Common use of Conditions Precedent to First Advance of Project Funds Clause in Contracts

Conditions Precedent to First Advance of Project Funds. Prior to the first advance of Project Funds contemplated by this Agreement, and as a condition of the Lessee's right to receive any of the proceeds of the Project Funds, there shall have been furnished to the Lessor: A. An owner's title insurance policy in form and substance satisfactory to the Lessor, in its sole and absolute discretion, issued by a title insurance company or companies satisfactory to the Lessor (the "Title Company") with such endorsements, reinsurance and/or co-insurance as the Lessor may require, insuring the Lessor's fee title to the Leased Property free from all Liens and without exception for (I) filed or unfiled mechanics' liens, (II) survey matters, (III) rights of parties in possession, (IV) environmental liens and (V) any other matters of any kind or nature whatsoever other than the Permitted Encumbrances (the "Title Policy"); B. Such evidence as the Lessor may require that the use contemplated for the Project, and all of the improvements and construction contemplated by the Project Plans, comply with all applicable Legal Requirements, to the extent in force and applicable; C. Insurance policies and/or Certificates of Insurance required pursuant to the terms and provisions of the Facility Lease; D. Such evidence as the Lessor may require to determine that the total cost of completion of the Project in all respects, including all related direct and indirect costs as previously approved by the Lessor, will not exceed the total amount set forth in the Project Budget; E. Such evidence as the Lessor may require that the Lessee's representations and warranties contained herein and in all of the other Lease Documents are true and correct in every material respect; F. Such evidence as the Lessor may require as to the satisfaction of such of the terms and conditions of this Agreement and of the other Lease Documents as may by their nature be satisfied prior to the making of such advance; G. Such evidence as the Lessor may require that all outstanding Impositions pertaining to the Leased Property have been paid in full; H. A current instrument survey, satisfactory in form and content to the Lessor, prepared in accordance with the requirements set forth in EXHIBIT G (the "Survey") and a certificate substantially in the form of EXHIBIT H (the "Surveyor's Certificate"), prepared and signed by a surveyor licensed to do business in the state where the Leased Property is located with his or her seal affixed thereto; I. True and correct copies of the executed Architect's Contract, all major subcontracts in effect with respect to the Project, the form of Construction Contract to be executed by the Developer and the General Contractor, as well as all receipted bills paid by the Lessee or the Developer to the General Contractor and the Architect for goods and/or services rendered with respect to the Project prior to the date hereof; J. True and correct copies of (I) the Project Budget and (II) the Project Plans, each of which shall be in form and content satisfactory to the Lessor (in its sole and absolute discretion); K. A certificate from an engineer and/or architect, registered as such in the state where the Leased Property is located, substantially in the form attached hereto as EXHIBIT I, certifying as to the (I) compliance of the Leased Property with all applicable Legal Requirements, (II) the availability and adequacy of access/egress to and from the Leased Property and (III) the availability and adequacy of sewer, drainage, water, electric and other utility services to the lot line of the Leased Property; together with such other assurances concerning the design of the Project as the Lessor may require; L. Opinions, in forms satisfactory to the Lessor (in its sole and absolute discretion), from the Lessee's counsel and the Guarantor's counsel, regarding (I) the due execution, authority and enforceability of the Lease Documents; (II) the compliance of the Leased Property and the Project, in all material respects, with those provisions of applicable zoning and other land-use Legal Requirements relating to the use of the Leased Property and the Project for the Primary Intended Use; (III) the valid issuance of the Certificate of Need and all other Permits required for the construction of the Project, the continuing effectiveness of said Certificate of Need and other Permits and the Lessee's and Project's compliance therewith and (IV) such other matters as the Lessor may reasonably request (collectively, the "Opinions")]; M. Payment of the Leasehold Improvement Fee (subject, however, to the provisions of Section 3 hereof); N. True and correct copies of all Permits and Contracts relating to the construction and operation of the Project (including, without limitation, an unconditional building permit or a building permit that is subject only to such conditions as will be fully satisfied by the completion of the construction of the Project in accordance with the Project Plans and this Agreement); O. Such evidence as the Lessor may require that there has been no material adverse change in the financial condition and strength of the Lessee, the Guarantor and the Developer, and that the Leased Property shall have sustained no impairment, reduction, loss or damage which has not been fully restored and repaired, and that no Condemnation proceedings or other governmental action is or shall be pending against or with respect thereto; P. Such evidence as the Lessor may require that the General Contractor and the Architect maintain adequate insurance, as determined in the Lessor's reasonable discretion; Q. [Intentionally Deleted]; R. [Intentionally Deleted]; and S. A fully executed and authorized Architect's Assignment, in form and substance satisfactory to the Lessor.

