Common use of Submission of Additional Properties Clause in Contracts

Submission of Additional Properties. If Borrower desires that Lender accept an additional Property as an Unencumbered Pool Property, Borrower shall so notify Lender in writing. No Property will be evaluated by Lender unless it is an Eligible Property, and unless and until Borrower delivers to Lender the following, in form and substance satisfactory to Lender: (i) An Executive Investment Summary in a form acceptable to the Lender; (ii) An Unencumbered Pool Certificate setting forth (A) on a pro forma basis the Maximum Loan Availability, assuming that such Property is accepted as an Unencumbered Pool Property; (B) the Occupancy Rate of such Property, and (C) the aggregate Occupancy Rate of all Unencumbered Pool Properties, assuming that such Property is accepted as an Unencumbered Pool Property; and (iii) Copies of most recent environmental report, Borrower’s current title policy and a current survey applicable to such Property to the extent same are available to Borrower; and (iv) An Eligibility Certificate executed by the chief financial officer or controller of Borrower (which officer shall be authorized to execute such certificate) in the form of Exhibit H attached hereto. Following receipt of the foregoing items (i) through (iii) for such Property, Lender will, within thirty (30) days after receipt of, review such documents and information from Borrower (the “Review Period”) take one of the following actions: (I) notify Borrower of Lender’s approval of the Property as an Unencumbered Pool Property or (II) request from Borrower further information relating to such Property in accordance with the following paragraph. If none of the foregoing actions is taken by Lender prior to the expiration of the Review Period, Lender shall be deemed to have accepted such Property as an Unencumbered Pool Property. At any time during the Review Period, Lender may request that Borrower furnish additional information regarding the additional property. If a request is made for such further information by Lender during the Review Period, Borrower shall promptly (but in any event within ten (10) days of receipt of such request) deliver the requested information to Lender. Lender shall then have twenty (20) days (the “Extended Review Period”) after receipt from Borrower of the requested information to notify Borrower of its acceptance or rejection of such Property. If Lender notifies the Borrower of its rejection of such Property, such Property shall not be accepted as an Unencumbered Pool Property under this subsection (b). If Lender fails to notify Borrower prior to the expiration of the Extended Review Period, Lender shall be deemed to have accepted such Property as Unencumbered Pool Property.

Submission of Additional Properties. If Borrower desires that Lender accept an additional Property as an Unencumbered Pool Property, Borrower shall so notify Lender in writing. No Property will be evaluated by Lender unless it is an Eligible Property, and unless and until Borrower delivers to Lender the following, in form and substance satisfactory to Lender: (i) An Executive Investment Summary in a form acceptable to the Lender; (ii) An Unencumbered Pool Certificate setting forth (A) on a pro forma basis the Maximum Loan Availability, assuming that such Property is accepted as an Unencumbered Pool Property; (B) the Occupancy Rate of such Property, and (C) the aggregate Occupancy Rate of all Unencumbered Pool Properties, assuming that such Property is accepted as an Unencumbered Pool Property; and (iii) Copies of most recent environmental report, Borrower’s 's current title policy and a current survey applicable to such Property to the extent same are available to Borrower; and (iv) An Eligibility Certificate executed by the chief financial officer or controller of Borrower (which officer shall be authorized to execute such certificate) in the form of Exhibit H attached hereto. Following receipt of the foregoing items (i) through (iii) for such Property, Lender will, within thirty (30) days after receipt of, review such documents and information from Borrower (the “"Review Period”") take one of the following actions: (I) notify Borrower of Lender’s 's approval of the Property as an Unencumbered Pool Property or (II) request from Borrower further information relating to such Property in accordance with the following paragraph. If none of the foregoing actions is taken by Lender prior to the expiration of the Review Period, Lender shall be deemed to have accepted such Property as an Unencumbered Pool Property. At any time during the Review Period, Lender may request that Borrower furnish additional information regarding the additional property. If a request is made for such further information by Lender during the Review Period, Borrower shall promptly (but in any event within ten (10) days of receipt of such request) deliver the requested information to Lender. Lender shall then have twenty (20) days (the “"Extended Review Period”") after receipt from Borrower of the requested information to notify Borrower of its acceptance or rejection of such Property. If Lender notifies the Borrower of its rejection of such Property, such Property shall not be accepted as an Unencumbered Pool Property under this subsection (b). If Lender fails to notify Borrower prior to the expiration of the Extended Review Period, Lender shall be deemed to have accepted such Property as Unencumbered Pool Property.

