Common use of Conditions to Funding Date Clause in Contracts

Conditions to Funding Date. The obligation of each Lender to make a Loan hereunder shall be subject to the occurrence of the Closing Date and the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following: (i) Notes executed by the Borrower in favor of each Lender requesting a Note (if any); (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Funding Date, certifying names and true signatures of officers of the Borrower authorized to execute and deliver this Agreement and the Notes and the other documents to be delivered hereunder from time to time, and attaching and certifying (A) the resolutions of the Board of Directors of the Borrower approving this Agreement, the Notes and all documents evidencing other necessary corporate action with respect to this Agreement and the Notes and (B) the certificate of incorporation and bylaws of the Borrower and attaching a certificate of good standing with respect to the Borrower dated within 30 days of the Funding Date (or such longer period as agreed to by the Administrative Agent in its sole discretion), such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower; (iii) a customary opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special U.S. counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; and (iv) a certificate signed by a Responsible Officer of the Borrower, dated the Funding Date, certifying (A) no Default exists on the Funding Date after giving effect to the funding of the Loans and the use of proceeds thereof and (B) that the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be certified as true and correct in all respects) on and as of the Funding Date after giving effect to the funding of the Loans and the use of proceeds thereof. (b) Any fees required to be paid by the Borrower to the Arranger, the Administrative Agent and the Lenders pursuant to the Fee Letter on or before the Funding Date shall have been paid. (c) The Borrower shall have paid (subject to such limitations as shall have been agreed between the Administrative Agent and the Borrower) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent such amounts are required to be paid pursuant to the Engagement Letter and to the extent invoiced at least three Business Days prior to the Funding Date.

Conditions to Funding Date. The obligation of each Lender to make a Loan hereunder shall be is subject to the occurrence of the Closing Effective Date and the satisfaction (or waiver in accordance with Section 9.05) of the following conditions precedentconditions: (a) The Administrative Agent’s receipt Agent shall have received a copy of the following: Ensign Acquisition Agreement (i) Notes executed including all exhibits, schedules, appendices and other attachments thereto and amendments, modifications or supplements thereto), certified by a financial officer of the Borrower as complete and correct as of the Funding Date. The Ensign Acquisition shall have been consummated, or will be consummated substantially concurrently with the funding of the Loans on the Funding Date, in accordance with the terms of the Ensign Acquisition Agreement. The Ensign Acquisition Agreement shall not have been amended, supplemented or modified in any respect, or any provision or condition therein waived, or any consent granted thereunder (directly or indirectly), by the Borrower or any of its Subsidiaries, if such amendment, supplementation, modification, waiver or consent would be materially adverse to the interests of the Lenders (in favor their capacities as such) without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (i)(A) any amendment, supplement, modification, waiver or consent that results in a cumulative increase in the consideration payable under the Ensign Acquisition Agreement in excess of each Lender requesting a Note an amount equal to (if any); x) 10% of the unadjusted purchase price under the Ensign Acquisition Agreement as in effect on the Signing Date less (y) the aggregate amount of increases described in clause (ii) a certificate below (but, in any event, such amount not to be less than zero) shall, unless such increase is funded by the issuance and sale of the Secretary or an Assistant Secretary common equity of the Borrower, [[5952619]] be materially adverse to the interests of the Lenders and (B) any amendment, supplement, modification, waiver or consent that results in a cumulative reduction in the consideration payable under the Ensign Acquisition Agreement in excess of an amount equal to (x) 10% of the unadjusted purchase price under the Ensign Acquisition Agreement as in effect on the Signing Date less (y) the aggregate amount of decreases described in clause (ii) below (but, in any event, such amount not to be less than zero) shall be materially adverse to the interests of the Lenders (and any amendment, supplement, modification, waiver or consent that