Property as provided in Section 4.1.such Section, and the Borrower shall have (or shall cause to be) executed and delivered to the Administrative Agent the following instruments, documents and agreements in respect of such Property, each to be in form and substance satisfactory to the Administrative Agent:
(a) A Security Deed with respect to encumbering such PropertyProperty in favor of the Agent for the benefit of the Lenders, the form of such Security Deed to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such Property is located;
(b) An Assignment of Leases and Rents with respect to such PropertyRents, the form of such Assignment of Leases and Rents to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such Property is located;
(c) A Management Agreement Assignment/Subordination with respect to the Management Agreement for such Property and (if such Property is subject to a Franchise An Environmental Indemnity Agreement) a “comfort letter” from the Franchisor;
(d) A Control Agreement Copies of (1) all Property Management Agreements and all other 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 applicable FF&E Reserve AccountAgent, a summary of the terms thereof);
(e) Copies of A Property Management Contract Assignment covering the Material Contracts Property Management Agreement, if any, for such Property Property;
(to the extent not theretofore deliveredf) and, if If requested by the Administrative Agent, collateral assignments executed by the applicable Subsidiary Guarantor and Operating Lessee in favor of the Administrative Agent for its benefit and the benefit of the Lenders, of the other Material Contracts relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property;
(fg) A commitment for an An ALTA 2006 1992 Form Loan mortgagee's Policy of Title Insurance (without any creditor's rights exclusion) or other form acceptable to the Administrative Agent in favor of the Administrative Agent for its benefit and the benefit of the Lenders, Lenders with respect to such Property, including endorsements with respect to such items of coverage as the Administrative Agent may request and which endorsements are available and customary in the jurisdiction where the Property is locatedavailable, in the amount of coverage required in the following sentence, issued by a title insurance company acceptable to the Administrative Agent and with coinsurance or reinsurance (with direct access agreements) with title insurance companies acceptable to the Administrative Agent, showing the fee simple title to the land (or, in the case of a Property that is subject to an Approved Ground Lease, the leasehold interest in the Land) and improvements described in the applicable Security Deed as vested in the applicable Subsidiary GuarantorBorrower or a Subsidiary, and insuring that the Lien granted by such Security Deed is a valid Lien against said Propertyproperty, subject only to the Permitted Liens and such other restrictions, encumbrances, easements and reservations as are acceptable to the Administrative Agent. The issuance of the title insurance policy pursuant to such Commitment satisfactory to the Administrative Agent shall be a condition under this Section 6.3., and the amount of coverage under such policy must equal (i) 100% of the Appraised Value of such Property (excluding the value of any personal property located at such Property) if such Property is not located in a Tie-In Jurisdiction or (ii) the Borrowing Base Value of such Property at such time if such Property is located in a Tie-In Jurisdiction;
(gh) Copies of all documents of record reflected in Schedule A and Schedule B of such title insurance commitmentPolicy of Title Insurance;
(hi) If such Property is located in a Tie-In Jurisdiction, endorsements to all other existing title insurance policies issued to the Administrative Agent with respect to all other Properties located in Tie-In Jurisdictions reflecting an increase in the aggregate insured amount under the “Tietie-Inin” Endorsements endorsements to an amount equal to the aggregate amount of the Appraised Borrowing Base Values of all such Collateral Properties (including the Property to be added to the included as a Collateral PoolProperty) but in no event in an amount in excess of the aggregate amount of the Commitments;
(ij) UCC, tax, judgment and lien search reports with respect to the Borrower (or Subsidiary if the 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 or any of the Collateral relating thereto other than Permitted Liens;
(k) Estoppel certificates and copies of leases from any party to any Material Contract and estoppels certificates tenants leasing in aggregate at least 75% of the occupied net rentable square footage of such Property, and subordination, non-disturbance and attornment agreements from each tenant all Major Tenants leasing any of such Property, all as may be reasonably requested by the Administrative Agent;
(jl) An Accession Agreement executed by the Subsidiary Guarantor that is the owner A certified survey of such Property (unless it is already certified by a party surveyor licensed in the applicable jurisdiction to have been prepared in accordance with the Subsidiary Guaranty)then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, sufficiently current to cause the title insurer to issue a policy without exception for matters of survey;
(km) With respect If not adequately covered by the survey certification provided for above, a certificate from a licensed engineer or other professional satisfactory to the applicable Subsidiary Guarantor and Operating Lessee, Agent that such Property is not located in a Special Flood Hazard Area as defined by the items that would have been delivered under subsections (v) through (ix), (xiii) and (xv) of Section 6.1.Federal Insurance Administration;
(an) if they had been Loan Parties on the Agreement Date.Evidence that such Property complies with applicable zoning and land use laws;
(lo) An opinion of counsel admitted to practice law in the jurisdiction in which such Property is located and acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering such legal matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;
(mp) An opinion of counsel admitted to practice law in the jurisdictions jurisdiction in which each of the Loan Parties (including the Subsidiary Guarantor that is the owner, and the Operating Lessee that is the lessee, of such Property) Borrower is formed (and if the Property is owned by a Subsidiary, also in the jurisdiction where such Subsidiary is formed) acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering such legal matters relating to the formation and existence and power of the Person executing documents, and the due authorization, execution and delivery of the Security Documents and other documents for consummating the transactions contemplated hereby as the Administrative Agent may reasonably request;
(n) Documents required to establish, or evidencing the establishment of, the FF&E Reserve Account, Insurance Reserve Account and Tax Reserve Account (as applicable); and
(o) Such other instruments, documents, agreements, financing statements, certificates, opinions and other Security Documents as the Administrative Agent may reasonably request.
