Common use of Additional Closing Deliveries Clause in Contracts

Additional Closing Deliveries. Administrative Agent shall have received the following on or before the date of the Initial Advance in form and substance satisfactory to Administrative Agent: (i) Evidence of the insurance required under Section 7.01 hereof; (ii) An ALTA survey of the Land certified in a manner acceptable to Administrative Agent and which includes an appropriate professional seal (the “Survey”); (iii) An Appraisal, satisfactory to Administrative Agent; (iv) With respect to each of (1) Borrower, (2) Facility Lessee, (3) each Guarantor (other than the hospital parent of each member of the Consortium), (4) the Borrower Managing Member, (5) the Borrower Profit Participant, (6) Contractor, (7) Architect, (8) Proton System Supplier, (9) Facility Lessee Manager, and (10) the Consortium, a certificate of a secretary or assistant secretary or comparable officer of such Person certifying as to (x) the organizational documents for such Person, (y) the authorizing resolutions of such Person and (z) incumbency and specimen signatures of signatories for such Person, together with (A) a copy of the organizational documents for such Person, each certified by the Secretary of State of the state of its formation as of a recent date, (B) certificates of good standing and authority to do business as a foreign entity, as applicable, as of a recent date for such Person from such Secretary of State and from the Secretary of State of any such foreign jurisdiction, as applicable; (v) A copy of the Contract of Sale, together with all Exhibits thereto, and the related closing statement, certified as true, correct and complete by Borrower; (vi) Evidence indicating whether the Land is located within a one hundred year flood plain or identified as a special flood hazard area as defined by the Federal Emergency Management Agency, and, if so, a flood notification form signed by Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to Administrative Agent; (vii) An environmental report or reports with respect to the Land prepared by an environmental consultant acceptable to Administrative Agent and which report or reports indicate that there has been no change in the condition of the Land from that described in the Report; (viii) Evidence indicating compliance by the Improvements with applicable zoning requirements (without requirement for a variance) and the Contract of Sale, including an opinion of counsel regarding zoning in form and scope satisfactory to Administrative Agent; (ix) If requested by the Administrative Agent, an Architect’s Certificate; (x) Evidence that all utilities and municipal services required for the construction and operation of the Facility are available at the Property; (xi) The most recent available financial statements of Borrower, Facility Lessee and each Principal in the form of financial statement required pursuant to this Agreement; (xii) A Certification of Non-Foreign Status; (xiii) A signed IRS Form W-8 or W-9 as applicable; (xiv) All notices required by any Governmental Authority or by any applicable Legal Requirement to be filed prior to commencement of construction of the Improvements shall have been filed; (xv) Administrative Agent, in its reasonable discretion, shall have received and approved evidence of the quality of the Borrower’s project management team (experience and number of employees and shall be satisfied that the members of such team can reasonably be expected to remain on such team through the Completion of the Facility), it being agreed that the list of individuals set forth on Exhibit J has been approved by Administrative Agent; (xvi) Borrower shall have caused the Title Company or some other escrow agent reasonably acceptable to Administrative Agent to enter into a disbursement agreement reasonably acceptable to Administrative Agent by and among Borrower, Administrative Agent and the Title Company (or some other escrow agent reasonably acceptable to Administrative Agent); (xvii) The Zoning Lot Development Agreement relating to the Property; (xviii) Such other information and documents as Administrative Agent may require; and (xix) there shall not have occurred any change, event or condition after the Closing Date that had or is reasonably likely to have a Material Adverse Effect.

Additional Closing Deliveries. Administrative Agent shall have received the following on or before the date of the Initial Advance hereof in form and substance satisfactory to Administrative Agent: (i) An opinion or opinions from counsel for Borrower and Guarantor covering such items as Administrative Agent and its counsel may require; (ii) Current UCC, tax and judgment searches made in such places as Administrative Agent may specify, covering Borrower and showing no filings relating to, or which could relate to, the Mortgaged Property other than those made hereunder; (iii) Evidence of the insurance required under Section 7.01 hereof; (iiiv) (A) A commitment to issue the Title Policy for the Institute Property, together with copies of all documentation evidencing exceptions raised therein, and (B) such assurance as Administrative Agent may reasonably require that the validity and priority of the ▇▇▇ ▇▇▇▇▇▇ Deed of Trust has not been and will not be impaired by this Agreement or the transactions contemplated by it, including the issuance by Title Company of a CLTA Endorsement No. 110.10 or equivalent to be attached to the Title Policy insuring the lien of the ▇▇▇ ▇▇▇▇▇▇ Deed of Trust; (v) An ALTA survey of the Land each Property certified in a manner acceptable to Administrative Agent and which includes an appropriate professional seal (the “Survey”); (iiivi) An Appraisal, satisfactory to Administrative Agent; (iv) With respect to each Copies of (1) Borrower, (2) Facility Lessee, (3) each Guarantor (other than the hospital parent of each member of the Consortium), (4) the Borrower Managing Member, (5) the Borrower Profit Participant, (6) Contractor, (7) Architect, (8) Proton System Supplier, (9) Facility Lessee Manager, and (10) the Consortium, a certificate of a secretary or assistant secretary or comparable officer of such Person certifying as to (x) the organizational documents for such PersonBorrower, (y) Guarantor and any other entity reasonably requested by Administrative Agent based on the authorizing resolutions of such Person and (z) incumbency and specimen signatures of signatories organizational chart for such PersonBorrower, together with (A) a copy of the organizational documents for such Person, each certified by the Secretary of State of the state of its formation as of a recent date, (B) certificates of good standing certificates, resolutions, incumbency certificates, and such other evidence of authority to do business enter into the Loan Documents as a foreign entity, as applicable, as of a recent date for such Person from such Secretary of State and from the Secretary of State of any such foreign jurisdiction, as applicable;Administrative Agent may reasonably require. (vvii) A copy of the Contract of Sale, together with all Exhibits thereto, contracts to purchase the Institute