results in a cumulative reduction not in excess of such amount shall be deemed not to be materially adverse to the interests of the Lenders only so long as the commitments in respect of the Bridge Facility are reduced (until such commitments are reduced to zero) on a dollar-for-dollar basis) and (ii) any purchase price increases or reductions effected in accordance with Section 3.4 of the Ensign Acquisition Agreement as in effect on the Signing Date (but, for avoidance of doubt, excluding any such adjustment referred to in clause (ix) of either Section 3.4(a) or 3.4(b) thereof as being “otherwise agreed upon in writing by the Parties”) shall not be deemed to be an amendment, supplement, modification, waiver or consent for purposes of this Section 3.02(a) and shall be permitted without the consent of the Administrative Agent or the Lenders so long as, after giving effect thereto, the condition set forth in Section 9.2(f) of the Ensign Acquisition Agreement would be satisfied, provided that commitments in respect of the Bridge Facility shall be reduced (until such commitments are reduced to zero) on a dollar-for-dollar basis by the net amount of the reduction, if any, effected in accordance with Section 3.4 of the Ensign Acquisition Agreement). (b) The Administrative Agent shall have received a customary certificate, dated the Funding Date and signed by a financial officer of the Borrower, certifying that, as of the Funding Date, certifying names the conditions set forth in paragraph (a) (other than the first sentence thereof) and true signatures paragraph (c) of officers of the Borrower authorized to execute and deliver this Agreement and the Notes and the other documents to be delivered hereunder from time to time, and attaching and certifying (A) the resolutions of the Board of Directors of the Borrower approving this Agreement, the Notes and all documents evidencing other necessary corporate action with respect to this Agreement and the Notes and (B) the certificate of incorporation and bylaws of the Borrower and attaching a certificate of good standing with respect to the Borrower dated within 30 days of the Funding Date (or such longer period as agreed to by the Administrative Agent in its sole discretion), such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower;Section 3.02 have been satisfied. (iiic) a customary opinion At the time of Xxxxxx, Xxxx & Xxxxxxxx LLP, special U.S. counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; and (iv) a certificate signed by a Responsible Officer of the Borrower, dated the Funding Date, certifying (A) no Default exists on the Funding Date after giving effect to the funding borrowing and application of the Loans on the Funding Date, (i) there shall not exist any Event of Default under Section 6.01(a), 6.01(f) or 6.01(g), (ii) the Ensign Acquisition Agreement Representations shall be true and the use of proceeds thereof correct and (Biii) that the representations and warranties of the Borrower contained in Article V are Specified Representations shall be true and correct in all material respects (except to the extent that such representations and warranties are unless already qualified by materialitymateriality or “material adverse effect”, in which case they shall be certified as true and correct in all respects). (d) on and as The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit D, dated the Funding Date after giving effect to and executed by the funding chief financial officer of the Loans and the use of proceeds thereofBorrower. (be) Any fees required to be paid by the Borrower to the Arranger, the The Administrative Agent and the Lenders pursuant to the Fee Letter on or before the Funding Date shall have been paidreceived a Notice of Borrowing in accordance with Section 2.02. (cf) The Borrower shall have paid (subject paid, on or prior to such limitations as shall have been agreed between the Administrative Agent and the Borrower) Funding Date, all fees, charges expenses and disbursements of counsel other amounts payable by it on or prior to the Administrative Agent (directly to such counsel if requested by Funding Date under this Agreement, the Administrative Agent) to the extent such amounts are required to be paid pursuant to the Engagement Commitment Letter and the Fee Letters (in the case of expenses and other amounts, solely to the extent invoiced at least three two Business Days prior to the Funding Date). [[5952619]] The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Funding Date, and such notice shall be conclusive and binding on all parties hereto. For the avoidance of doubt, the conditions precedent set forth in this Section 3.02 shall not be conditions to the delivery of any Lender’s Pre-Funded Amount on the Pre-Funding Date in accordance with Section 2.05(c), but shall be conditions precedent to the Administrative Agent making the Pre-Funded Amounts available to the Borrower.

