Conditions to Initial Term Loans. The obligations of the Lenders to make Term Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.6): (a) The Administrative Agent shall have received: (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party, or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; and (ii) any promissory note requested by a Lender pursuant to Section 2.4(a) payable to the order of each such requesting Lender. (b) The Borrower shall have paid all fees and expenses due and owing pursuant to the terms of, and in connection with, this Agreement for which the Borrower shall have been billed on or before the Effective Date, including, but not limited to, payment to the Administrative Agent (i) for the account of the Lenders, of the Upfront Fee and (ii) for its own account, of the Agency Fee. (c) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) from ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, counsel to the Borrower, covering such matters relating to the Borrower and this Agreement as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (d) The Administrative Agent shall have received complete copies of the Financial Statements and the Projections, each certified as such in a certificate executed by an executive officer of the Borrower. (e) The Administrative Agent shall have received copies of the following: (i) All of the consents, approvals and waivers referred to on Schedule 3.2 hereto (except only those which, as stated on Schedule 3.2, shall not be delivered); (ii) The certificate of incorporation (or other organizational documents) of the Borrower, certified by the Secretary of State of its state of organization; (iii) The by-laws (or other organizational documents) of the Borrower, certified by its secretary; (iv) All action taken by the Borrower, corporate or otherwise, to authorize the execution, delivery and performance of each of the Loan Documents to which it is a party and the transactions contemplated thereby, certified by its secretary; (v) Good standing certificates as of a recent date, with respect to the Borrower from the Secretary of State of its state of organization and each state in which it is qualified to do business; and (vi) An incumbency certificate (with specimen signatures) with respect to the Borrower. (i) The Borrower shall have complied and shall then be in compliance with all of the terms, covenants and conditions of this Agreement; (ii) After giving effect to the initial Term Loan there shall exist no Default or Event of Default; and (iii) The representations and warranties contained in Article 3 shall be true and correct on the Effective Date; and the borrowing by the Borrower of the initial Term Loan hereunder shall constitute a representation and warranty by the Borrower as of the Effective Date that the conditions set forth in this Section 4.1(f) have been satisfied. (g) The Borrower shall have consummated the joint venture with Chartwell Seniors Housing Trust in connection with the ownership and operation of a portfolio of 42 high-quality seniors housing and care communities in Canada. (h) The Borrower shall have delivered to the Administrative Agent such reasonable documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by the Administrative Agent or any Lender. (i) All legal matters incident to the initial Loans shall be satisfactory to counsel to the Administrative Agent.
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Conditions to Initial Term Loans. The obligations effectiveness of this Agreement and the Lenders obligation of each Bank to make its initial Term Loans Loan hereunder shall not become effective until is subject to the date on which each satisfaction (or waiver) of the following conditions is satisfied (or waived in accordance with Section 10.6):precedent:
(a) The receipt by the Administrative Agent shall have received:
(i) from each party hereto either (A) a counterpart of counterparts of this Agreement signed by each of the Persons listed on behalf the signature pages hereto (or, in the case of such partyany Bank as to which an executed counterpart shall not have been received, or (B) written evidence satisfactory to receipt by the Administrative Agent (which may include facsimile transmission in form satisfactory to it of telecopy or other written confirmation from such Bank of execution and delivery of a signed signature page of this Agreement) that counterpart hereof by such party has signed a counterpart of this Agreement; and
(ii) any promissory note requested by a Lender pursuant to Section 2.4(a) payable to the order of each such requesting Lender.Bank);
(b) The Borrower shall have paid all fees and expenses due and owing pursuant to the terms of, and in connection with, this Agreement for which the Borrower shall have been billed on or before the Effective Date, including, but not limited to, payment to receipt by the Administrative Agent (i) for the account of the Lenders, a Notice of the Upfront Fee and (ii) for its own account, of the Agency Fee.Borrowing as required by Section 2.05(a);
(c) The Administrative Agent shall have received a written opinion (addressed to receipt by the Administrative Agent of an opinion of internal and external counsel to the Company addressed to it and the Lenders Banks and dated the Effective Date) from ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP, counsel to the Borrower, covering such matters relating to the Borrower and Company, this Agreement or the transactions contemplated hereby as the Required Lenders Administrative Agent shall reasonably request. The Borrower Company hereby requests such counsel to deliver such opinion.opinions;