Conditions Precedent to First Advance of Project Funds. Prior to the first advance of Project Funds contemplated by this Agreement, and as a condition of the Lessee's right to receive any of the proceeds of the Project Funds, there shall have been furnished to the Lessor: A. An owner's title insurance policy in form and substance satisfactory to the Lessor, in its sole and absolute discretion, issued by a title insurance company or companies satisfactory to the Lessor (the "Title Company") with such endorsements, reinsurance and/or co-co- insurance as the Lessor may require, insuring the Lessor's fee title to the Leased Property free from all Liens and without exception for (Ii) filed or unfiled mechanics' liens, (IIii) survey matters, (IIIiii) rights of parties in possession, (IViv) environmental liens and (Vv) any other matters of any kind or nature whatsoever other than the Permitted Encumbrances (the "Title Policy"); B. Such evidence as the Lessor may require that the use contemplated for the Project, and all of the improvements and construction contemplated by the Project Plans, comply with all applicable Legal Requirements, to the extent in force and applicable; C. Insurance policies and/or Certificates of Insurance required pursuant to the terms and provisions of the Facility Lease; D. Such evidence as the Lessor may require to determine that the total cost of completion of the Project in all respects, including all related direct and indirect costs as previously approved by the Lessor, will not exceed the total amount set forth in the Project Budget; E. Such evidence as the Lessor may require that the Lessee's representations and warranties contained herein and in all of the other Lease Documents are true and correct in every material respect; F. Such evidence as the Lessor may require as to the satisfaction of such of the terms and conditions of this Agreement and of the other Lease Documents as may by their nature be satisfied prior to the making of such advance; G. Such evidence as the Lessor may require that all outstanding Impositions which are due and payable as of the date of the First Advance pertaining to the Leased Property have been paid in fullfull in accordance with the terms of the Facility Lease; H. A current instrument survey, satisfactory in form and content to the Lessor, prepared in accordance with the requirements set forth in EXHIBIT G (the "Survey") and a certificate substantially in the form of EXHIBIT H (the "Surveyor's Certificate"), prepared and signed by a surveyor licensed to do business in the state where the Leased Property is located with his or her seal affixed thereto; I. True and correct copies of the executed Construction Contract and the Architect's Contract, all major subcontracts Contract in effect with respect to the Project, the form of Construction Contract to be executed by the Developer and the General Contractor, as well as all receipted bills paid by the Lessee or the Developer to the General Contractor and the Architect for goods and/or services rendered with respect to the Project prior to the date hereof; J. True and correct copies of (I) the Project Budget and (II) the Project Plans, each of which shall be in form and content satisfactory to the Lessor (in its sole and absolute discretion); K. A certificate from an engineer and/or architect, registered as such in the state where the Leased Property is located, substantially in the form attached hereto as EXHIBIT IH, certifying as to the (Ii) compliance of the Leased Property with all , applicable Legal Requirements, (IIii) the availability and adequacy of access/egress to and from the Leased Property and (IIIiii) the availability and adequacy of sewer, drainage, water, electric and other utility services to the lot line of the Leased Property; together with such other assurances concerning the design of the Project as the Lessor may require; L. OpinionsX. Xxxxxx'x receipt of opinions, in forms satisfactory to the Lessor (in its sole and absolute discretion), from the Lessee's counsel and the Guarantor's counsel, regarding regarding (Ii) the due execution, authority and enforceability of the Lease Documents; (IIii) the compliance of the Leased Property and the Project, in all material respects, with those provisions of applicable zoning and other land-use Legal Requirements relating to the use of the Leased Property and the Project for the Primary Intended Use(except in such instances in which a satisfactory title insurance zoning endorsement has been issued); (IIIiii) the valid issuance of the Certificate of Need Need, if applicable, and all other Permits required for the construction of the Project, the continuing effectiveness of said Certificate of Need Need, if applicable, and other Permits and the Lessee's and Project's compliance therewith and (IViv) such other matters as the Lessor may reasonably request (collectively, the "Opinions")]; M. L. Payment of the Leasehold Improvement Fee (subject, however, to the provisions of Section 3 hereof); N. ; M. True and correct copies of all Permits and Contracts relating to the construction and operation of the Project (including, without limitation, an unconditional building permit or a building permit that which is subject only to such conditions as will be fully satisfied by the completion of the construction of the Project in accordance with the Project Plans and this Agreement); O. Such evidence as the Lessor may require that there has been no material adverse change in the financial condition and strength of the Lessee, the Guarantor and the Developer, and that the Leased Property shall have sustained no impairment, reduction, loss or damage which has not been fully restored and repaired, and that no Condemnation proceedings or other governmental action is or shall be pending against or with respect thereto; P. Such evidence as the Lessor may require that the General Contractor and the Architect maintain adequate insurance, as determined in the Lessor's reasonable discretion; Q. [Intentionally Deleted]; R. [Intentionally Deleted]; and S. A fully executed and authorized Architect's Assignment, in form and substance satisfactory to the Lessor.