Conditions to Funding Date. The obligation of each Lender the Lenders to make a Loan the Loans hereunder shall be is subject to the occurrence satisfaction of the Closing Date and the satisfaction such of the following conditions precedent: (a) The Administrative Agent’s receipt of the following: (i) Notes executed by the Borrower in favor of each Lender requesting a Note (if any); (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Funding Date, certifying names and true signatures of officers of the Borrower authorized to execute and deliver this Agreement and the Notes and the other documents to be delivered hereunder from time to time, and attaching and certifying (A) the resolutions of the Board of Directors of the Borrower approving this Agreementcollectively, the Notes and all documents evidencing other necessary corporate action with respect “Funding Conditions”) on or prior to this Agreement and the Notes and (B) the certificate of incorporation and bylaws of the Borrower and attaching a certificate of good standing with respect to the Borrower dated within 30 days of the Funding Date (or such longer period as agreed to by the Administrative Agent shall not have been expressly waived in its sole discretion)accordance with Section 9.01, such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower; (iii) a customary opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special U.S. counsel to the Borrower, addressed with each delivery item set forth below in form and substance satisfactory to the Administrative Agent and each Lender, as to such matters concerning of the Borrower and the Loan Documents as the Administrative Agent may reasonably request; andLenders: (iva) a certificate signed by a Responsible Officer of either (i) the Borrower, dated the Funding Date, certifying (A) no Default exists on the Funding Date after giving effect to Merger shall be consummated substantially simultaneously with the funding of the Loans on the Funding Date in accordance in all material respects with the Merger Agreement, as the same may be amended, waived, supplemented or otherwise modified from time to time, except in any manner materially adverse to the Lenders or the Arrangers unless consented to in writing by the Lead Arranger (such consent not to be unreasonably withheld, conditioned or delayed), provided that (x) any decrease in the Special Distribution of up to ten percent (10%) shall not be materially adverse to the interests of the Lenders or the Arrangers so long as an amount equal to any decrease (including without limitation any decrease of less than 10%) is allocated to reduce the Loans on a dollar-for-dollar basis, (y) any increase in the Special Distribution shall not be materially adverse to the Lenders or the Arrangers so long as such increase is funded with additional equity contributions, and (z) any modification, amendment, consent or waiver to the definition of HR Material Adverse Effect (as defined in the Merger Agreement in effect on the date of the Commitment Letter) shall be deemed to be materially adverse to the interests of the Lenders and the use Arrangers, or (ii) a Responsible Officer of proceeds thereof and (B) Parent shall certify to the Administrative Agent that the representations and warranties Merger is expected to be consummated in accordance with the Merger Agreement within two Business Days following the Funding Date; (b) since the date of the Borrower contained Merger Agreement, there shall not have occurred any HR Material Adverse Effect; (c) the Administrative Agent shall have received duly executed Notes for the account of each Lender that requests Notes; (d) the Administrative Agent shall have received a solvency certificate from the chief financial officer of Parent in Article V are the form attached hereto as Schedule 4.02; (e) at the time of and upon giving effect to the effectiveness of the Facility and the borrowing and application of Loans thereunder on the Funding Date, and giving pro forma effect to the consummation of the Merger (including the Special Distribution), the Specified Representations shall be true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materialitymateriality or material adverse effect, in which case they shall be certified as true and correct in all respects); (f) at the time of and upon giving effect to the effectiveness of the Facility and the borrowing and application of Loans thereunder on the Funding Date, and giving pro forma effect to the consummation of the Merger (including the Special Distribution), the HR Merger Agreement Representations shall be true and correct in all respects as of the Funding Date after giving effect to the funding of the Loans and the use of proceeds thereof.Date; (bg) Any fees required to be paid by the Borrower to the Arranger, the Administrative Agent and the Lenders pursuant to the Fee Letter shall have been paid all fees due and payable on or before the Funding Date shall have been paid.in connection herewith (including fees and expenses of counsel); (ch) The there shall not exist any Event of Acceleration; (i) Parent, the Borrower shall or any Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall, collectively, have paid (subject to such limitations as shall have been agreed between the Administrative Agent and the Borrower) all fees, charges and disbursements of counsel delivered to the Administrative Agent (directly Agent, and any Lender requesting the same, one Beneficial Ownership Certification in relation to Parent, the Borrower or each such counsel if requested by the Administrative Agent) to the extent such amounts are required to be paid pursuant to the Engagement Letter and to the extent invoiced Subsidiary, in each case, at least three five (5) Business Days prior to the Funding Date; (j) the Borrower and each other Credit Party shall have provided, at least five (5) Business Days prior to the Funding Date, all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act, to the extent requested in writing of the Borrower at least ten (10) days prior to the Funding Date; and (k) the Borrower shall have delivered a Borrowing Request to the Administrative Agent.

