LOAN CHECKLIST BORROWER: LENDER: PREMISES: I. Title, Survey and UCC.
1.1 Title Insurance or Title Opinion: (a) (b) (c) Check GP&H title files. Is there an existing title insurance policy? Who will certify title or opine?
1.2 Registry Copies of all Title Exceptions. 1.3 Deletion of Standard Title Insurance Exceptions: (a) (b) (c) (d) Survey. Parties in possession - Affidavit. Liens for services, labor or materials - Affidavit. Affirmative Coverage for M.G.L.C. 21E.
1.4 Affirmative Insurance with Respect to Title Exceptions. 1.5 Municipal Lien Certificate and evidence of separate tax lot. 1.6 Receipted Tax Bills. 1.7 Receipted Water and Sewer Bills. 1.8 Check for Municipal Lighting Plant Lien. 1.9 Curative Documents: (a) (b) (c) Estate Tax Releases. Fiduciary Power of Sale or License to Sell. Other.
1.10 Arrangement for Payment of Title Insurance Premium. 1.11 Specimen, Binder or Policy. 1.12 Survey showing location of improvements and title exceptions; and copies of all title exceptions.
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1.13 Surveyor’s Certificate to Borrower, Lender, Title Insurance Company - Wetlands Certificate. 1.14 Access Problems? 1.15 Easements for Off-Site Uses 1.16 Does the Lender need control of other Land Owned or Controlled by Borrower? 1.17 Are Easements Necessary for Access, Utility Lines, etc.? 1.18 Federal Tax Lien and Bankruptcy Search. 1.19 UCC Check and UCC-11. 1.20 Subdivision Control - any plans to be approved or filed? 1.21 Is Approval of Land Court Required for Filing Documents? 1.22 Owner’s Duplicate Certificate of Title for Registered Land. 1.23 Investigate leasing of any key equipment (particularly in hotels and restaurants) and consider necessity for obtaining assignments and consent to assignments. II. 2.1 Zoning: (a) (b) (c) (d) (a) (b) (c) (d) Updated copy of zoning by-law with all amendments. Zoning map. Has public notice of any proposed amendment been published? Zoning opinion. Has certified copy of Decision been recorded? Have rights been exercised within time permitted thereunder or under M.G.L. c.40A? Have all procedural requirements been met? Has appeal period expired? Governmental Regulations.
2.2 Variances or Special Permits:
2.3 Environmental Control Compliance (review GP&H Environmental Handbook for thorough discussion regarding environmental matters). (a) (b) (c) (d) Environmental Certificate. Environmental Opinion. Air approvals obtained? Sewage and wastewater discharge permits obtained?
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(e) (f)
Wetlands law compliance? MEPA and NEPA compliance?
2.4 Subdivision Control, State Sanitary Code and Building Law Compliance. 2.5 Curb-cut Permit. 2.6 Historical or Urban Renewal Districts. 2.7 Regulation of residential projects: (a) (b) (c) Lead paint law. State condo conversion law, St. 1983, c. 527. Local rent control and condominium conversion regulations.
2.8 Other Local Regulations (storage of inflamables, gravel by-law, signs, billboards, wetlands, elevators, liquor license). 2.9 Building Permit (foundation or full) - Demolition Permit. 2.10 Occupancy Permit. 2.11 121 Approval and verification that excise taxes have been paid. 2.12 Sewer Connection Permit. III. Construction of Improvements.
3.1 Plans and Specifications (should include current site plan with proposed location of buildings and improvements). Have they been approved by Lender? 3.2 Architect’s Certificate that Plans and Specifications Comply with Zoning By-Laws and State Building Code. 3.3 General Construction Contract. 3.4 Subcontracts. 3.5 Design Architect Contract. 3.6 Bonds (a) (b) (c) (d) Completion. Payment and performance. Lien bond. Dual obligee.
3.7 Trade Payment Breakdown. 3.8 Construction Progress Schedule. 3.9 Certification of Costs to Date of Closing from Borrower and Contractor.
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3.10 Letter from Utilities and Other Suppliers re: Availability of Gas, Oil, Electric, etc. 3.11 Building Standards for Tenant’s Space. 3.12 Architect’s Certificate of Completion. IV. The Borrower. 4.1 Individual - Doing Business Certificate. 4.2 Corporation: (a) (b) (c) (d) (e) (f) (g) (a) (b) (c) (a) (b) (c) (d) (e) (f) 4.5 Trust: (a) (b) (c) Certified copy of trust. Certificate of trustees. Direction of beneficiaries. Director and shareholder votes. Certificate of legal existence. Certificate of tax good standing. Certified copy of by-laws and articles of organization. Incumbancy certificate. Corporate seal. Corporate excise tax waiver. Copy of partnership agreement certified by partners as being true, complete and accurate. If less than all partners will sign, then certificate from all partners re authority. Doing business certificate. Certified limited partnership certificate. Certified application for registration for foreign limited partnership. Partnership agreement and all amendments thereto. Certificate of legal existence. Has authority of general partners signing documents been reviewed? Is approval of limited partners required?