Conditions Precedent to First Advance of Project Funds. Prior to the first advance of Project Funds contemplated by this Agreement, and as a condition of the Lessee's right to receive any of the proceeds of the Project Funds, there shall have been furnished to the Lessor: A. An owner's title insurance policy in form and substance satisfactory to the Lessor, in its sole and absolute discretion, issued by a title insurance company or companies satisfactory to the Lessor (the "Title Company") with such endorsements, reinsurance and/or co-insurance as the Lessor may require, insuring the Lessor's fee title to the Leased Property free from all Liens and without exception for (Ii) filed or unfiled mechanics' liens, (IIii) survey matters, (IIIiii) rights of parties in possession, (IViv) environmental liens and (Vv) any other matters of any kind or nature whatsoever other than the Permitted Encumbrances (the "Title Policy"); B. Such evidence as the Lessor may require that the use contemplated for the Project, and all of the improvements and construction contemplated by the Project Plans, comply with all applicable Legal Requirements, to the extent in force and applicable; C. Insurance policies and/or Certificates of Insurance required pursuant to the terms and provisions of the Facility Lease; D. Such evidence as the Lessor may require to determine that the total cost of completion of the Project in all respects, including all related direct and indirect costs as previously approved by the Lessor, will not exceed the total amount set forth in the Project Budget; E. Such evidence as the Lessor may require that the Lessee's representations and warranties contained herein and in all of the other Lease Documents are true and correct in every material respect; F. Such evidence as the Lessor may require as to the satisfaction of such of the terms and conditions of this Agreement and of the other Lease Documents as may by their nature be satisfied prior to the making of such advance; G. Such evidence as the Lessor may require that all outstanding Impositions which are due and payable as of the date of the First Advance pertaining to the Leased Property have been paid in fullfull in accordance with the terms of the Facility Lease; H. A current instrument survey, satisfactory in form and content to the Lessor, prepared in accordance with the requirements set forth in EXHIBIT G (the "Survey") and a certificate substantially in the form of EXHIBIT H (the "Surveyor's Certificate"), prepared and signed by a surveyor licensed to do business in the state where the Leased Property is located with his or her seal affixed thereto; I. True and correct copies of the executed Construction Contract and the Architect's Contract, all major subcontracts Contract in effect with respect to the Project, the form of Construction Contract to be executed by the Developer and the General Contractor, as well as all receipted bills paid by the Lessee or the Developer to the General Contractor and the Architect for goods and/or services rendered with respect to the Project prior to the date hereof; J. True and correct copies of (I) the Project Budget and (II) the Project Plans, each of which shall be in form and content satisfactory to the Lessor (in its sole and absolute discretion); K. A certificate from an engineer and/or architect, registered as such in the state where the Leased Property is located, substantially in the form attached hereto as EXHIBIT IH, certifying as to the (Ii) compliance of the Leased Property with all applicable Legal Requirements, (IIii) the availability and adequacy of access/egress to and from the Leased Property and (IIIiii) the availability and adequacy of sewer, drainage, water, electric and other utility services to the lot line of the Leased Property; together with such other assurances concerning the design of the Project as the Lessor may require; L. OpinionsK. Lessor's receipt of opinions, in forms satisfactory xx xxxxx xatisfactory to the Lessor (in its sole and absolute discretion), from the Lessee's counsel and the Guarantor's counsel, regarding regarding (Ii) the due execution, authority and enforceability of the Lease Documents; (IIii) the compliance of the Leased Property and the Project, in all material respects, with those provisions of applicable zoning and other land-use Legal Requirements relating to the use of the Leased Property and the Project for the Primary Intended Use(except in such instances in which a satisfactory title insurance zoning endorsement has been issued); (IIIiii) the valid issuance of the Certificate of Need Need, if applicable, and all other Permits required for the construction of the Project, the continuing effectiveness of said Certificate of Need Need, if applicable, and other Permits and the Lessee's and Project's compliance therewith and (IViv) such other matters as the Lessor may reasonably request (collectively, the "Opinions")]; M. L. Payment of the Leasehold Improvement Fee (subject, however, to the provisions of Section 3 hereof); N. M. True and correct copies of all Permits and Contracts relating to the construction and operation of the Project (including, without limitation, an unconditional