Submission of Additional Properties. If any Borrower desires that Lender the Lenders accept an additional Eligible Property as an Unencumbered Pool PropertyProperty after the Effective Date, such Borrower shall so notify Lender the Agent in writing. No Property will be evaluated by Lender unless it is an Eligible Property, writing and unless and until Borrower delivers shall deliver to Lender the Agent the following, in form and substance satisfactory to Lender: (i) An Executive Investment Summary in a form acceptable to the Lender; (ii) An Unencumbered Pool Certificate setting forth (A) on a pro forma basis the Maximum Loan AvailabilityAvailability of both RCLP and the Development Affiliates, assuming that such Eligible Property is accepted as an Unencumbered Pool Property; , (B) the Occupancy Rate of such Eligible Property, and (C) the aggregate Occupancy Rate of all Unencumbered Pool Propertiescalculations evidencing continued compliance with Sections 4.3. and 9.10., assuming that such Eligible Property is an Unencumbered Pool Property, (D) the percentage amount of the Borrowing Base of both RCLP and the Development Affiliates, assuming that such Eligible Property is an Unencumbered Pool Property, attributable to such Eligible Property (which percentage amount shall not exceed 5%) and (E) if such Eligible Property is owned by RCLP or one of its Subsidiaries, the amount of the Borrowing Base of both RCLP and the Development Affiliates, assuming that such Eligible Property is accepted as an Unencumbered Pool Property, attributable to all Unencumbered Pool Properties which are owned by Subsidiaries of RCLP that are not Wholly Owned Subsidiaries; (ii) copy of the most recent ALTA Owner's Policy of Title Insurance (or commitment to issue such a policy to the Loan Party owning or to own such Eligible Property) relating to such Eligible Property showing the identity of the fee titleholder thereto and all matters of record; and (iii) Copies of most recent environmental report, Borrower’s current title policy and a current survey applicable to such A Property to the extent same are available to Borrower; and (iv) An Eligibility Certificate executed by the chief financial officer or controller of Borrower RCLP (which officer shall be authorized to execute such certificate) in ). Upon the form of Exhibit H attached hereto. Following Agent's receipt of the foregoing such items (i) through (iii) for such Property, Lender will, within thirty (30) days after receipt of, review such documents in form and information from Borrower (the “Review Period”) take one of the following actions: (I) notify Borrower of Lender’s approval of the Property as an Unencumbered Pool Property or (II) request from Borrower further information relating to such Property in accordance with the following paragraph. If none of the foregoing actions is taken by Lender prior substance satisfactory to the expiration of Agent, the Review Period, Lender Eligible Property shall be deemed to have accepted such Property as an Unencumbered Pool Property. At Upon any time during the Review Periodacceptance of an Eligible Property pursuant to this subsection (b), Lender may request that Borrower furnish additional information regarding the additional property. If a request is made for such further information by Lender during the Review Period, Borrower shall promptly (but in any event within ten (10) days and upon execution and delivery of receipt of such request) deliver the requested information to Lender. Lender shall then have twenty (20) days (the “Extended Review Period”) after receipt from Borrower all of the requested information to notify Borrower of its acceptance or rejection of such Property. If Lender notifies the Borrower of its rejection of such Propertyfollowing, such Eligible Property shall not be accepted as become an Unencumbered Pool Property: (1) If such Eligible Property is owned (or is being acquired) by a Subsidiary of RCLP that is not yet a party to the Guaranty and such Subsidiary has incurred, acquired or suffered to exist any Indebtedness other than Nonrecourse Indebtedness, an Accession Agreement executed by such Subsidiary and all other items required to be delivered by a under Section 8.24.; (2) If RCLP does not cause such Subsidiary to become a party to the Guaranty pursuant to Section 8.24. because RCLP determines that such Person cannot become a party to the Guaranty without violating: (A) terms of its articles of incorporation, bylaws, operating agreement, partnership agreement, declaration of trust or other similar organizational document, which terms expressly prohibit such Subsidiary from providing Guarantees of Indebtedness of any other Person or otherwise incurring any Indebtedness or (B) fiduciary obligations owing by such Subsidiary to the holders of equity interest in such Subsidiary and imposed under Applicable Law, then RCLP shall promptly deliver to the Agent and its counsel such documentation as is reasonably necessary for the Agent and its counsel to confirm (I) such potential violation and (II) that RCLP directly, or indirectly through a Subsidiary, has the right to take the following actions with respect to the Eligible Property owned by such Subsidiary without the need to obtain the consent of any other Person: (A) to create Lien on such Eligible Property as security for Indebtedness of RCLP or such Subsidiary, as applicable and (B) to sell, transfer or otherwise dispose of such Eligible Property; and (3) Such other items or documents as may be appropriate under the circumstances as requested by the Agent. Notwithstanding anything herein to the contrary, no Borrower shall submit any Eligible Property for acceptance under this subsection (b). If Lender fails ) if such Eligible Property (x) was previously submitted for consideration to notify Borrower prior to and rejected by the expiration Agent and Lenders under the Existing Credit Agreement; (y) is a "side shop center" unless the tenant of the Extended Review Period, Lender shall be deemed to have accepted such Property as Unencumbered Pool Propertyadjacent stand-alone grocery store is an Approved Grocery Store or (z) is a stand-alone grocery store unless the tenant is an Approved Grocery Store and the corporate parent of the Approved Grocery Store is fully obligated (either directly or by way of guaranty) in respect of the applicable lease.

