Common use of Additional Properties Clause in Contracts

Additional Properties. 6.1.3.1 In addition to provision of access to IFA-Provided Property, IFA will obtain access rights to certain other parcels (the “Additional Properties”), as provided herein. Acquisition of Additional Properties, except those required solely due to an IFA Change, shall be solely at Design-Build Contractor’s expense as more particularly provided in Section 6.1.3.4. 6.1.3.2 If Design-Build Contractor identifies Additional Properties as permanently needed to construct or maintain the Project, Design-Build Contractor shall submit to IFA in writing a request, including a drawing of the limits necessary for each parcel and any other information necessary for IFA’s review, to acquire the Additional Properties. The request, drawing and information are subject to IFA’s approval. IFA shall undertake and complete acquisition of Additional Properties, including undertaking eminent domain proceedings, if necessary, after IFA approves Design-Build Contractor’s written request, drawing and information for the requested Additional Properties. 6.1.3.3 IFA shall not be obligated to approve a request for acquisition of any other Additional Property where, in IFA’s good faith judgment, (a) to do so would materially adversely affect political, community or public relations, or (b) successful timely completion of the acquisition is not likely. Within fourteen (14) days after receipt of a written request from Design-Build Contractor identifying an Additional Property for acquisition, IFA will state in writing to Design-Build Contractor whether IFA regards acquisition (whether by negotiation or condemnation) of the Additional Property as potentially materially adversely affecting political, community or public relations, or regards successful timely acquisition as not likely. No such statement, or lack thereof, shall preclude IFA from later changing its determination based on changed political, community or public relations events or circumstances. 6.1.3.4 Design-Build Contractor shall be responsible for all costs and expenses associated with IFA’s acquisition of Additional Properties, except those costs and expenses actually and properly incurred solely due to an IFA Change. In paying all such costs and expenses, Design-Build Contractor is not acquiring, and shall not be deemed to be acquiring, any interest in real property for Design-Build Contractor. Such costs and expenses include: (1) The cost of acquisition services and document preparation; (2) The cost of negotiations; (3) The cost of condemnation proceedings handled by the Attorney General of the State of Indiana through master proceedings, jury trials and appeals, including attorneys’ and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production; (4) The purchase prices, master awards, settlements, offers of judgment, court awards or judgments, including pre-judgment and post-judgment interest, costs, and attorney’s fees, or other consideration for interests in real property for all parcels required for the Project or the Work, whether within or outside of the Project Right of Way; (5) The cost of permanent or temporary acquisition of leases, easements, rights of entry, licenses and other interests in real property, including for drainage, temporary work space, Project Specific Locations, and any other convenience of Design-Build Contractor; (6) The cost of permitting; (7) Closing costs associated with parcel acquisitions in accordance with the Uniform Act, IC 32-24-1 et seq. and IFA and INDOT policies;‌ (8) Relocation assistance payments and costs, in accordance with the Uniform Act and IC 8-23-17-1 et seq. 6.1.3.5 If IFA incurs any such reasonable costs and expenses on Design-Build Contractor’s behalf, IFA may submit to Design-Build Contractor, not more often than monthly, invoices for such costs and expenses. Design-Build Contractor shall reimburse IFA within thirty (30) days of IFA’s submittal to Design-Build Contractor of each such invoice. In addition to any other remedy, IFA shall have the right to curtail or suspend acquisition activities if Design-Build Contractor for any reason fails to pay any such invoice in full when due. IFA will resume acquisition activities promptly after delinquent amounts are paid in full with interest. 6.1.3.6 Design-Build Contractor shall solely bear the risk of any time and cost impacts to the Work related to IFA’s acquisition of Additional Properties. 6.1.3.7 Design-Build Contractor shall not negotiate with any owners or occupants of any property, including Additional Properties, with respect to activities under the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act, P.L. 91-646, as amended. 6.1.3.8 Neither IFA nor INDOT shall be obligated to acquire or exercise its power of eminent domain in connection with Design-Build Contractor's acquisition of any temporary right or interest for Project Specific Locations. Neither IFA nor INDOT shall have any obligations or responsibilities with respect to the acquisition, maintenance or disposition of such temporary rights or interests; and Design-Build Contractor shall have no obligation to submit acquisition packages to IFA for, or obtain IFA’s approval of Design-Build Contractor’s acquisition of, any such temporary right or interest.