building permit or a building permit that which is subject only to such conditions as will be fully satisfied by the completion of the construction of the Project in accordance with the Project Plans and this Agreement); O. N. Such evidence as the Lessor may require that there has been no material adverse change in the financial condition and strength of the Lessee, the Guarantor Lessee and the DeveloperGuarantor, and that the Leased Property shall have sustained no impairment, reduction, loss or damage which has not been fully restored and repaired, and that no Condemnation proceedings or other governmental action is or shall be pending against or with respect thereto; P. O. Such evidence as the Lessor may require that the General Contractor and the Architect maintain adequate insurance, as determined in the Lessor's reasonable discretion; Q. [Intentionally Deleted]P. True and correct copies of all payment, performance and completion bonds required pursuant to 6.3.13 hereof; R. [Intentionally Deleted]Q. A fully executed Construction Assignment, in form and substance satisfactory to Lessor; and S. R. A fully executed and authorized Architect's Assignment, in form and substance satisfactory to the Lessor.

Conditions Precedent to First Advance of Project Funds. Prior to the first advance of Project Funds contemplated by this Agreement, and as a condition of the Lessee's right to receive any of the proceeds of the Project Funds, there shall have been furnished to the Lessor: : A. An owner's title insurance policy in form and substance satisfactory to the Lessor, in its sole and absolute discretion, issued by a title insurance company or companies satisfactory to the Lessor (the "Title Company") with such endorsements, reinsurance and/or co-insurance as the Lessor may require, insuring the Lessor's fee title to the Leased Property free from all Liens and without exception for (Ii) filed or unfiled mechanics' liens, (IIii) survey matters, (IIIiii) rights of parties in possession, (IViv) environmental liens and (Vv) any other matters of any kind or for nature whatsoever other than the Permitted Encumbrances (the "Title Policy"); ; B. Such evidence as the Lessor may require that the use contemplated for the Project, and all of the improvements and construction contemplated by the Project Plans, comply with all applicable Legal Requirements, to the extent in force and applicable; ; C. Insurance policies and/or Certificates of Insurance required pursuant to the terms and provisions of the Facility Lease; ; D. Such evidence as the Lessor may require to determine that the total cost of completion of Of the Project in all respects, including all related direct and indirect costs as previously approved by the Lessor, will not exceed the total amount set forth in the Project Budget; ; E. Such evidence as the Lessor may require that the Lessee's representations and warranties contained herein and in all of the other Lease Documents are true and correct in every material respect; ; F. Such evidence as the Lessor may require as to the satisfaction of such of the terms and conditions of this Agreement and of the other Lease Documents as may by their nature be satisfied prior to the making of such advance; G. Such evidence as the Lessor may require that all outstanding Impositions pertaining to the Leased Property have been paid in full; H. A current instrument survey, satisfactory in form and content to the Lessor, prepared in accordance with the requirements set forth in EXHIBIT G (the "Survey") and a certificate substantially in the form of EXHIBIT H (the "Surveyor's Certificate"), prepared and signed by a surveyor licensed to do business in the state where the Leased Property is located with his or her seal affixed thereto; I. True and correct copies of the executed Architect's Contract, all major subcontracts in effect with respect to the Project, the form of Construction Contract to be executed by the Developer and the General Contractor, as well as all receipted bills paid by the Lessee or the Developer to the General Contractor and the Architect for goods and/or services rendered with respect to the Project prior to the date hereof; J. True and correct copies of (I) the Project Budget and (II) the Project Plans, each of which shall be in form and content satisfactory to the Lessor (in its sole and absolute discretion); K. A certificate from an engineer and/or architect, registered as such in the state where the Leased Property is located, substantially in the form attached hereto as EXHIBIT I, certifying as to the (I) compliance of the Leased Property with all applicable Legal Requirements, (II) the availability and adequacy of access/egress to and from the Leased Property and (III) the availability and adequacy of sewer, drainage, water, electric and other utility services to the lot line of the Leased Property; together with such other assurances concerning the design of the Project as the Lessor may require; L. Opinions, in forms satisfactory to the Lessor (in its sole and absolute discretion), from the Lessee's counsel and the Guarantor's counsel, regarding (I) the due execution, authority and enforceability of the Lease Documents; (II) the