Appears in 1 contract
Conditions Precedent to a Property Becoming a Collateral Property. No Property shall become a Collateral Property until the Borrower shall have (or shall have caused to be) be executed and delivered to the Administrative Agent and the Lenders all documents and instruments required to be so executed and delivered under Section 4.1., and the Administrative Agent and the Required Approval Requisite Lenders shall have approved of, or shall have been deemed to have approved of, such Property as provided in Section 4.1.such Section, and the Borrower shall have (or shall cause caused to be) be executed and delivered to the Administrative Agent the following instruments, documents and agreements in respect of such Property, each to be in form and substance satisfactory to the Administrative Agent:
(a) A a Security Deed with respect to executed by each Loan Party owning (or leasing) such Property, the form of such Security Deed to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such Property is located;
(b) An an Assignment of Leases and Rents with respect to executed by each such PropertyLoan Party, the form of such Assignment of Leases and Rents to be modified as appropriate to conform to the Applicable Laws of the jurisdiction in which such Property is located;
(c) A Management an Environmental Indemnity Agreement Assignment/Subordination with respect to executed by each such Loan Party, and if not the Management Agreement for such Property and (if such Property is subject to a Franchise Agreement) a “comfort letter” from Borrower, the FranchisorBorrower;
(d) A Control Agreement with respect copies of (i) all Property Management Agreements, franchise or license agreements and all other material contracts, if any, which will relate to the applicable FF&E Reserve Accountuse, occupancy, operation, maintenance, enjoyment or ownership of such Property, and (ii) if such Property is not yet owned by the Borrower or a Subsidiary, the purchase agreement pursuant to which the Borrower or a Subsidiary is to acquire such Property;
(e) Copies of the Material Contracts for such a Property (to the extent not theretofore delivered) and, if requested by the Administrative Agent, collateral assignments Management Contract Assignment executed by each such Loan Party and the applicable Subsidiary Guarantor property manager;
(f) copies of all material occupancy and Operating Lessee in favor operating permits, licenses, warranties and guaranties and any other rights or benefits of the Administrative Agent for its benefit and the benefit of the Lenderssuch Property, of the other Material Contracts relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property;
(fg) A commitment if requested by the Agent, collateral assignments of the other material contracts, operating permits and licenses, franchise or license agreements and any other rights or benefits of such Property, relating to the use, occupancy, operation, maintenance, enjoyment or ownership of such Property, such assignment to be evidenced by an Assignment of Contracts, Documents and Rights and an Assignment of Franchise Agreement, in each case, executed by each such Loan Party and each other Person party thereto;
(h) an inspection report prepared by an architect or engineer acceptable to the Agent and addressed to the Agent for the benefit of the Lenders with respect to such Property;
(i) an ALTA 2006 1992 Form Loan mortgagee’s Policy of Title Insurance (with deletion of the creditor’s rights exclusion and deletion of the mandatory arbitration provision) or other form acceptable to the Administrative Agent in favor of the Administrative Agent for its benefit and the benefit of the Lenders, Lenders with respect to such Property, including endorsements with respect to such items of coverage as the Administrative Agent may reasonably request (and which endorsements are available and customary in the jurisdiction where the Property is locatedapplicable state), in a coverage amount equal to no less than 100% of the amount Appraised Value of coverage required in such Property (subject to increase without material additional cost through the following sentenceuse of “tie-in” endorsements or other provisions), issued by a title insurance company acceptable to the Administrative Agent and with coinsurance or reinsurance (with direct access agreements) with title insurance companies acceptable to the Administrative Agent, showing the fee simple title (or a leasehold estate if leased under a Ground Lease) to the land (or, in the case of a Property that is subject to an Approved Ground Lease, the leasehold interest in the Land) and improvements described in the applicable Security Deed as vested in the applicable Subsidiary GuarantorBorrower or a Subsidiary, and insuring that the Lien granted by such Security Deed is a valid first priority Lien against said such Property, subject only to the Permitted Liens and such other restrictions, encumbrances, easements and reservations as are acceptable to the Administrative Agent. The issuance Agent and Permitted Liens (other than Liens of the title insurance policy pursuant to such Commitment satisfactory to types described in clauses (f), (g) and (i) of the Administrative Agent shall be a condition under this Section 6.3., and the amount definition of coverage under such policy must equal the Appraised Value of such PropertyPermitted Liens);
