Alternative Acceptance Procedure. If an Eligible Property does not satisfy all of the requirements for acceptance as an Unencumbered Pool Property pursuant to the immediately preceding subsection (b), a Borrower may submit such Eligible Property for consideration by notifying the Agent in writing of such Borrower's intent to submit such Eligible Property and by delivering the following additional items, in form and substance satisfactory to the Agent: (i) A description of such Eligible Property, such description to include the age, location, site plan and current occupancy rate of such Eligible Property; (ii) Operating statements for such Eligible Property for the immediately preceding fiscal year and for current fiscal year through the fiscal quarter most recently ending, in each case audited or certified by a representative of such Borrower as being true and correct in all material respects and prepared in accordance with GAAP, provided that, with respect to (A) any period such Eligible Property was not owned by a Loan Party or (B) any Qualified Development Property, such information shall only be required to be delivered to the extent reasonably available to such Borrower and such certification may be based upon the best of such Borrower's knowledge; (iii) If prepared by such Borrower, a pro forma operating statement for such Eligible Property; (iv) A current rent roll and occupancy report for such Eligible Property, certified by a representative of such Borrower as being true and correct in all material respects, and a two-year occupancy history of such Eligible Property, certified by a representative of such Borrower to be true and correct, provided that, with respect to (A) any period such Eligible Property was not owned by a Loan Party or (B) any Qualified Development Property, such information shall only be required to be delivered to the extent reasonably available to such Borrower and such certification may be based upon the best of such Borrower's knowledge; (v) An operating budget for such Eligible Property with respect to the current fiscal year if available; (vi) If such Eligible Property is a Qualified Development Property, a capital expenditure plan with respect to such Eligible Property showing all hard and soft costs budgeted to be paid, incurred or otherwise expended or accrued for such Eligible Property to complete such Eligible Property and convert such Eligible Property into a Stabilized Retail Operating Property; and (vii) Copies of all Material Contracts affecting such Eligible Property; (viii) Copies of all engineering, mechanical, structural and maintenance studies performed with respect to such Eligible Property;
Appears in 1 contract
Alternative Acceptance Procedure. If an Eligible At the Borrower's option or if a Property does not satisfy all of the requirements for acceptance fails to be accepted as an Unencumbered Pool Property pursuant to the immediately preceding subsection (b), a the Borrower may submit or resubmit, as applicable, such Eligible Property for consideration by notifying the Agent in writing of such the Borrower's intent to submit or resubmit, as applicable, such Eligible Property and by delivering the following additional items, in form and substance satisfactory to the Agent:
(i) A description of such Eligible Property, such description to include the age, location, site plan location and current occupancy rate of such Eligible Property;
(ii) Operating statements for such Eligible Property for the immediately preceding fiscal year and for current fiscal year through the fiscal quarter most recently ending, in each case audited or certified by a representative of such the Borrower as being true and correct in all material respects and prepared in accordance with GAAP, provided that, with respect to (A) any period such Eligible Property was not owned by a Loan Party or (B) any Qualified Development PropertyParty, such information shall only be required to be delivered to the extent reasonably available to such the Borrower and such certification may be based upon the best of such the Borrower's knowledge;
(iii) If prepared by such the Borrower, a pro forma operating statement for such Eligible Property;
(iv) A current rent roll and occupancy report for such Eligible Property, certified by a representative of such the Borrower as being true and correct in all material respects, and a two-year occupancy history of such Eligible Property, certified by a representative of such the Borrower to be true and correct, provided that, with respect to (A) any period such Eligible Property was not owned by a Loan Party or (B) any Qualified Development PropertyParty, such information shall only be required to be delivered to the extent reasonably available to such the Borrower and such certification may be based upon the best of such the Borrower's knowledge;
(v) An operating budget for such Eligible Property with respect to the current fiscal year if available;
(vi) If such Eligible Property is a Qualified Development Property, a capital expenditure plan with respect to such Eligible Property showing all hard and soft costs budgeted to be paid, incurred or otherwise expended or accrued for such Eligible Property to complete such Eligible Property and convert such Eligible Property into a Stabilized Retail Operating Property; and
(vii) Copies of all Material Contracts affecting such Eligible Property;
(viiivii) Copies of all engineering, mechanical, structural and maintenance studies performed with respect to such Eligible Property;
(viii) 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 any additional environmental studies or assessments available to the Borrower performed with respect to such Property;
(ix) With respect to any Property being acquired by a Loan Party, a copy of the materials relating to such Property submitted by the Borrower to its board of directors for their approval of such Property (but only to the extent such materials have not already been provided under any of the preceding subsections);
(x) 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, (C) calculations evidencing continued compliance with Section 4.3., assuming that such Property is accepted as an Unencumbered Pool Property, and (D) 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; and
(xi) Such other information the Agent may reasonably request in order to evaluate the Property. Following receipt of the foregoing documents and information, the Agent shall promptly submit such documents and information to the Lenders for approval. Upon approval by the Majority Lenders (which must include the Agent in its capacity as a Lender), and upon execution and delivery of all of the following, such Property shall become an Unencumbered Pool Property:
(1) A 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 Property) relating to such Property showing the identity of the fee titleholder thereto and all matters of record;
(2) 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
(3) Such other items or documents as may be appropriate under the circumstances as requested by the Agent.
Appears in 1 contract