compliance of the Leased Property and the Project, in all material respects, with those provisions of applicable zoning and other land-use Legal Requirements relating to the use of the Leased Property and the Project for the Primary Intended Use; (III) the valid issuance of the Certificate of Need and all other Permits required for the construction of the Project, the continuing effectiveness of said Certificate of Need and other Permits and the Lessee's and Project's compliance therewith and (IV) such other matters as the Lessor may reasonably request (collectively, the "Opinions")]; M. Payment of the Leasehold Improvement Fee (subject, however, to the provisions of Section 3 hereof); N. True and correct copies of all Permits and Contracts relating to the construction and operation of the Project (including, without limitation, an unconditional building permit or a building permit that is subject only to such conditions as will be fully satisfied by the completion of the construction of the Project in accordance with the Project Plans and this Agreement); O. Such evidence as the Lessor may require that there has been no material adverse change in the financial condition and strength of the Lessee, the Guarantor and the Developer, and that the Leased Property shall have sustained no impairment, reduction, loss or damage which has not been fully restored and repaired, and that no Condemnation proceedings or other governmental action is or shall be pending against or with respect thereto; P. Such evidence as the Lessor may require that the General Contractor and the Architect maintain adequate insurance, as determined in the Lessor's reasonable discretion; Q. [Intentionally Deleted]; R. [Intentionally Deleted]; and S. A fully executed and authorized Architect's Assignment, in form and substance satisfactory to the Lessor.15

Conditions Precedent to First Advance of Project Funds. Prior to the first advance of Project Funds contemplated by this Agreement, and as a condition of the Lessee's right to receive any of the proceeds of the Project Funds, there shall have been furnished to the Lessor: A. An owner's title insurance policy in form and substance satisfactory to the Lessor, in its sole and absolute discretion, issued by a title insurance company or companies satisfactory to the Lessor (the "Title Company") with such endorsements, reinsurance and/or co-insurance as the Lessor may require, insuring the Lessor's fee title to the Leased Property free from all Liens and without exception for (Ii) filed or unfiled mechanics' liens, (IIii) survey matters, (IIIiii) rights 20 of parties in possession, (IViv) environmental liens and (Vv) any other matters of any kind or nature whatsoever other than the Permitted Encumbrances (the "Title Policy"); B. Such evidence as the Lessor may require that the use contemplated for the Project, and all of the improvements and construction contemplated by the Project Plans, comply with all applicable Legal Requirements, to the extent in force and applicable; C. Insurance policies and/or Certificates of Insurance required pursuant to the terms and provisions of the Facility Lease; D. Such evidence as the Lessor may require to determine that the total cost of completion of the Project in all respects, including all related direct and indirect costs as previously approved by the Lessor, will not exceed the total amount set forth in the Project Budget; E. Such evidence as the Lessor may require that the Lessee's representations and warranties contained herein and in all of the other Lease Documents are true and correct in every material respect; F. Such evidence as the Lessor may require as to the satisfaction of such of the terms and conditions of this Agreement and of the other Lease Documents as may by their nature be satisfied prior to the making of such advance; G. Such evidence as the Lessor may require that all outstanding Impositions which are due and payable as of the date of the First Advance pertaining to the Leased Property have been paid in fullfull in accordance with the terms of the Facility Lease; H. A current instrument survey, satisfactory in form and content to the Lessor, prepared in accordance with the requirements set forth in EXHIBIT G (the "Survey") and a certificate substantially in the form of EXHIBIT H (the "Surveyor's Certificate"), prepared and signed by a surveyor licensed to do business in the state where the Leased Property is located with his or her seal affixed thereto; I. True and correct copies of the executed Construction Contract and the Architect's Contract, all major subcontracts Contract in effect with respect to the Project, the form of Construction Contract to be executed by the Developer and the General Contractor, as well as all receipted bills paid by the Lessee or the Developer to the General Contractor and the Architect for goods and/or services rendered with respect to the Project prior to the date hereof; J. True and correct copies of (I) the Project Budget and (II) the Project Plans, each of which shall be in form and content satisfactory to the Lessor (in its sole and absolute discretion); K. A certificate from an engineer and/or architect, registered