Common use of Pre-Closing Requirements Clause in Contracts

Pre-Closing Requirements. Prior to the closing of the Loan, Borrower shall provide to Agent each of the following, in form and substance acceptable to Agent. (a) A commitment for each Title Policy or a preliminary title report for each Initial Property from the Title Company, complying with the standard requirements of Agent therefor, a copy of each of which has been delivered to Borrower. (b) Three (3) copies of a current, certified ALTA/ACSM LAND TITLE SURVEY of each Initial Property, which shall also be prepared in accordance with Agent's standard requirements therefor, a copy of each of which has been delivered to Borrower. (c) [Intentionally Deleted]. (d) An environmental report for each Initial Property showing that no remedial environmental action is recommended or required and other information produced in connection with the Tests. Each environmental report shall also specify whether or not any environmental assessment, study or statement with respect to the Initial Property covered thereby is required by any Governmental Requirement. If such an assessment, study or statement is so required for any Initial Property, Borrower shall provide a copy thereof to Agent, and, if none is so required, Borrower shall provide Agent with an appropriate declaration of environmental nonsignificance relating to such Initial Property, if available in the jurisdiction in which such Initial Property is located. (e) Insurance policies or insurance certificates (conforming to the requirements of Exhibit G) written by insurers satisfactory to Agent and in amounts satisfactory to Agent, prepared in accordance with Agent's standard requirements therefor, a copy of each of which has been delivered to Borrower. (f) Agent shall have received a flood zone and landslide hazard certification for each Initial Property from a qualified Consultant indicating that the improvements on such Initial Property are not located in a flood plain or any other flood prone area, or within an area subject to landslide hazards, as designated by the Federal Emergency Management Agency or any other Governmental Authority. (g) A zoning endorsement for each Initial Property (to the extent available) insuring that such Initial Property is in compliance with the applicable zoning and building codes.

Pre-Closing Requirements. Prior to the closing of the Loan, Borrower Borrowers shall provide to Agent each of the following, in form and substance acceptable to Agent. (a) A commitment for each Title Policy or a preliminary title report for each Initial Property from the Title Company, complying with the standard requirements of Agent therefor, a copy of each of which has been delivered to Borrower. (b) Three (3) copies of a current, certified ALTA/ACSM LAND TITLE SURVEY of each Initial Property, which shall also be prepared in accordance with Agent's ’s standard requirements therefor, a copy of each of which has been delivered to Borrower. (c) [Intentionally Deleted]. (d) An environmental report for each Initial Property showing that no remedial environmental action is recommended or required and other information produced in connection with the Tests. Each environmental report shall also specify whether or not any environmental assessment, study or statement with respect to the Initial Property covered thereby is required by any Governmental Requirement. If such an assessment, study or statement is so required for any Initial Property, Borrower Borrowers shall provide a copy thereof to Agent, and, if none is so required, Borrower Borrowers shall provide Agent with an appropriate declaration of environmental nonsignificance relating to such Initial Property, if available in the jurisdiction in which such Initial Property is located. (e) Insurance policies or insurance certificates (conforming to the requirements of Exhibit G) written by insurers satisfactory to Agent and in amounts satisfactory to Agent, prepared in accordance with Agent's ’s standard requirements therefor, a copy of each of which has been delivered to Borrower. (f) Agent shall have received a flood zone and landslide hazard certification for each Initial Property from a qualified Consultant indicating that the improvements on such Initial Property are not located in a flood plain or any other flood prone area, or within an area subject to landslide hazards, as designated by the Federal Emergency Management Agency or any other Governmental Authority. (g) A zoning endorsement for each Initial Property (to the extent available) insuring that such Initial Property is in compliance with the applicable zoning and building codes.