Conditions to Funding Date. The obligation of each Lender to make a honor the Loan hereunder shall be Notice requesting the Loans on the Funding Date is subject to the occurrence of the Closing Date and the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following: (i) Notes executed by the Borrower in favor of each Lender requesting a Note (if any); (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Funding Date, certifying names and true signatures of officers of the Borrower authorized to execute and deliver this Lion Acquisition Agreement Representations and the Notes and the other documents to Specified Representations shall be delivered hereunder from time to time, and attaching and certifying (A) the resolutions of the Board of Directors of the Borrower approving this Agreement, the Notes and all documents evidencing other necessary corporate action with respect to this Agreement and the Notes and (B) the certificate of incorporation and bylaws of the Borrower and attaching a certificate of good standing with respect to the Borrower dated within 30 days of the Funding Date (or such longer period as agreed to by the Administrative Agent in its sole discretion), such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower; (iii) a customary opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special U.S. counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; and (iv) a certificate signed by a Responsible Officer of the Borrower, dated the Funding Date, certifying (A) no Default exists on the Funding Date after giving effect to the funding of the Loans and the use of proceeds thereof and (B) that the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be certified as true and correct in all respects) on and as of the Funding Date after giving effect to or, in the funding case of the Loans and Lion Acquisition Agreement Representations, such other date specified in the use of proceeds thereofLion Acquisition Agreement. (b) Any The Administrative Agent shall have received (i) a Loan Notice in accordance with the requirements hereof requesting the Loans on the Funding Date; and (ii) a closing certificate executed by a Responsible Officer of the Borrower as of or about the Funding Date, certifying as to (x) the charter, bylaws or other applicable organizational documents of the Borrower and (y) (a) the resolutions or other corporate action of the Borrower authorizing the execution and performance of, and (b) the incumbency and specimen signature of each officer of the Borrower executing this Agreement and the other Loan Documents to which the Borrower is a party, or, if reasonably acceptable to the Administrative Agent, a certification by a Responsible Officer that such documents in these clauses (x) and (y) delivered in connection with the certificate set forth in Section 4.01(a)(iii) remain in full force and effect and have not been amended, modified, revoked or rescinded since the Closing Date, as applicable; (c) The Lion Acquisition shall have been, or shall concurrently with the Borrowing be, consummated in accordance with the terms of the Lion Acquisition Agreement, without giving effect to any alteration, amendment, change, supplement, waiver or consent thereto or thereunder that is materially adverse to the Lenders and the Arrangers, unless consented to by the Lead Arrangers. (d) The Lead Arrangers shall have received the Specified Financial Statements (it being understood and agreed that the Borrower’s and the Acquired Company’s public filing of any financial statements set forth in clauses (a) and (b) of the definition thereof with the SEC shall satisfy the requirements of this clause (d) with respect thereto) (it being understood and agreed that the Lead Arrangers will make available such Specified Financial Statements to the Lenders in accordance with the final paragraph of Section 6.02). (e) (x) All fees required to be paid to the Administrative Agent, the Arrangers and the Lenders by the Borrower on or before the Lion Acquisition Closing Date in connection with the Lion Transactions shall have been paid, including to MLPFS, for the account of each Lender, (i) the Commitment Fee and (ii) a mutually agreed upfront fee equal to the Arrangernumber of basis points on such Lender’s Commitments as was paid on the Closing Date (but, in the case of such upfront fee payable pursuant to this clause (x), multiplied by the principal amount of the Loan funded by such Lender on the Funding Date), in each case as of the Funding Date and (y) all expenses required to be paid or reimbursed to the Administrative Agent and the Lenders pursuant Arrangers shall have been paid or reimbursed to the Fee Letter extent, in the case of this subclause (y), invoiced at least two (2) Business Days in advance of the Lion Acquisition Closing Date. (f) The Lead Arrangers shall have received satisfactory evidence of the consummation of the Contributions (or, in lieu thereof, a cash contribution of at least the same amount by the Borrower), the making of the Mirror Loan, the issuance of the Mirror Note, the distribution of the Intercompany Note, the effectiveness of the Lion Notes Guarantee and the consummation of the Refinancing. (g) Since March 31, 2013, there shall have been no Acquired Company Material Adverse Effect. (h) The Closing Date shall have occurred. (i) The Funding Date shall have occurred on or before the Funding Date Outside Date. The Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (c), (f) and (g) have been paidsatisfied on and as of the date of the Borrowing. (c) The Borrower shall have paid (subject to such limitations as shall have been agreed between the Administrative Agent and the Borrower) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent such amounts are required to be paid pursuant to the Engagement Letter and to the extent invoiced at least three Business Days prior to the Funding Date.