Additional Properties. 6.1.3.1 In addition to provision of access to IFA-Provided Property, IFA will obtain access rights to certain other parcels (the “Additional Properties”), as provided herein. Acquisition of Additional Properties, except those required solely due to an IFA Change, shall be solely at Design-Build Contractor’s expense as more particularly provided in Section 6.1.3.4. 6.1.3.2 If Design-Build Contractor identifies Additional Properties as permanently needed to construct or maintain the Project, Design-Build Contractor shall submit to IFA in writing a request, including a drawing of the limits necessary for each parcel and any other information necessary for IFA’s review, to acquire the Additional Properties. The request, drawing and information are subject to IFA’s approval. IFA shall undertake and complete acquisition of Additional Properties, including undertaking eminent domain proceedings, if necessary, after IFA approves Design-Build Contractor’s written request, drawing and information for the requested Additional Properties. 6.1.3.3 IFA shall not be obligated to approve a request for acquisition of any other Additional Property where, in IFA’s good faith judgment, (a) to do so would materially adversely affect political, community or public relations, or (b) successful timely completion of the acquisition is not likely. Within fourteen (14) days after receipt of a written request from Design-Build Contractor identifying an Additional Property for acquisition, IFA will state in writing to Design-Build Contractor whether IFA regards acquisition (whether by negotiation or condemnation) of the Additional Property as potentially materially adversely affecting political, community or public relations, or regards successful timely acquisition as not likely. No such statement, or lack thereof, shall preclude IFA from later changing its determination based on changed political, community or public relations events or circumstances. 6.1.3.4 Design-Build Contractor shall be responsible for all costs and expenses associated with IFA’s acquisition of Additional Properties, except those costs and expenses actually and properly incurred solely due to an IFA Change. In paying all such costs and expenses, Design-Build Contractor is not acquiring, and shall not be deemed to be acquiring, any interest in real property for Design-Build Contractor. Such costs and expenses include: (1) The cost of acquisition services and document preparation; (2) The cost of negotiations; (3) The cost of condemnation proceedings handled by the Attorney General of the State of Indiana through master proceedings, jury trials and appeals, including attorneys’ and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production; (4) The purchase prices, master awards, settlements, offers of judgment, court awards or judgments, including pre-judgment and post-judgment interest, costs, and attorney’s fees, or other consideration for interests in real property for all parcels required for the Project or the Work, whether within or outside of the Project Right of Way; (5) The cost of permanent or temporary acquisition of leases, easements, rights of entry, licenses and other interests in real property, including for drainage, temporary work space, Project Specific Locations, and any other convenience of Design-Build Contractor; (6) The cost of permitting; (7) Closing costs associated with parcel acquisitions in accordance with the Uniform Act, IC 32-24-1 et seq. and IFA and INDOT policies;‌ (8) Relocation assistance payments and costs, in accordance with the Uniform Act and IC 8-23-17-1 et seq. 6.1.3.5 If IFA incurs any such reasonable costs and expenses on Design-Build Contractor’s behalf, IFA may submit to Design-Build Contractor, not more often than monthly, invoices for such costs and expenses. Design-Build Contractor shall reimburse IFA within thirty (30) days of IFA’s submittal to Design-Build Contractor of each such invoice. In addition to any other remedy, IFA Grantor shall have the right to curtail or suspend acquisition activities if Design-Build Contractor for add any reason fails to pay any such invoice in full when due. IFA will resume acquisition activities promptly after delinquent amounts are paid in full with interest. 