Pre-Closing Requirements. Prior On or prior to the closing of the LoanClosing Date, Borrower shall provide to Agent Lender each of the following, in form and substance acceptable to Agent.Lender: (a) A commitment for each the Title Policy or a preliminary title report for each Initial Property from the Title Company, complying with the Lender's standard requirements of Agent therefor, a copy of each of which has been delivered to Borrower, together with a copy of each document referred to therein. (b) Three Two (32) hard copies or a single digital version of a current, certified ALTA/ACSM LAND TITLE SURVEY Survey of each Initial Propertythe Land, which shall also be prepared in accordance with AgentLender's standard requirements therefor, a copy of each of which has been delivered to Borrower. (c) [Intentionally Deleted]A current Environmental Audit, with, in the event such Environmental Audit is not addressed to Lender, a reliance letter addressed to Lender, and evidence of such consultant’s professional and general liability insurance. Lender may, at its option, elect to commission and order the Environmental Audit directly. (d) An environmental report for each Initial Property showing that no remedial environmental action is recommended or required and other information produced in connection with the Tests. Each environmental report shall also specify whether or not any environmental assessment, study or statement with respect to the Initial Property covered thereby is required by any Governmental Requirement. If such an assessment, study or statement is so required for any Initial Property, Borrower shall provide a copy thereof to Agent, and, if none is so required, Borrower shall provide Agent with an appropriate declaration of environmental nonsignificance relating to such Initial Property, if available in the jurisdiction in which such Initial Property is located. (e) Insurance policies or and/or certificates of insurance certificates (conforming to the requirements of Exhibit G) written by insurers satisfactory to Agent Lender and in amounts satisfactory to AgentLender, prepared in accordance with AgentLender's standard requirements therefor, a copy of each which has been delivered to Borrower. (e) A current letter addressed to Lender from an appropriate municipal officer of the City regarding the zoning status and classification of the Land and building code compliance and certifying that the Land may be used for operation of the Project, prepared in accordance with Lender's standard requirements therefor, a copy of which has been delivered to Borrower. (f) Agent shall have received a flood zone UCC lien searches from the appropriate office in Orange County, California and landslide hazard certification for each Initial Property from a qualified Consultant indicating that the improvements office of the Secretary of State of California, covering the name of Borrower; and bankruptcy, judgment and state and federal tax lien searches on such Initial Property are not located in a flood plain or any other flood prone area, or within an area subject to landslide hazards, as designated by the Federal Emergency Management Agency or any other Governmental AuthorityBorrower. (g) Copies of Borrower’s Articles of Organization and Certificate of Good Standing, each currently certified by the Secretary of State of California; copies of Borrower’s Limited Liability Company Agreement, resolutions of its sole member or board of managers authorizing the transactions described herein and an incumbency certificate, all currently certified by its Secretary. (h) Copies of Guarantor’s Articles of Incorporation currently certified by the Secretary of State of the State of Colorado and Certificates of Good Standing, currently certified by the Secretary of State of California and the Secretary of State of Colorado; copies of Guarantor’s bylaws, resolutions of its board of directors authorizing the execution of the Guaranty and an incumbency certificate, all currently certified by its Secretary. (i) A zoning endorsement for each Initial Property (copy of any management agreements, development agreements, operating agreements, leasing agreements, consulting agreements, franchise agreements, reciprocal easement agreements, service contracts or other agreements affecting title to the extent availableProject or the management, leasing, operation or maintenance of the Project. (j) insuring that such Initial Property is Payment of the Origination Fee to Lender and Lender’s internal appraisal review fee, internal environmental review fee and any other fees required by Lender. (k) Other agreements, documents and exhibits, including, without limitation, which may be required, in Lender’s judgment, to assure compliance with the applicable zoning and building codesrequirements of this Agreement.