Conditions to Funding Date. The obligation occurrence of each Lender to make a Loan hereunder shall be the Funding Date is subject to the occurrence of the Closing Effective Date and the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt Agent shall have received the following, each of which shall be an original or facsimile (followed promptly by an original) unless otherwise specified, each properly executed by a Responsible Officer of the followingsigning Loan Party (if a Loan Document), each dated the Funding Date (or, in the case of certificates of governmental officials, a recent date before the Funding Date) and each in form and substance satisfactory to Administrative Agent and its legal counsel: (i) counterparts executed by the Loan Parties of the Guaranty and with respect to each Collateral Property the Environmental Indemnity and the applicable Collateral Documents (other than the Account Pledges and Interest Rate Cap Documentation), in each case, sufficient in number for distribution to Administrative Agent, each Lender, and Borrowers; (ii) Notes executed by the Borrower Borrowers in favor of each Lender requesting a Note (if any); (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Funding Date, certifying names and true signatures of officers of the Borrower authorized to execute and deliver this Agreement and the Notes and the other documents to be delivered hereunder from time to time, and attaching and certifying (A) the resolutions of the Board of Directors of the Borrower approving this Agreement, the Notes and all documents evidencing other necessary corporate action with respect to this Agreement and the Notes and (B) the certificate of incorporation and bylaws of the Borrower and attaching a certificate of good standing with respect to the Borrower dated within 30 days of the Funding Date (or such longer period as agreed to by the Administrative Agent in its sole discretion), such certificate to be issued by the appropriate officer of the jurisdiction of organization of the BorrowerNote; (iii) [Intentionally Deleted] (iv) a customary favorable opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special U.S. one or more firms counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and each Lender, and such local counsel opinions as Administrative Agent shall request, in each case as to such matters concerning the Borrower Loan Parties and the Loan Documents as Administrative Agent may reasonably request; (v) (A) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and (B) a Flood Insurance Policy for each Collateral Property in an amount required by Administrative Agent, but in no event less than the amount sufficient to meet the requirements of applicable law and the Flood Insurance Acts, or evidence satisfactory to Administrative Agent that none of such Collateral Property is located in a flood hazard area and appropriate flood certificates acceptable to Administrative Agent; (vi) executed, acknowledged, and/or sworn to, as required, counterparts of a Mortgage and Assignment of Leases and Rents for each Collateral Property, which shall have been delivered to the Title Company and released for recordation in the official records of the city or county in which such Collateral Property is located, and UCC-1 financing statements which shall have been furnished for filing in all filing offices that Administrative Agent may require; (vii) Title Insurance Commitments for all Collateral Properties and Title Policies for all Collateral Properties, together with evidence of payment of applicable premiums, fees, all applicable mortgage taxes and other charges required for recording of the Mortgages and issuance of the Title Policies. No Borrower and none of Borrowers’ counsel shall have any interest, direct or indirect, in the Title Company (or its agent) or any portion of the premium paid for the title insurance; (viii) with respect to each Collateral Property: (A) true and correct copies of each Major Lease, Operating Lease and Ground Lease (if applicable), and (if applicable) any guarantees thereof; (B) an estoppel certificate from Ground Lessor in form and substance satisfactory to Administrative Agent and estoppel certificates and subordination and attornment agreements (including nondisturbance agreements if and to the extent required by Administrative Agent in its discretion), dated within thirty (30) days prior to this Agreement and in form and content satisfactory to Administrative Agent, from the tenants and subtenants under Major Leases as Administrative Agent reasonably requires; (C) copies of all material personal property leases; and (D) copies of all material operating and service agreements, and if reasonably requested by Administrative Agent estoppel and recognition agreements relating thereto; (ix) (A) evidence that immediately prior to the Funding Date and as of the time the Mortgages will be filed for record, except for Permitted Liens; (1) no contract, or memorandum thereof, for construction, design, surveying, or any other service relating to any Collateral Property has been filed for record in the county where each Collateral Property is located; and (2) no mechanic’s or materialman’s Lien claim or notice, lis pendens, judgment, or other claim or encumbrance against such Collateral Property has been filed for record in the county where such Collateral Property is located or in any other public record which by Law provides notice of claims or encumbrances regarding such Collateral Property; (B) a certificate or certificates of a reporting service acceptable to Administrative Agent, reflecting the results of searches made not earlier than forty-five (45) days prior to the date of this Agreement, (1) of the central and local Uniform Commercial Code records, showing no filings against any of the collateral for the Obligations or against Borrowers otherwise except as consented to by Administrative Agent; and (2) if required by Administrative Agent, of the appropriate judgment and tax Lien records, showing no outstanding judgment or tax Lien against Borrowers; (x) to the extent reasonably deemed necessary by Administrative Agent, an executed REA notice or estoppel letter from each party to any REA for any applicable Collateral Property; (xi) a true