6.1.3.6 Design-Build Contractor shall solely bear the risk of any time and cost impacts real property to the Work Trust Property which Grantor acquires subsequent to the Closing Date provided such real property is immediately adjacent to the Premises and is operated or is to be operated as a factory outlet center ("Additional Premises") by executing an agreement of spreader and modification of mortgage or deed of trust or deed to secure debt, as applicable (a "Spreader Agreement") to spread the lien of this Deed of Trust to include such Additional Premises and such other documents (together with the Spreader Agreement, the "Spreader Documents"), as Beneficiary may in its reasonable discretion require in order to grant Beneficiary a first priority, perfected lien on and security interest in such Additional Premises and all related to IFA’s acquisition of Additional Properties. 6.1.3.7 Design-Build Contractor shall not negotiate with any owners or occupants of any rents, personal property, including reserves and escrows on the same terms and conditions as the liens and security interests granted to Beneficiary in the Trust Property on the Closing Date. Grantor's right to add an Additional PropertiesPremises to the Trust Property shall also be subject to the following conditions and restrictions: (a) No Event of Default shall have occurred and be continuing; (b) Cross-collateralized Borrowers shall have delivered Phase I environmental report and, if recommended by such Phase I report, a Phase II environmental report prepared by Environmental Management Group, Inc. or such other environmental consultant as is approved by the Rating Agencies, stating that the Additional Premises comply with respect all applicable environmental laws, or if remedial steps are required to activities under effect such compliance, identifying such steps and projecting the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Actcost thereof, P.L. 91in which case Cross-646, as amended. 6.1.3.8 Neither IFA nor INDOT collateralized Borrowers shall be obligated required to acquire or exercise its power deposit into the Engineering Escrow Sub-Account an amount equal to one hundred fifty percent (150%) of eminent domain in connection with Designsuch projected costs; (c) Cross-Build Contractor's acquisition of any temporary right or interest for Project Specific Locations. Neither IFA nor INDOT collateralized Borrowers shall have any obligations delivered an engineering report, prepared by ▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc. or responsibilities such other consulting engineer as is approved by the Rating Agencies, stating that the Additional Premises comply with all applicable building laws and do not require performance of deferred maintenance or if remedial steps are required to effect such compliance or such deferred maintenance, identifying such steps and projecting the cost thereof, in which case Cross-collateralized Borrowers shall be required to deposit into the Engineering Escrow Sub-Account an amount equal to one hundred fifty percent (150%) of such projected costs; (d) Cross-collateralized Borrowers shall have caused to be delivered all leases, title commitments, title insurance 125 policies, surveys, hazard and liability insurance, evidence of compliance with zoning and other laws, legal opinions, and other items of due diligence with respect to the acquisitionAdditional Premises as the Rating Agencies may require, maintenance or disposition all of which shall be in form and substance acceptable to the Rating Agencies; (e) Cross-collateralized Borrowers shall comply with such temporary rights or interests; other terms and Design-Build Contractor conditions as the Rating Agencies shall require in connection with such addition; (f) each Rating Agency shall have no obligation delivered written confirmation that any rating issued by such Rating Agency in connection with the Securitization will not, as a result of the proposed addition of the Additional Premises, be downgraded from the then current ratings thereof, qualified or withdrawn; and (g) the organizational documents of Grantor shall, if required, be modified to submit acquisition packages permit the ownership and operation of the Additional Premises and shall be in form and substance reasonably acceptable to IFA forBeneficiary; provided, or obtain IFA’s approval however that with respect to certain real property commonly referred to as "the Castle Rock Phase IV Land" which is adjacent to the northerly side of Design-Build Contractor’s acquisition ofCastle Rock Factory Outlet Center, any such temporary right or interestthe provisions of clauses (e) and (f) of this Section 15.06 shall not be applicable, and provided, further, that prior to the date of Securitization, the provisions in clauses (b), (c) and (d) of this Section 15.06 which relate to the Rating Agencies discretion shall be deemed to be the Beneficiary's reasonable discretion.