Pre-Closing Requirements. Prior to the closing of the Loan, Borrower shall provide to Agent each of the following, in form and substance acceptable to Agent. (a) A commitment for each the Title Policy or a preliminary title report for each Initial Property from the Title Company, complying with the standard requirements of Agent therefor, a copy of each of which has been delivered to Borrower. (b) Three (3) copies of a current, certified ALTA/ACSM LAND TITLE SURVEY of each Initial Propertythe Land, which shall also be prepared in accordance with Agent's standard requirements therefor, a copy of each of which has been delivered to Borrower. (c) [Intentionally Deleted]. (d) An environmental report for each Initial Property showing that no remedial environmental action is recommended or required and other information produced in connection with the Tests. Each The environmental report shall also specify whether or not any environmental assessment, study or statement with respect to the Initial Property covered thereby is required by any Governmental Requirement. If such an assessment, study or statement is so required for any Initial Propertyrequired, Borrower shall provide a copy thereof to Agent, and, if none is so required, Borrower shall provide Agent with an appropriate declaration of environmental nonsignificance relating to such Initial the Property, if available in the jurisdiction in which such Initial the Property is located. (e) Insurance policies or insurance certificates (conforming to the requirements of Exhibit G) written by insurers satisfactory to Agent and in amounts satisfactory to Agent, prepared in accordance with Agent's standard requirements therefor, a copy of each of which has been delivered to Borrower. (f) Agent shall have received a A flood zone and landslide hazard certification for each Initial Property from a qualified Consultant indicating that the improvements on such Initial the Property are not located in a flood plain or any other flood prone area, or within an area subject to landslide hazards, as designated by the Federal Emergency Management Agency or any other Governmental Authority; provided however that if the Property is so located, Borrower shall obtain and deliver to Agent evidence of flood insurance acceptable to Agent. (g) A zoning endorsement for each Initial the Property (to the extent available) insuring that such Initial the Property is in compliance with the applicable zoning and building codes.

Pre-Closing Requirements. Prior On or prior to the closing of the LoanClosing Date (except as otherwise provided in this Section 2.1 or as waived by Administrative Agent), Borrower shall provide to Administrative Agent each of the following, in form and substance acceptable to Administrative Agent.: (a) A commitment for each the Title Policy or a preliminary title report for each Initial Property from the Title Company, complying with the Administrative Agent’s standard requirements of Agent therefor, a copy of each of which has been delivered with respect thereto (to Borrowerthe extent compliance with such requirements is achievable at commercially reasonably rates and to the extent the required title is available). (b) Three A schedule listing all Major Contracts. (3c) Two (2) copies of a current, certified ALTA/ACSM LAND TITLE SURVEY Survey of each Initial Propertythe Land and Improvements, which shall also be prepared in accordance with Administrative Agent's ’s standard requirements therefor, therefor (a copy of each of which has such requirements having previously been delivered to Borrower. ), and in accordance with the Title Company’s requirements for issuing a Same As Survey (cALTA 25, or its equivalent) [Intentionally Deleted]Endorsement to the Title Policy (the “Survey”). (d) An environmental report for each Initial Property showing that no remedial environmental action The Environmental Audit addressed to Administrative Agent or, in the event the Environmental Audit is recommended or required and other information produced in connection with the Tests. Each environmental report shall also specify whether or not any environmental assessment, study or statement with respect addressed to the Initial Property covered thereby is required by any Governmental Requirement. If such an assessment, study or statement is so required for any Initial PropertyAdministrative Agent, Borrower shall provide the Environmental Audit together with a copy thereof reliance letter addressed to Administrative Agent, and, if none is so required, Borrower shall provide Agent in compliance with an appropriate declaration of environmental nonsignificance relating to such Initial Property, if available in the jurisdiction in which such Initial Property is locatedAdministrative Agent’s requirements. (e) Insurance policies Certificates of insurance indicating that all insurance required by Administrative Agent (including, without limitation, the insurance required pursuant to Article VI hereof) is in place in accordance with Administrative Agent’s standard requirements therefor (a copy of such requirements having previously been delivered to Borrower). (f) A zoning report or insurance certificates (conforming letter from an appropriate officer of the applicable Governmental Authority or County regarding zoning and building code