and correct copy of (A) form of a “comfort letter” for each Franchise Agreement in form and substance satisfactory to Administrative Agent and Franchisor and (B) a fully executed Manager’s Consent and Subordination of Management Agreement relating to each Management Agreement; (xii) unless otherwise agreed or approved by Administrative Agent, (A) two (2) prints of an original survey (a “Survey”) of each Collateral Property and improvements thereon dated not more than sixty (60) days prior to the Effective Date (or dated such earlier date, if any, as is satisfactory to Administrative Agent and the Title Company, but in any event not more than one hundred eighty (180) days prior to the Effective Date) and otherwise complying with Exhibit H to the extent required by Administrative Agent and the Title Company; (xiii) Environmental Reports that reflect that no portion of any Collateral Property is “wetlands” under any applicable Law. Environmental Reports reflecting that no Collateral Property contains nor is within or near any area designated as a hazardous waste site by any Governmental Authority, and that no Collateral Property contains any Hazardous Material under any Law pertaining to health or the environment (except as permitted by Section 6.37); (A) Surveys that reflect that each Collateral Property abuts and has direct (or indirect, via a currently effective private easement which will be encumbered by the applicable Mortgage) access to one or more public streets; (B) zoning reports and Physical Condition Reports that do not reflect any present material violation of any applicable zoning ordinances, restrictive covenants, and Laws affecting each Collateral Property; and (C) to the extent commercially available, evidence of compliance by Borrowers and each Collateral Property, and any proposed construction, use and occupancy of the Improvements, with such other applicable Laws as Administrative Agent may reasonably request; and (iv) a certificate signed by a Responsible Officer of the Borrower, dated the Funding Date, certifying with such exceptions from subclauses (A) no Default exists through (C) as previously disclosed in writing to and accepted by Administrative Agent; (xv) [Intentionally Deleted] (xvi) such payoff letters in respect of the repayment of any Indebtedness outstanding on the Funding Date after giving effect not permitted pursuant to the funding Section 8.01 and evidence of the Loans and the use releases of proceeds thereof and (B) that the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be certified as true and correct in all respects) Liens outstanding on and as of the Funding Date after giving effect and not permitted pursuant to Section 8.03; and (xvii) such other assurances, officer’s certificates, other certificates, documents, consents, or opinions as Administrative Agent or the funding of the Loans and the use of proceeds thereofRequired Lenders reasonably may require. (b) Any fees required to be paid by the Borrower to the Arranger, the Administrative Agent and the Lenders pursuant to the Fee Letter on or before the Funding Date as provided in Section 2.06 shall have been paid. (c) The Borrower Borrowers shall have paid (subject to such limitations as shall have been agreed between the all attorney’s costs of Administrative Agent and the Borrower) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent such amounts are required to be paid pursuant to the Engagement Letter and to the extent invoiced at least three Business Days prior to or on the Funding Date, plus such additional amounts of attorney costs as shall constitute its reasonable estimate of such costs incurred or to be incurred or to be incurred by it through the closing proceeding (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrowers and Administrative Agent). (d) The representations and warranties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this clause (d), the representations and warranties contained in Section 6.10 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.10. (e) There shall not have occurred a material adverse change in the business, assets, properties, liabilities (actual or contingent), operations, conditions (financial or otherwise) or prospects of (i) Borrowers taken as a whole or (ii) Guarantors and their respective Subsidiaries taken as whole. (f) The absence of any condition, circumstance, action, suit, investigation or proceeding pending or, to the knowledge of Borrowers or Guarantors, threatened in any court or before any arbitrator or governmental authority that would reasonably be expected to have a Material Adverse Effect. (g) Borrowers shall have delivered to Administrative Agent a written Committed Loan Notice in accordance with Section 2.02. (h) No Default or Event of Default shall exist, or would result from the making of Loans on and as of the Funding Date. (i) Administrative Agent shall have received a certificate of a Responsible Officer of Borrowers, dated as of the Funding Date and in form and substance reasonably satisfactory to Administrative Agent, including: (A) such certificates of resolutions or other action, incumbency certificates, and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may require evidencing the identity, authority, and capacity of each Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (B) a certificate of a Responsible Officer of each Loan Party, dated as of the Funding Date, either (A) attaching copies of all consents, licenses, and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is party, and such consents, licenses, and approvals shall be in full force and effect, or (B) stating that no such consents, licenses, or approvals are so required; (C) a completed and executed certificate of a Responsible Officer of each Borrower, dated as of the Funding Date, (A) providing calculations of the Loan to Value Ratios and Debt Yield, which calculations shall show a Debt Yield of at least 11% and (B) stating that all of the conditions precedent set forth in Section 5.01 remain satisfied as of the Funding Date and that the facts and circumstances that were the basis for the satisfaction of such conditions precedent have not changed; and (D) as to the matters set forth Sections 5.02(d), (e), (f), (g) and (h) above.