Property and the related closing statement, certified as true, correct and complete by Borrower; (viviii) Evidence indicating whether the Land is Improvements or any part thereof for any Property are or will be located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by the Federal Emergency Management Agency, and, if so, a flood notification form signed by Borrower and evidence that the flood insurance required by Article VII of this Agreement is in place for the building Improvements and contents, if applicable, all in form form, substance and substance amount satisfactory to Administrative Agent and the Lenders; (ix) An Appraisal for each Property acceptable to Administrative Agent; (viix) A soils report with respect to each Property prepared by an engineer acceptable to Administrative Agent, and copies of all other inspection and test reports with respect to each Property made by or for Borrower; (xi) An environmental report or reports with respect to the Land each Property prepared by an environmental consultant acceptable to Administrative Agent and which report or reports indicate that there has been no change in the condition of the Land from that described in the ReportAgent; (viiixii) Evidence indicating compliance by the Improvements for each Property with applicable zoning requirements (without requirement for a variance) and the Contract of Sale, including an opinion of counsel regarding zoning in form and scope satisfactory to Administrative Agent); (ix) If requested by the Administrative Agent, an Architect’s Certificate; (xxiii) Evidence that all utilities and municipal services required for the construction and operation of the Facility Improvements are available at the each Property; (xixiv) The most recent available financial statements of BorrowerBorrower and Guarantor; (xv) A current engineering report with respect to the Institute Property, Facility Lessee covering, among other matters, inspection of heating and cooling systems, roof and structural details and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of the Americans with Disabilities Act) and fire, safety and health standards. If requested by Administrative Agent, such report shall also include an assessment of the Institute Property’s tolerance for earthquake and seismic activity; (1) A certificate of an authorized representative of Borrower and Guarantor certifying as to the operating agreements for each Principal of Borrower and Guarantor, (2) the authorizing resolutions of Borrower and Guarantor, and (3) incumbency certificate and specimen signatures of signatories for Borrower and Guarantor, together with (x) a copy of the Certificate of Formation for Borrower and Guarantor, each certified by the Delaware Secretary of State as of a recent date, (y) certificates of good standing as of a recent date for Borrower and Guarantor from the Delaware Secretary of State, and (z) a certificate of good standing as of a recent date for each Borrower from the Secretary of State of the state in which the Property owned by such Borrower is located; (xvii) Copies of all leases for space of 10,000 square feet or more within each Property, together with estoppel letters from tenants occupying in the aggregate at least 75% of the leasable space within the Improvements at each Property (or other amounts acceptable to Administrative Agent), and in the form received by Borrower in connection with its acquisition of financial statement required pursuant each Property, with such changes thereto as Administrative Agent reasonably requests so as to this Agreementallow Administrative Agent to rely on and enforce any such estoppels; (xiixviii) A Certification a current rent roll for the Institute Property, together with all leases for the Institute Property not previously delivered to Administrative Agent. Such rent roll shall include the following: (A) tenant names; (B) unit/suite numbers; (C) area of Noneach demised premises and total area of the Institute Property (stated in net rentable square feet); (D) rental rate (including escalations) (stated in gross amount and in amount per net rentable square foot per year); (E) lease term (commencement, expiration and renewal options); (F) expense pass-Foreign Statusthroughs; and (G) the amounts of security deposits, if any; (xiiixix) A signed IRS Form W-8 W 8 or W-9 W 9 as applicableapplicable for each Borrower and Guarantor; (xivxx) All notices required by any Governmental Authority or by any applicable Legal Requirement to be filed prior to commencement of construction A copy of the Improvements shall have been filedenvironmental insurance policy covering the Property, including all endorsements, amendments, renewals, and certificates, in all respects acceptable to Administrative Agent; (xvxxi) All other due diligence items required by Administrative Agent, including without limitation copies of all exceptions listed in its reasonable discretionthe title report, shall have received the soils report, copies of licenses, permits and approved evidence of the quality of the Borrower’s project management team (experience related agreements pertaining to each Property, and number of employees and shall be satisfied that the members of such team can reasonably be expected to remain on such team through the Completion of the Facility), it being agreed that the list of individuals set forth on Exhibit J has been approved any other due diligence items required by Administrative Agent; (xvixxii) A legal review of all legal and regulatory matters satisfactory to Administrative Agent; (xxiii) Borrower shall have caused the Title Company or some other escrow agent reasonably acceptable paid all fees and costs then owing to Administrative Agent to enter into a disbursement agreement reasonably acceptable to Administrative Agent by and among Borrower, Administrative Agent and the Title Company (or some other escrow agent reasonably acceptable to Administrative Agent)Lenders; (xviixxiv) The Zoning Lot Development Agreement relating to the PropertyA Borrowing Base Certificate executed by Borrower; (xviiixxv) All representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (including, without limitation, representations relating to any material adverse change in the condition of Borrower or Guarantor and any representation relating to litigation impacting Borrower or Guarantor); and (xxvi) Such other information and documents as Administrative Agent may reasonably require; and (xix) there . Borrower shall not have occurred any change, event or condition after the Closing Date that had or is reasonably likely to have a Material Adverse Effectright to request in writing that Administrative Agent notify Borrower of any conditions specified above in this Section 2.02 that have not been satisfied prior to the proposed date and time of the recordation of the Institute Mortgage, provided that Borrower shall make such request at least 24 hours prior to the scheduled time of such recordation; and Administrative Agent shall make a good faith effort to identify, prior to such recordation, any such outstanding items specified above in Section 2.02 that have not yet been satisfied.