Additional Properties. ‌ 6.1.3.1 In addition to provision of access to IFA-Provided Property, IFA will obtain access rights to certain other parcels (the “Additional Properties”), as provided herein. Acquisition of Additional Properties, except those required solely due to an IFA Change, shall be solely at Design-Build Contractor’s expense as more particularly provided in Section 6.1.3.4. 6.1.3.2 If Design-Build Contractor identifies Additional Properties as permanently needed to construct or maintain the Project, Design-Build Contractor shall submit to IFA in writing a request, including a drawing of the limits necessary for each parcel and any other information necessary for IFA’s review, to acquire the Additional Properties. The request, drawing and information are subject to IFA’s approval. IFA shall undertake and complete acquisition of Additional Properties, including undertaking eminent domain proceedings, if necessary, after IFA approves Design-Build Contractor’s written request, drawing and information for the requested Additional Properties. 6.1.3.3 IFA shall not be obligated to approve a request for acquisition of any other Additional Property where, in IFA’s good faith judgment, (a) to do so would materially adversely affect political, community or public relations, or (b) successful timely completion of the acquisition is not likely. Within fourteen (14) days after receipt of a written request from Design-Build Contractor identifying an Additional Property for acquisition, IFA will state in writing to Design-Build Contractor whether IFA regards acquisition (whether by negotiation or condemnation) of the Additional Property as potentially materially adversely affecting political, community or public relations, or regards successful timely acquisition as not likely. No such statement, or lack thereof, shall preclude IFA from later changing its determination based on changed political, community or public relations events or circumstances. 6.1.3.4 Design-Build Contractor shall be responsible for all costs and expenses associated with IFA’s acquisition of Additional Properties, except those costs and expenses actually and properly incurred solely due to an IFA Change. In paying all such costs and expenses, Design-Build Contractor is not acquiring, and shall not be deemed to be acquiring, any interest in real property for Design-Build Contractor. Such costs and expenses include: (1) The cost of acquisition services and document preparation; (2) The cost of negotiations; (3) The cost of condemnation proceedings handled by the Attorney General of the State of Indiana through master proceedings, jury trials and appeals, including attorneys’ and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production; (4) The purchase prices, master awards, settlements, offers of judgment, court awards or judgments, including pre-judgment and post-judgment interest, costs, and attorney’s fees, or other consideration for interests in real property for all parcels required for the Project or the Work, whether within or outside of the Project Right of Way; (5) The cost of permanent or temporary acquisition of leases, easements, rights of entry, licenses and other interests in real property, including for drainage, temporary work space, Project Specific Locations, and any other convenience of Design-Build Contractor; (6) The cost of permitting; (7) Closing costs associated with parcel acquisitions in accordance with the Uniform Act, IC 32-24-1 et seq. and IFA and INDOT policies;‌ (8) Relocation assistance payments and costs, in accordance with the Uniform Act and IC 8-23-17-1 et seq. 6.1.3.5 If IFA incurs any such reasonable costs and expenses on Design-Build Contractor’s behalf, IFA may submit to Design-Build Contractor, not more often than monthly, invoices for such costs and expenses. Design-Build Contractor shall reimburse IFA within thirty (30) days of IFA’s submittal to Design-Build Contractor of each such invoice. In addition to any other remedy, IFA shall have the right to curtail or suspend acquisition activities if Design-Build Contractor for any reason fails to pay any such invoice in full when due. IFA will resume acquisition activities promptly after delinquent amounts are paid in full with interest. 6.1.3.6 Design-Build Contractor shall solely bear the risk of any time and cost impacts to the Work related to IFA’s acquisition of Additional Properties. 6.1.3.7 Design-Build Contractor shall not negotiate with any owners or occupants of any property, including Additional Properties, with respect to activities under the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act, P.L. 91-646, as amended. 6.1.3.8 Neither IFA nor INDOT shall be obligated to acquire or exercise its power of eminent domain in connection with Design-Build Contractor's acquisition of any temporary right or interest for Project Specific Locations. Neither IFA nor INDOT shall have any obligations or responsibilities with respect to the acquisition, maintenance or disposition of such temporary rights or interests; and Design-Build Contractor shall have no obligation to submit acquisition packages to IFA for, or obtain IFA’s approval of Design-Build Contractor’s acquisition of, any such temporary right or interest.