Conditions to Funding Date. The No Lender shall have an obligation of each Lender to make a any Loan hereunder shall be subject to the occurrence of the Closing Date and the satisfaction until each of the following conditions precedent:has been satisfied (or waived in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following:Closing Date shall have occurred. (ib) Notes executed by the Borrower in favor of each Lender requesting a Note (if any); (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Funding Date, certifying names and true signatures of officers of the Borrower authorized to execute and deliver this Agreement and the Notes and the other documents to be delivered hereunder from time to time, and attaching and certifying (A) the resolutions of the Board of Directors of the Borrower approving this Agreement, the Notes and all documents evidencing other necessary corporate action with respect to this Agreement and the Notes and (B) the certificate of incorporation and bylaws of the Borrower and attaching a certificate of good standing with respect to the Borrower dated within 30 days of the Funding Date (or such longer period as agreed to by the Administrative Agent in its sole discretion), such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower; (iii) a customary opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special U.S. counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; and (iv) a certificate signed by a Responsible Officer of the Borrower, dated the Funding Date, certifying (A) no Default exists on the Funding Date after giving effect to the funding of the Loans and the use of proceeds thereof and (B) that the The representations and warranties of (i) the Borrower contained in Article V are and (ii) the Borrower contained in each other Loan Document shall be true and correct in all material respects (except to the extent that any such representations representation and warranties are already warranty is otherwise qualified by materiality, in which case they such representation and warranty shall be certified as true and correct in all respects) on and as of the Funding Date after giving effect date of the Borrowing (as set forth in a Committed Loan Notice), except to the funding extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (c) No Default or Event of Default exists or would result from the Borrowing or the application of the Loans and the use of proceeds thereof. (bd) The Administrative Agent has received a Committed Loan Notice in accordance with Section 2.02 which sets forth a date for the Borrowing that is within the Availability Period. (e) Any fees required to be paid by the Borrower to the Arranger, the Administrative Agent hereunder and the Lenders pursuant to the Fee Letter on or before the Funding Date shall have been paid. (cf) The Unless waived by the Administrative Agent, the Borrower shall have paid (subject to such limitations as shall have been agreed between the Administrative Agent all reasonable and the Borrower) all fees, documented fees and out-of-pocket charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent such amounts are required to be paid pursuant to the Engagement Letter payable hereunder and to the extent invoiced at least three Business Days prior to the Funding Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Funding Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The Committed Loan Notice for the Borrowing shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(b) and (c) have been satisfied on and as of the requested date of the Borrowing (as set forth in a Committed Loan Notice).

Conditions to Funding Date. The obligation obligations of each Lender to make a any Loan hereunder shall requested to be made by it on the Funding Date are subject solely to the occurrence of the Closing Date and the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt representations and warranties of the following: Borrower and each other Loan Party (i) Notes executed which are contained in Article 7 (other than Section 7.14), or any other Loan Document shall be true and correct in all material respects on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, provided that in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the Borrower in favor of each Lender requesting a Note (if any);text thereof. (iib) a certificate No Default shall exist, or would result from such proposed Borrowing. (c) The Acquisition shall have been consummated, or will be consummated substantially concurrently with the funding of the Secretary or an Assistant Secretary of the Borrower, dated Loans on the Funding Date, certifying names and true signatures of officers in accordance with the terms of the Acquisition Agreement. The Acquisition Agreement shall not have been amended, supplemented or modified in any respect, or any provision or condition therein waived, or any consent granted thereunder, by the Borrower authorized or any of its Subsidiaries, if such amendment, supplementation, modification, waiver or consent would be materially adverse to execute and deliver this Agreement and the Notes and interests of the other documents Lenders (in their capacities as such) without the Administrative Agent’s prior written consent (such consent not to be delivered hereunder from time to timeunreasonably withheld, and attaching and certifying delayed or conditioned). (Ad) the resolutions of the Board of Directors of the Borrower approving this Agreement, the Notes and all documents evidencing other necessary corporate action with respect to this Agreement and the Notes and (B) the certificate of incorporation and bylaws of the Borrower and attaching a certificate of good standing with respect to the Borrower dated within 30 days of the Funding Date (or such longer period as agreed to by the The Administrative Agent in its sole discretion), such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower; (iii) a customary opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special U.S. counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; and (iv) shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the conditions set forth in Section 6.02(c) have been satisfied. (e) The Administrative Agent shall have received a Loan Notice submitted by the Borrower, dated which shall be deemed to be a representation and warranty that the Funding Date, certifying (Aconditions specified in Sections 6.02(a) no Default exists on the Funding Date after giving effect to the funding of the Loans and the use of proceeds thereof and (Bb) that the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (except to the extent that such representations and warranties are already qualified by materiality, in which case they shall be certified as true and correct in all respects) have been satisfied on and as of the Funding Date after giving effect to the funding date of the Loans and the use of proceeds thereofapplicable Borrowing. (b) Any fees required to be paid by the Borrower to the Arranger, the Administrative Agent and the Lenders pursuant to the Fee Letter on or before the Funding Date shall have been paid. (c) The Borrower shall have paid (subject to such limitations as shall have been agreed between the Administrative Agent and the Borrower) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent such amounts are required to be paid pursuant to the Engagement Letter and to the extent invoiced at least three Business Days prior to the Funding Date.