compliance, such letter or report to the requirements of Exhibit G) written by insurers be satisfactory to Agent Administrative Agent, in Administrative Agent’s reasonable discretion. (g) Copies of all certificates of occupancy which are required for the Property. (h) A copy of Borrower’s Organizational Documents, certified as true, correct and complete by the member of Borrower authorized to do so, together with (i) a current certificate of good standing/existence from the jurisdiction in amounts satisfactory which Borrower was organized (and from the jurisdiction in which the Land is located, if different from the jurisdiction in which Borrower was organized), and (ii) resolutions and/or consents of those parties reasonably necessary to Agentauthorize the transaction contemplated hereby. (i) A copy of Guarantor’s Organizational Documents, certified as true, correct and complete by the member of Guarantor authorized to do so, together with (i) a current certificate of good standing/existence from the jurisdiction in which Guarantor was organized, and (ii) resolutions and/or consents of those parties reasonably necessary to authorize the transaction contemplated hereby. (j) The most current available financial statements of Borrower and Guarantor, prepared in accordance with Agent's standard requirements thereforaccounting methods acceptable to Administrative Agent in its reasonable discretion, a copy of each of which has been delivered to Borrowerconsistently applied. (fk) Agent (i) copies of all existing Leases, (ii) Borrower shall have received a use commercially reasonable efforts to provide an executed Tenant Estoppel acceptable to Administrative Agent, from eighty (80%) percent of the Tenants under existing Leases of the Property, including each Tenant under an existing Lease of the Property for which (A) the space demised under such Lease is greater than 15% of the net rentable square footage of the Improvements, or (B) for which rent under such Lease constitutes 15% or more of the gross revenue of the Property, and (iii) Borrower shall use commercially reasonable efforts to provide an SNDA from each Tenant under an existing Lease of the Property for which (A) the space demised under such Lease is greater than 15% of the net rentable square footage of the Improvements, or (B) for which rent under such Lease constitutes 15% or more of the gross revenue of the Property. (l) A flood zone and landslide hazard certification for each Initial Property from a qualified Consultant consultant reasonably acceptable to Administrative Agent indicating that the improvements on such Initial Property are is not located in a flood plain or any other flood flood-prone area, or within an area subject to landslide hazards, as designated by any governmental agency; provided, however, that if the Federal Emergency Management Agency Property is so located, Borrower shall provide proof of flood insurance to Administrative Agent. (m) A proposed Annual Budget for the Property for its first partial Fiscal Year of operation. (n) Reasonable evidence that Borrower has contributed all of Borrower’s Equity. (a) Borrower shall be required to maintain with Administrative Agent the following accounts: (i) its primary operating account for the Property with Administrative Agent (the “Operating Account”), (ii) a depository account with Administrative Agent into which Tenants will be directed by Borrower to pay rents by ACH payment or wire transfer (the “Collections Account”), and (iii) a restricted collateral account with Administrative Agent (the “Master Disbursement Sweep Account”; and together with the Collections Account, the Operating Account, the Rent Abatement Reserve Account, the “Accounts”). The Collections Account and the Operating Account shall not be co-mingled with each other or any other Governmental Authority. (g) A zoning endorsement for each Initial Property (accounts or investments of Borrower or its owners or Affiliates. Borrower shall also have entered into the Collections Account Agreement, and Borrower shall cause all Rents and other income relating to the extent availableProperty to be deposited in the Collections Account subject to the Collections Account Agreement. Upon the later of (i) insuring thirty (30) days after the opening of the P.O. Box linked to the Collections Account, or (ii) thirty (30) days from the Closing Date, Borrower shall deliver, or shall cause to be delivered, a tenant direction letter to all Tenants under existing Leases, directing each Tenant to make all future payments of Rent, and all other amounts payable under the Lease, directly to the Collections Account. Borrower hereby grants to Administrative Agent a first priority lien and security interest in any funds and proceeds deposited in the Accounts to secure the Loan. For the purpose of clarification and notwithstanding anything to the contrary herein, all income relating to the Property, including but not limited to all Rent payments, shall be deposited in the Collections Account. Provided no Trigger Event shall have occurred and is continuing, the Collections Account Agreement shall provide that such Initial Property is in compliance with all funds deposited into the applicable zoning and building codesCollections Account shall be transferred on a daily basis to the Operating Account.