Additional Properties. 6.1.3.1 ‌ In addition to provision of access to IFA-Provided Property, IFA will obtain access rights to certain other parcels (the “Additional Properties”), as provided herein. Acquisition of Additional Properties, except those required solely due to an IFA Change, shall be solely at Design-Build Contractor’s expense as more particularly provided in Section 6.1.3.4. 6.1.3.2 . If Design-Build Contractor identifies Additional Properties as permanently needed to construct or maintain the Project, Design-Build Contractor shall submit to IFA in writing a request, including a drawing of the limits necessary for each parcel and any other information necessary for IFA’s review, to acquire the Additional Properties. The request, drawing and information are subject to IFA’s approval. IFA shall undertake and complete acquisition of Additional Properties, including undertaking eminent domain proceedings, if necessary, after IFA approves Design-Build Contractor’s written request, drawing and information for the requested Additional Properties. 6.1.3.3 . IFA shall not be obligated to approve a request for acquisition of any other Additional Property where, in IFA’s good faith judgment, (a) to do so would materially adversely affect political, community or public relations, or (b) successful timely completion of the acquisition is not likely. Within fourteen (14) days after receipt of a written request from Design-Build Contractor identifying an Additional Property for acquisition, IFA will state in writing to Design-Build Contractor whether IFA regards acquisition (whether by negotiation or condemnation) of the Additional Property as potentially materially adversely affecting political, community or public relations, or regards successful timely acquisition as not likely. No such statement, or lack thereof, shall preclude IFA from later changing its determination based on changed political, community or public relations events or circumstances. 6.1.3.4 . Design-Build Contractor shall be responsible for all costs and expenses associated with IFA’s acquisition of Additional Properties, except those costs and expenses actually and properly incurred solely due to an IFA Change. In paying all such costs and expenses, Design-Build Contractor is not acquiring, and shall not be deemed to be acquiring, any interest in real property for Design-Build Contractor. Such costs and expenses include: (1) The cost of acquisition services and document preparation; (2) The cost of negotiations; (3) The cost of condemnation proceedings handled by the Attorney General of the State of Indiana through master proceedings, jury trials and appeals, including attorneys’ and expert witness fees, and all fees and expenses for exhibits, transcripts, photos and other documents and materials production; (4) The purchase prices, master awards, settlements, offers of judgment, court awards or judgments, including pre-judgment and post-judgment interest, costs, and attorney’s fees, or other consideration for interests in real property for all parcels required for the Project or the Work, whether within or outside of the Project Right of Way; (5) The cost of permanent or temporary acquisition of leases, easements, rights of entry, licenses and other interests in real property, including for drainage, temporary work space, Project Specific Locations, and any other convenience of Design-Build Contractor; (6) The cost of permitting; (7) Closing costs associated with parcel acquisitions in accordance with the Uniform Act, IC 32-24-1 et seq. and IFA and INDOT policies;‌ (8) Relocation assistance payments and costs, in accordance with the Uniform Act and IC 8-23-17-1 et seq. 6.1.3.5 . If IFA incurs any such reasonable costs and expenses on Design-Build Contractor’s behalf, IFA may submit to Design-Build Contractor, not more often than monthly, invoices for such costs and expenses. Design-Build Contractor shall reimburse IFA within thirty (30) days of IFA’s submittal to Design-Build Contractor of each such invoice. In addition to any other remedy, IFA shall have the right to curtail or suspend acquisition activities if Design-Build Contractor for any reason fails to pay any such invoice in full when due. IFA will resume acquisition activities promptly after delinquent amounts are paid in full with interest. 6.1.3.6 . Design-Build Contractor shall solely bear the risk of any time and cost impacts to the Work related to IFA’s acquisition of Additional Properties. 6.1.3.7 . Design-Build Contractor shall not negotiate with any owners or occupants of any property, including Additional Properties, with respect to activities under the Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act, P.L. 91-646, as amended. 6.1.3.8 . Neither IFA nor INDOT shall be obligated to acquire or exercise its power of eminent domain in connection with Design-Build Contractor's acquisition of any temporary right or interest for Project Specific Locations. Neither IFA nor INDOT shall have any obligations or responsibilities with respect to the acquisition, maintenance or disposition of such temporary rights or interests; and Design-Build Contractor shall have no obligation to submit acquisition packages to IFA for, or obtain IFA’s approval of Design-Build Contractor’s acquisition of, any such temporary right or interest.