as such in the state where the Leased Property is located, substantially in the form attached hereto as EXHIBIT IH, certifying as to the (Ii) compliance of the Leased Property with all applicable Legal Requirements, (IIii) the availability and adequacy of access/egress to and from the Leased Property and (IIIiii) the availability and adequacy of sewer, drainage, water, electric and other utility services to the lot line of the Leased Property; together with such other assurances concerning the design of the Project as the Lessor may require; L. OpinionsX. Xxxxxx'x receipt of opinions, in forms satisfactory to the Lessor (in its sole and absolute discretion), from the Lessee's counsel and the Guarantor's counsel, regarding regarding (Ii) the due execution, authority and enforceability of the Lease Documents; (IIii) the compliance of the Leased Property and the Project, in all material respects, with those provisions of applicable zoning and other 22 land-use Legal Requirements relating to the use of the Leased Property and the Project for the Primary Intended Use(except in such instances in which a satisfactory title insurance zoning endorsement has been issued); (IIIiii) the valid issuance of the Certificate of Need Need, if applicable, and all other Permits required for the construction of the Project, the continuing effectiveness of said Certificate of Need Need, if applicable, and other Permits and the Lessee's and Project's compliance therewith and (IViv) such other matters as the Lessor may reasonably request (collectively, the "Opinions")]; M. L. Payment of the Leasehold Improvement Fee (subject, however, to the provisions of Section 3 hereof); N. M. True and correct copies of all Permits and Contracts relating to the construction and operation of the Project (including, without limitation, an unconditional building permit or a building permit that which is subject only to such conditions as will be fully satisfied by the completion of the construction of the Project in accordance with the Project Plans and this Agreement); O. N. Such evidence as the Lessor may require that there has been no material adverse change in the financial condition and strength of the Lessee, the Guarantor Lessee and the DeveloperGuarantor, and that the Leased Property shall have sustained no impairment, reduction, loss or damage which has not been fully restored and repaired, and that no Condemnation proceedings or other governmental action is or shall be pending against or with respect thereto; P. O. Such evidence as the Lessor may require that the General Contractor and the Architect maintain adequate insurance, as determined in the Lessor's reasonable discretion; Q. [Intentionally Deleted]P. True and correct copies of all payment, performance and completion bonds required pursuant to 6.3.13 hereof; R. [Intentionally Deleted]Q. A fully executed Construction Assignment, in form and substance satisfactory to Lessor; and S. R. A fully executed and authorized Architect's Assignment, in form and substance satisfactory to the Lessor.

Conditions Precedent to First Advance of Project Funds. Prior to the first advance of Project Funds contemplated by this Agreement, and as a condition of the Lessee's right to receive any of the proceeds of the Project Funds, there shall have been furnished to the Lessor: A. An : A.An owner's title insurance policy in form and substance satisfactory to the Lessor, in its sole and absolute discretion, issued by a title insurance company or companies satisfactory to the Lessor (the "Title Company") with such endorsements, reinsurance and/or co-insurance as the Lessor may require, insuring the Lessor's fee title to the Leased Property free from all Liens and without exception for (Ii) filed or unfiled mechanics' liens, (IIii) survey matters, (IIIiii) rights of parties in possession, (IViv) environmental liens and (Vv) any other matters of any kind or nature whatsoever other than the Permitted Encumbrances (the "Title Policy"); ; B. Such evidence as the Lessor may require that the use contemplated for the Project, and all of the improvements and construction contemplated by the Project Plans, comply with all applicable Legal Requirements, to the extent in force and applicable; C. Insurance ; X.Xxxxxxxxx policies and/or Certificates of Insurance required pursuant to the terms and provisions of the Facility Lease; D. Such ; D.Such evidence as the Lessor may require to determine that the total cost of completion of the Project in all respects, including all related direct and indirect costs as previously approved by the Lessor, will not exceed the total amount set forth in the Project Budget; E. Such ; E.Such evidence as the Lessor may require that the Lessee's representations and warranties contained herein and in all of the other Lease Documents are true and correct in every material respect; F. Such ; F.Such evidence as the Lessor may require as to the satisfaction of such of the terms and conditions of this Agreement and of the other Lease Documents as may by their nature be satisfied prior to the making of such advance; G. Such ; G.Such evidence as the Lessor may require that all outstanding Impositions which are due and