(gj) Copies copies of all documents of record reflected in Schedule A and Schedule B of such title insurance commitmentPolicy of Title Insurance;
(hk) If if such Property is located in a Tie-In Jurisdiction, endorsements to all other existing title insurance policies issued to the Administrative Agent with respect to all other Properties located in Tie-In Jurisdictions reflecting an increase in the aggregate insured amount under the “Tietie-Inin” Endorsements endorsements to an amount equal to the aggregate amount of the Appraised Values Collateral Property Value of all such Collateral Properties (including the Property to be added to the included as a Collateral PoolProperty) but in no event in an amount in excess of the aggregate amount of the Commitments;
(il) Estoppel certificates a current or currently certified survey of such Property certified to the Agent and the Lenders by a surveyor licensed in the jurisdiction where such Property is located to have been prepared in accordance with the then effective Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys;
(m) if not adequately covered by the survey certification, a certificate from any party a licensed engineer or other professional satisfactory to any Material Contract the Agent that such Property is not located in a Special Flood Hazard Area as defined by the Federal Insurance Administration, or, if it is, evidence of flood insurance;
(n) evidence that such Property complies with applicable zoning and estoppels certificates and subordination, land use laws or that such Property is the subject of a legal non-disturbance and attornment agreements from each tenant leasing any of such Property, all as may be conforming use;
(o) if reasonably requested by the Administrative Agent, copies of all engineering, mechanical, structural and maintenance studies performed with respect to such Property not more than twelve months old;
(jp) An Accession Agreement executed by the Subsidiary Guarantor that is the owner of UCC, tax, judgment and lien search reports with respect to each such Loan Party and such Property in all necessary or appropriate jurisdictions and under all legal and appropriate trade names indicating that there are no Liens of record on such Property or any of the Collateral relating thereto other than Permitted Liens (unless it is already but not Liens of the types described in clauses (f), (g) and (i) of the definition of Permitted Liens) or Liens to be terminated prior to such Property’s acceptance as a party to the Subsidiary Guaranty)Collateral Property;
(kq) With respect to the applicable Subsidiary Guarantor and Operating Lessee, the items that would have been delivered under subsections (v) through (ix), (xiii) and (xv) of Section 6.1.
(a) if they had been Loan Parties on the Agreement Date.
(l) An an opinion of counsel admitted to practice law in the jurisdiction in which such Property is located and acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering such legal matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request;
(mr) An an opinion of counsel admitted qualified to practice render legal opinions regarding the law of the jurisdiction in which the Borrower is formed (or if the Property is owned by a Subsidiary, in the jurisdictions in which each of the Loan Parties (including the jurisdiction where such Subsidiary Guarantor that is the owner, and the Operating Lessee that is the lessee, of such Propertyformed) is formed acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender covering such legal matters relating to the formation and existence and power of the Person executing documents, and the due authorization, execution and delivery of the applicable Security Documents and other documents for consummating the transactions contemplated hereby as the Administrative Agent may reasonably request;
(ns) Documents if such Property is owned by, or leased to, a Subsidiary (including a Taxable REIT Subsidiary) that is not already a Guarantor, an Accession Agreement executed by such Subsidiary and all of the items that would have been required to establishbe delivered to the Agent under Section 6.1.(viii) through (xii) had such Subsidiary been a Loan Party on the Effective Date;
(t) final certificates of occupancy relating to such Property, or evidencing if available and if requested by the establishment of, Agent;
(u) a Borrowing Base Certificate calculated after giving effect to the FF&E Reserve Account, Insurance Reserve Account and Tax Reserve Account inclusion of such Property as a Collateral Property;
(as applicable)v) evidence that the insurance required under the applicable Loan Document for such Property is then in effect; and
(ow) Such such other due diligence materials, instruments, documents, agreements, financing statements, certificates, opinions and other Security Documents consistent with the existing terms and conditions of the Loan Documents as the Administrative Agent may reasonably request.
Appears in 1 contract