Submission of Additional Properties. If the Borrower desires that Lender the Lenders accept an additional Property as an Unencumbered Pool PropertyProperty after the Effective Date, the Borrower shall so notify Lender the Agent in writingwriting and the Agent shall promptly notify each Lender. No Property will be evaluated by Lender the Lenders unless it is an Eligible Property, and unless and until the Borrower delivers to Lender the Agent the following, in form and substance satisfactory to Lenderthe Agent: (i) An Executive Investment Summary in a form acceptable to the LenderMemorandum regarding such Property; (ii) An Unencumbered Pool Certificate setting forth (A) on a pro forma basis the Maximum Loan Availability, assuming that such Property is accepted as an Unencumbered Pool Property; , (B) the Occupancy Rate of such Property, and (C) the aggregate Occupancy Rate of all Unencumbered Pool Propertiescalculations evidencing continued compliance with Section 4.3., assuming that such Property is accepted as an Unencumbered Pool Property; and, (D) the percentage amount of the total Unencumbered Pool Value, assuming that such Property is accepted as an Unencumbered Pool Property, attributable to such Property (which percentage amount shall not exceed 5%) and (E) the amount of the Unencumbered Pool Value, assuming that such Property is accepted as an Unencumbered Pool Property, attributable to all Unencumbered Pool Properties which are owned by Subsidiaries that are not Wholly Owned Subsidiaries; (iii) Copies copy of the most recent environmental report, Borrower’s current title ALTA Owner's Policy of Title Insurance (or commitment to issue such a policy and a current survey applicable to the Loan Party owning or to own such Property) relating to such Property to showing the extent same are available to Borroweridentity of the fee titleholder thereto and all matters of record; and (iv) An Eligibility A Property Certificate executed by the chief financial officer or controller of the Borrower (which officer shall be authorized to execute such certificate) in the form of Exhibit H attached hereto). Following receipt of the foregoing items (i) through (iiiiv) for such Property, the Agent will promptly submit such documents and information to Lenders for review and approval by all Lenders of such Property as an Unencumbered Pool Property. Each Lender will, within thirty (30) days after receipt of, review shall have 10 Business Days from the day on which the Agent receives such documents and information from the Borrower (the “"Review Period”") to take one of the following actions: (I) notify Borrower the Agent of such Lender’s 's approval of the Property as an Unencumbered Pool Property or (II) request from Borrower the Agent further information relating to such Property in accordance with the following paragraph. If none neither of the foregoing such actions is taken by a Lender prior to the expiration of the Review Period, such Lender shall be deemed to have accepted such Property as an Unencumbered Pool Property. At any time during the Review Period, any Lender may request request, in writing, that the Agent obtain one or more of the items described in subsection (c) below from the Borrower furnish additional for such Lender's review to confirm the information regarding set forth in the additional propertyProperty Certificate. If a request is made for such further information by a Lender during the Review Period, the Borrower shall promptly (but in any event within ten (10) 10 calendar days of receipt of such request) deliver the requested information to the Agent who shall promptly deliver it to the requesting Lender. Such requesting Lender shall then have twenty (20) 10 calendar days (the “"Extended Review Period”") after the Agent's receipt from the Borrower of the requested information to notify Borrower the Agent of its acceptance or rejection of such Property. If such requesting Lender notifies the Borrower Agent of its rejection of such Property, such Property shall not be accepted as an Unencumbered Pool Property under this subsection (b). If such requesting Lender fails to notify Borrower the Agent prior to the expiration of the Extended Review Period, such requesting Lender shall be deemed to have accepted such Property as Unencumbered Pool Property. Upon any acceptance of a Property pursuant to this subsection (b), and upon execution and delivery of all of the following, such Property shall become an Unencumbered Pool Property: (1) If such Property is owned (or is being acquired) by a Subsidiary that is not yet a party to the Guaranty, an Accession Agreement executed by such Subsidiary and all other items required to be delivered by a Subsidiary under Section 8.24.; and (2) Such other items or documents as may be appropriate under the circumstances as requested by the Agent.