payable as of the date of the First Advance pertaining to the Leased Property have been paid in full; H. A full in accordance with the terms of the Facility Lease; H.A current instrument survey, satisfactory in form and content to the Lessor, prepared in accordance with the requirements set forth in EXHIBIT G (the "Survey") and a certificate substantially in the form of EXHIBIT H (the "Surveyor's Certificate"), prepared and signed by a surveyor licensed to do business in the state where the Leased Property is located with his or her seal affixed thereto; I. True and correct copies of the executed Architect's Contract, all major subcontracts in effect with respect to the Project, the form of Construction Contract to be executed by the Developer and the General Contractor, as well as all receipted bills paid by the Lessee or the Developer to the General Contractor and the Architect for goods and/or services rendered with respect to the Project prior to the date hereof; J. True and correct copies of (I) the Project Budget and (II) the Project Plans, each of which shall be in form and content satisfactory to the Lessor (in its sole and absolute discretion); K. A certificate from an engineer and/or architect, registered as such in the state where the Leased Property is located, substantially in the form attached hereto as EXHIBIT I, certifying as to the (I) compliance of the Leased Property with all applicable Legal Requirements, (II) the availability and adequacy of access/egress to and from the Leased Property and (III) the availability and adequacy of sewer, drainage, water, electric and other utility services to the lot line of the Leased Property; together with such other assurances concerning the design of the Project as the Lessor may require; L. Opinions, in forms satisfactory to the Lessor (in its sole and absolute discretion), from the Lessee's counsel and the Guarantor's counsel, regarding (I) the due execution, authority and enforceability of the Lease Documents; (II) the compliance of the Leased Property and the Project, in all material respects, with those provisions of applicable zoning and other land-use Legal Requirements relating to the use of the Leased Property and the Project for the Primary Intended Use; (III) the valid issuance of the Certificate of Need and all other Permits required for the construction of the Project, the continuing effectiveness of said Certificate of Need and other Permits and the Lessee's and Project's compliance therewith and (IV) such other matters as the Lessor may reasonably request (collectively, the "Opinions")]; M. Payment of the Leasehold Improvement Fee (subject, however, to the provisions of Section 3 hereof); N. True and correct copies of all Permits and Contracts relating to the construction and operation of the Project (including, without limitation, an unconditional building permit or a building permit that is subject only to such conditions as will be fully satisfied by the completion of the construction of the Project in accordance with the Project Plans and this Agreement); O. Such evidence as the Lessor may require that there has been no material adverse change in the financial condition and strength of the Lessee, the Guarantor and the Developer, and that the Leased Property shall have sustained no impairment, reduction, loss or damage which has not been fully restored and repaired, and that no Condemnation proceedings or other governmental action is or shall be pending against or with respect thereto; P. Such evidence as the Lessor may require that the General Contractor and the Architect maintain adequate insurance, as determined in the Lessor's reasonable discretion; Q. [Intentionally Deleted]; R. [Intentionally Deleted]; and S. A fully executed and authorized Architect's Assignment, in form and substance satisfactory to the Lessor.13

Conditions Precedent to First Advance of Project Funds. Prior to the first advance of Project Funds contemplated by this Agreement, and as a condition of the LesseeDeveloper's right to receive any of the proceeds of the Project Funds, there the following items shall have been furnished to the Lessor:Lessor at the Developer's sole cost and expense (which may be paid from the initial advance of the Project Funds as long as such costs are included in the Project Budget): A. An owner's title insurance policy in form and substance satisfactory to the Lessor, in its sole and absolute discretion, issued by a title insurance company or companies satisfactory to the Lessor (the "Title Company") with such endorsements, reinsurance and/or co-insurance as the Lessor may require, insuring the Lessor's fee title to the Leased Property free from all Liens and without exception for (Ii) filed or unfiled mechanics' liens, (IIii) survey matters, (IIIiii) rights of parties in possession, (IViv) environmental liens and (Vv) any other matters of any kind or nature whatsoever other than the Permitted Encumbrances (the "Title Policy"); B. Such evidence as the Lessor may require that the use contemplated for the Project, and all of the improvements and construction contemplated by the Project Plans, comply with all applicable Legal Requirements, to the extent