4.3 General Partnership:
4.4 Limited Partnership:
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4.6 With respect to Borrowing Entity, Opinion of Counsel re Legal Existence, Good Standing, Authorization, Execution and Delivery and Validity and Enforceability of Loan Documents. V. 5.1 Commitment Letter. (a) (b) (c) Does it adequately describe the basic deal? Is there catch-all language giving Lender’s counsel final control? Agreement to pay counsel fees if loan closes or not. The Lenders.
5.2 Acceptance of Commitment by Borrower. 5.3 Expiration Date? 5.4 Commitment Fees Paid? 5.5 Loan Application Signed? 5.6 Financial Statements - Credit Report 5.7 Participation Agreement and Certificates. 5.8 Foreign Lender “Doing Business” Requirements - Qualification or Filing Requirements 5.9 Statutory Lending Requirements. 5.10 Usury. 5.11 Permanent Commitment Letter. 5.12 Acceptance of Permanent Commitment by Borrower. 5.13 Buy/Sell or Three Party Agreement? 5.14 Other Approvals from Participants or Permanent Lender. 5.15 Appraisal. 5.16 Holdback. 5.17 ERISA Considerations. VI. Insurance, Acquisitions, Management, Mortgages, Leases and Condominiums. 6.1 Insurance - Owner, Tenant, Contractor, Subcontractor: (a) (b) (c) Builder’s risk. Fire and extended coverage. Rent interruption.
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(d) (e) (f) (g) (h) (i)
Flood. General liability. Lender named as mortgagee. At least ten (10) days’ written notice of cancellation. Is amount sufficient? Binder or policy - has premium been paid?
(Make sure Lender reviews and approves insurance and accepts responsibility for obtaining policy before binder is delivered). 6.2 Architect’s Errors and Omissions Insurance. 6.3 Acquisition of Property: (a) (b) (c) (d) (e) (f) (g) (a) (b) (c) (d) (e) (a) (b) (c) Purchase and Sale Agreement. Deed. Option. Bill of Sale. FIRPTA affidavit. Adjustments. Deed Stamps. Schedule of Income and Expenses for the Property. Schedule of personal property. Management Agreement - assignment? Leasing Agreement - assignment? Other contracts to operate premises - assignment? Mortgage payoff letter. Discharge or partial release of Mortgage. Mortgages which will not be discharged: (i) obtain registry copies; (ii) check for alienation clauses; (iii) obtain mortgagee’s consent or estoppel certificate; and
6.4 Management of Property:
6.5 Mortgages:
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(iv) subordination agreements. 6.6 Leases: (a) (b) (c) (d) (e) (f) (g) (h) (i) Copies of all leases as executed (and/or copy of standard form of lease). Notices of Lease. Estoppel Certificates. Non-Disturbance, Recognition, Attornment, Subordination Agreement(s). Lessee corporate resolutions, good standing certificates, opinion re: authority. Rent-roll certified to Borrower. Notice to Tenants of sale of property. Notice to key tenants of assignment of rents. Security Deposits (i) are there any and have funds been escrowed? (ii) assignment of security deposits to Buyer. 6.7 Approval of Condominium Documents: (a) (b) (c) (d) (e) (f) Master Deed. By-Laws. Rules and Regulations. As-built plans. 6(d) Certificate. FHLMC/FNMA compliance. VII. 7.1 Promissory Note. 7.2 Construction Loan Agreement. 7.3 Mortgage. 7.4 Conditional Assignment. 7.5 Lessee’s Consent to Assignment. 7.6 Notice of Assignment to Lessee. 7.7 Security Agreement. Loan Documents.
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7.8 UCC Financing Statements. 7.9 Assignment of Construction Contract and Architect’s Contract. 7.10 Contractor’s and Architect’s Consent to Assignment. 7.11 Guaranty. 7.12 Construction Completion Agreement. 7.13 Assignment of Leasing Agreement. 7.14 Assignment of Management Agreement. 7.15 Assignment of Bonds. 7.16 Agreement regarding Disbursement of Holdback Funds. 7.17 Architect’s Approval of Use of Plans. 7.18 Assignment of Warranties. 7.19 Letter of Credit. VIII. Closing Arrangements. 8.1 Arrangements for recording and transfer of funds, such as title insurance company escrow. (a) (b) (c) (d) (e) Wiring instructions for title company. Wiring instructions for Borrower. Disbursement authorization from Borrower, including payment of Lender’s fees. Acquisition under construction loan agreement. Checks for advances and endorsement of checks by Borrower.
8.2 Have all Commitment Letter Conditions been met or cleared with Lender by memorandum? 8.3 All Documents Executed, Acknowledged, Delivered, Sealed and Recorded? 8.4 Title Rundown and Certification. Note recording data in file (on preliminary binder counterparts of recorded documents or on table of contents). 8.5 Taxes Paid? 8.6 Mortgages Paid? 8.7 Discharges or Partial Releases of Mortgages Obtained? 8.8 Title Insurance Policy Received or unconditionally committed?
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8.9 Closing memorandum indicating participants enclosing, manner of delivery of documents and funds, escrow arrangements, and any outstanding items. IX. Post-Closing Matters. 9.1 Transmittal Letter to Lender. 9.2 GP&H Bill (have arrangements been made for construction title rundown and certifications - if so, who pays?). 9.3 Bristol Board. 9.4 Title Abstract and Opinion or Title Policy to Title File. 9.5 Zoning Opinion to Zoning File. 9.6 Case Closed - Time Purged.
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