CLOSING CHECKLIST
Loan of $_________ to be made by [Lender] (“Lender”) to
______________ (“Borrower”) covering property known as
____________, located in ___________.
No. Res. Document Status
COMMITMENT
L Commitment Letter/Term Sheet, including all amendments thereto
ORGANIZATIONAL DOCUMENTS - Documents below are representative
only and will be modified to take into account actual Borrower structure and
documentation necessary for direct and indirect constituent entities of
Borrower, as well as for any indemnitors and guarantors
Corporate Borrower
Certificate of Incorporation and all amendments thereto, certified as filed by
BC Secretary of State where incorporated
BC Certificate of Good Standing issued by Secretary of State where incorporated
Certificate of Good Standing issued by Secretary of State where property is
BC located
Certificate of Corporate Resolutions, By-Laws, Specimen Signatures and
BC Incumbency
General Partnership Borrower
BC Partnership Agreement and all amendments thereto, certified by Borrower
Partnership Certificate and all amendments thereto, certified as filed by
BC appropriate office in state where organized and, if appropriate, state where
property is located
Partner consents to the loan and the execution of the loan documents by the
BC executing partner (if required)
L - Lender LC - Lender’s Counsel
B - Borrower BC - Borrower’s Counsel
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No. Res. Document Status
Limited Partnership Borrower
Certificate of Limited Partnership and all amendments thereto, certified as filed by
BC appropriate office in state where organized
BC Limited Partnership Agreement and all amendments thereto, certified by Borrower
BC Certificate of Good Standing issued by Secretary of State where incorporated
Certificate of Good Standing issued by Secretary of State where property is
BC located
Limited Partner and other General Partner consents to the loan and the execution
BC of the loan documents by the executing partner (if required)
Corporate General Partner of Borrower [or Corporate General Partner of
General Partner of Borrower if General Partner of Borrower is a partnership]
Certificate of Incorporation and all amendments thereto, certified as filed by
BC Secretary of State where incorporated
BC Certificate of Good Standing issued by Secretary of State where incorporated
Certificate of Good Standing issued by Secretary of State where property is
BC located
Certificate of Corporate Resolutions, By-Laws, Specimen Signatures and
BC Incumbency
Limited Liability Company Borrower
Certificate of Organization and all amendments thereto, certified as filed by
BC Secretary of State where organized
BC Certificate of Conversion and evidence of filing (if required)
BC Agreement of Conversion (if required)
BC Certificate of Cancellation (if required)
BC Operating Agreement, and all amendments thereto, certified by Borrower
BC Certificate of Good Standing issued by Secretary of State where organized
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No. Res. Document Status
Certificate of Good Standing issued by Secretary of State where property is
BC located
BC Certificate of Resolutions, Specimen Signatures and Incumbency
Corporate Managing Member of Borrower
Certificate of Incorporation and all amendments thereto, certified as filed by
BC Secretary of State where incorporated
BC Certificate of Good Standing issued by Secretary of State where incorporated
Certificate of Good Standing issued by Secretary of State where property is
BC located and evidence of qualification in such state
Certificate of Corporate Resolutions, By-Laws, Specimen Signatures and
BC Incumbency
APPRAISAL; FINANCIAL STATEMENTS; AND
ENGINEERING/ENVIRONMENTAL REPORTS
Audited Financial Statements of Borrower and [General Partner][Managing
B Member] of Borrower
B Operating Statement of Property, prepared and certified by Borrower
L Appraisal of Property
L Engineering Report
L Environmental Report
SPACE LEASES AND PROPERTY MANAGEMENT AGREEMENT
BC Property Management Agreement
BC Form of Space Lease
BC Copies of all Space Leases
BC/LC Tenant estoppel letters for all tenants
BC Subordination, Non-Disturbance and Attornment Agreements for required tenants
B Certified Rent Roll or Occupancy Statement
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No. Res. Document Status
MALL DOCUMENTS
BC Copies of all Reciprocal Easement Agreements
BC/LC Estoppel Certificates with respect to all Reciprocal Easement Agreements
Notice of name and address of Lender to parties to Reciprocal Easement
BC Agreements
HOTEL DOCUMENTS
BC Franchise Agreement
BC Estoppel/Recognition Letter from Franchisor
BC Liquor License
BC Hospitality or Hotel Operators License
GROUND LEASES
Ground Lease, including all amendments, modifications and mesne assignments
BC into Borrower, certified as true and complete by Borrower
BC Recorded [memorandum of] Ground Lease
BC/LC Estoppel Letter of Ground Lessor
BC Notice of name and address of Lender to Ground Lessor
ZONING, ENVIRONMENTAL, USE AND OCCUPANCY
Letter from municipality with respect to use of property, compliance with zoning
BC laws and that no violation of building and fire codes exist of record
BC Permanent Certificate of Occupancy
CASUALTY AND LIABILITY INSURANCE
Accord Certificates and/or Insurance Policies if accord certificates are not
B available
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No. Res. Document Status
TITLE INSURANCE/SURVEYS/TITLE
Title Insurance Commitment(s) for ALTA 1970 (amended 84) form or if not
available, ALTA 1992 form (deleting arbitration and creditors rights, if
permissible) or if not available, form commonly used in state, together with
required endorsements and/or affirmative insurance
BC
BC Reinsurance (if required)
Copies of all recorded easements, rights of way, restrictive covenants, leases and
BC other instruments of record
UCC-1 Financing Statement search, tax lien search, litigation search, bankruptcy
search and judgment search (for Borrower and Principals in (i) Secretary of State
BC and county where property located, (ii) Secretary of State and county where
Borrower and Principals have principal place of business (or reside, if individuals)
and (iii) Secretary of State where Borrower and Principals are organized) – this
will be revised when exact organizational structure is finalized
BC Survey, updated and certified
BC Insured Closing Letter from title insurance company (if issuer is agency)
EXISTING MORTGAGES TO BE SATISFIED OR ASSIGNED
Pay-out letter(s) from the holder(s) of the Existing Mortgages with instructions for
BC method of payment
BC Satisfaction or Assignment to Lender of Existing Mortgages
BC Termination or Assignment of Existing Assignments of Rents
BC Termination or Assignment of all other Loan Documents of record
BC UCC-3 Financing Statements terminating existing UCC-1 Financing Statements
LOAN DOCUMENTS
LC Loan Agreement
LC Note
LC Mortgage/Deed of Trust and Security Agreement
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No. Res. Document Status
LC Assignment of Leases and Rents
LC UCC-1 Financing Statements - places where necessary to be determined when
exact organizational structure and location of entities are finalized
LC Environmental Indemnity Agreement
LC Cash Management Agreement
LC Assignment of Management Agreement
LC Guaranty of Payment (if required)
LC Guaranty of Recourse Carveouts (if required)
LC Operations and Maintenance Agreement (if required)
LC Cooperation Agreement (if required)
LC Exit Fee Agreement (if required)
LC Disbursement Letter (Settlement Statement)
LC Escrow letter with Title Company
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