in force and applicable; C. Insurance policies and/or Certificates of Insurance required pursuant to the terms and provisions of the Facility LeaseLease and this Agreement; D. Such evidence as the Lessor may require to determine that the total cost of completion of the Project in all respects, including all related direct and indirect costs as previously approved by the Lessor, will not exceed the total amount set forth in the Project Budget; E. Such evidence as the Lessor may require that the LesseeDeveloper's representations and warranties contained herein and in all of the other Development Documents are true and correct in every material respect and such evidence as the Lessor may require that the Lessee's representations and warranties set forth in the Lease Documents are true and correct in every material respect; F. Such evidence as the Lessor may require as to the satisfaction of such of the terms and conditions of this Agreement and of the other Lease Development Documents as may by their nature be satisfied prior to the making of such advance; G. Such evidence as the Lessor may require that all outstanding Impositions pertaining to the Leased Property have been paid in full; H. A current instrument survey, satisfactory in form and content to the Lessor, prepared in accordance with the requirements set forth in EXHIBIT G (the "Survey") and a certificate substantially in the form of EXHIBIT H (the "Surveyor's Certificate"), prepared and signed by a surveyor licensed to do business in the state where the Leased Property is located with his or her seal affixed thereto; I. True and correct copies of the executed Architect's Contract, all major subcontracts in effect with respect to the Project, the form of Construction Contract to be executed by the Developer Project and the General Contractorexecuted Construction Contract, as well as all receipted bills paid by the Lessee or the Developer to the General Contractor and the Architect for goods and/or services rendered with respect to the Project prior to the date hereof; J. True and correct copies of (Ii) the Project Budget and (IIii) the Project Plans, each of which shall be in form and content satisfactory to the Lessor (in its sole and absolute discretion); K. A certificate Certificates from engineers and an engineer and/or architect, registered as such in the state where the Leased Property is located, substantially in the form forms attached hereto as EXHIBIT I, certifying as to the (Ii) compliance of the Leased Property with all applicable Legal Requirements, (IIii) the availability and adequacy of access/egress to and from the Leased Property and (IIIiii) the availability and adequacy of sewer, drainage, water, electric and other utility services to the lot line of the Leased Property; together with such other assurances concerning the design of the Project as the Lessor may require; L. Opinions, in forms satisfactory to the Lessor (in its sole and absolute discretion), addressed to the Lessor and the Lessee from the Developer's counsel, the Lessee's counsel and the Guarantor's counsel, regarding regarding (Ii) the due execution, authority and enforceability of the Development Documents and the Lease Documents; (II) the compliance of the Leased Property and the Project, in all material respects, with those provisions of applicable zoning and other land-use Legal Requirements relating to the use of the Leased Property and the Project for the Primary Intended Use; (IIIii) the valid issuance of the Certificate of Need and all other Permits required for the construction of the Project, the continuing effectiveness of said Certificate of Need and other Permits and the LesseeDeveloper's and Project's compliance therewith and (IViii) such other matters as the Lessor may reasonably request (collectively, the "Opinions")]; M. Payment of the Leasehold Improvement Fee (subject, however, to the provisions of Section 3 3.1 hereof); N. True and correct copies of all Permits and Contracts relating to the construction and operation of the Project (including, without limitation, an unconditional building permit or a building permit that is subject only to such conditions as will be fully satisfied by the completion of the construction of the Project in accordance with the Project Plans and this Agreement); O. Such evidence as the Lessor may require that there has been no material adverse change in the financial condition and strength of the Lessee, the Guarantor and the Developer, and that the Leased Property shall have sustained no impairment, reduction, loss or damage which has not been fully restored and repaired, and that no Condemnation proceedings or other governmental action is or shall be pending against or with respect thereto; P. Such evidence as the Lessor may require that the General Contractor and the Architect maintain adequate insurance, as determined in the Lessor's reasonable discretion; Q. [Intentionally Deleted]; R. [Intentionally Deleted]; and S. A fully fully-executed and authorized Architect's Assignment, in form and substance satisfactory to the Lessor; and R. A fully-executed and authorized Construction Assignment, in form and substance satisfactory to the Lessor.