(d) The receipt by the Administrative Agent of a certificate, dated the Effective Date and signed by a Financial Officer of the Company, certifying: (i) (x) that the representations and warranties contained in this Agreement shall be true on and as of such date and (y) no Default or Event of Default shall have received complete copies occurred and be continuing, (ii) as to clause (i) of this Section 3.01, (iii) the ratings by ▇▇▇▇▇’▇ and S&P, respectively, applicable on the Effective Date as to the Index Debt and (iv) a calculation of Adjusted Consolidated Net Worth as of the Financial Statements and the Projections, each certified as such in a certificate executed by an executive officer end of the Borrower.first fiscal quarter ending after the Spin-Off Effective Date;
(e) The receipt by the Administrative Agent shall have received copies of such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the following:
(i) All Company, the authorization of the consents, approvals transactions contemplated hereby and waivers referred any other legal matters relating to on Schedule 3.2 hereto (except only those which, as stated on Schedule 3.2, shall not be delivered);
(ii) The certificate of incorporation (or other organizational documents) each of the BorrowerCompany, this Agreement or the transaction contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent, including a certified by the Secretary of State of its state of organization;
(iii) The by-laws (or other organizational documents) copy of the Borrowerresolutions of the Board of Directors of the Company, certified by its secretary;
(iv) All action taken by in form and substance reasonably satisfactory to the BorrowerAdministrative Agent, corporate or otherwise, to authorize authorizing the execution, delivery and performance of each of the Loan Documents to which it is a party this Agreement and the transactions contemplated thereby, certified by its secretaryother Credit Documents;
(vf) Good standing certificates as of a recent date, with respect at least five (5) days prior to the Borrower from the Secretary of State of its state of organization and each state in which it is qualified to do business; and
(vi) An incumbency certificate (with specimen signatures) with respect to the Borrower.
Effective Date, (i) The Borrower receipt by the Administrative Agent of all documents and instruments as it may reasonably request relating to the existence of the Company (including information required to comply with “know your customer” or similar identification requirements of any Bank), the corporate authority for and the validity and enforceability of this Agreement and the other Credit Documents, and any other matters related hereto, all in form and substance reasonably satisfactory to the Administrative Agent, and (ii) to the extent that the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Bank that requested a Beneficial Ownership Certification in relation to the Company shall have complied received such Beneficial Ownership Certification (provided that, upon the execution and shall then be in compliance with all delivery by such Bank of the terms, covenants and conditions of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);
(iig) After giving effect to the initial Term Loan there shall exist no Default or Event of Default; and
(iii) The representations and warranties contained in Article 3 shall be true and correct on the Effective Date; and the borrowing receipt by the Borrower Administrative Agent of the initial Term Loan hereunder shall constitute a representation and warranty by the Borrower evidence as of the Effective Date that as to payment of all fees required to be paid, including pursuant to the conditions set forth in this Section 4.1(f) Fee Letter, and all expenses required to be paid or reimbursed for which invoices have been satisfied.
presented (gincluding, without limitation, fees and disbursements of counsel to JPMorgan required to be paid as of the Effective Date and invoiced at least two (2) The Borrower shall have consummated Domestic Business Days prior to the joint venture with Chartwell Seniors Housing Trust Effective Date (directly to such counsel if requested by JPMorgan)) in connection with this Agreement, on or before the ownership and operation of a portfolio of 42 high-quality seniors housing and care communities in Canada.Effective Date;
(h) The Borrower evidence that the Existing Credit Agreement, all obligations thereunder other than contingent obligations, and any commitments thereunder have been or are, concurrently with the Effective Date, satisfied or terminated;
(i) there shall not have delivered to occurred a material adverse change since December 31, 2017 in the Administrative Agent such reasonable documentation business, assets, property or financial condition of the Company and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsits Consolidated Subsidiaries, including without limitation the Patriot Act, to the extent reasonably requested taken as a whole; and
(j) receipt by the Administrative Agent or any Lender.
(i) All legal matters incident of counterparts of a Note signed by the Company in favor of each Bank requesting a Note. The Administrative Agent shall distribute the applicable documents referenced above to the initial Loans Banks and shall be satisfactory to counsel to promptly notify the Administrative AgentCompany and the Banks of the Effective Date.
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