Conditions to Funding Date. The No Lender shall have an obligation of each Lender to make a any Loan hereunder shall be subject to the occurrence of the Closing Date and the satisfaction until each of the following conditions precedent:has been satisfied (or waived in accordance with Section 10.01): (a) The Administrative Agent’s Acquisition shall have been consummated in accordance with the terms and conditions of the Asset Purchase Agreement (as in effect on the date hereof, or as amended, supplemented or otherwise modified in a manner not materially adverse to the Lenders) (including receipt of all necessary approvals and satisfaction of all conditions precedent thereto, or the following:waiver of any conditions precedent for which the failure to satisfy such conditions are not reasonably expected to be adverse to the Lenders). (ib) Notes executed by the Borrower in favor of each Lender requesting a Note (if any);The Closing Date shall have occurred. (iic) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Funding Date, certifying names and true signatures of officers of the Borrower authorized to execute and deliver this Agreement and the Notes and the other documents to be delivered hereunder from time to time, and attaching and certifying (A) the resolutions of the Board of Directors of the Borrower approving this Agreement, the Notes and all documents evidencing other necessary corporate action with respect to this Agreement and the Notes and (B) the certificate of incorporation and bylaws of the Borrower and attaching a certificate of good standing with respect to the Borrower dated within 30 days of the Funding Date (or such longer period as agreed to by the Administrative Agent in its sole discretion), such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower; (iii) a customary opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special U.S. counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and the Loan Documents as the Administrative Agent may reasonably request; and (iv) a certificate signed by a Responsible Officer of the Borrower, dated the Funding Date, certifying (A) no Default exists on the Funding Date after giving effect to the funding of the Loans and the use of proceeds thereof and (B) that the The representations and warranties of (i) the Borrower contained in Article V are and (ii) the Borrower contained in each other Loan Document shall be true and correct in all material respects (except to the extent that any such representations representation and warranties are already warranty is otherwise qualified by materiality, in which case they such representation and warranty shall be certified as true and correct in all respects) on and as of the Funding Date after giving effect date of the Borrowing (as set forth in a Committed Loan Notice), except to the funding extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (d) No Default or Event of Default exists or would result from the Borrowing or the application of the Loans and the use of proceeds thereof. (be) The Administrative Agent has received a Committed Loan Notice in accordance with Section 2.02 which sets forth a date for the Borrowing that is within the Availability Period. (f) Any fees required to be paid by the Borrower to the Arranger, the Administrative Agent hereunder and the Lenders pursuant to the Fee Letter Letters on or before the Funding Date shall have been paid. (cg) The Unless waived by the Administrative Agent, the Borrower shall have paid (subject to such limitations as shall have been agreed between the Administrative Agent all reasonable and the Borrower) all fees, documented fees and out-of-pocket charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent such amounts are required to be paid pursuant to the Engagement Letter payable hereunder and to the extent invoiced at least three Business Days prior to the Funding Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Funding Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The Committed Loan Notice for the Borrowing shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(c) and (d) have been satisfied on and as of the requested date of the Borrowing (as set forth in a Committed Loan Notice).

Conditions to Funding Date. The obligation of each Lender to make a Loan hereunder Loans on the Funding Date (which date shall in no event be later than April 24, 2015, as such date may be extended in accordance with Section 9.1(a)(ii) of the Merger Agreement as in effect on the date hereof (the “Outside Date”)) is subject to the occurrence of the Closing Date and the satisfaction of the following conditions precedentconditions: (a) The Administrative Agent’s receipt Acquisition and the Transactions shall be consummated prior to or simultaneously with the Funding Date in accordance with the terms of the following: Merger Agreement without any amendment, waiver or other modification thereof that is material and adverse to the Lenders or the Lead Arranger without the Lead Arranger’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that (i) Notes executed by increases in purchase price if funded with common or other equity reasonably satisfactory to the Borrower in favor Lead Arranger shall not be deemed to be materially adverse to the interests of each Lender requesting a Note (if any); the Lenders or the Lead Arranger and shall not require the consent of the Lead Arranger, (ii) a certificate decreases in purchase price pursuant to any purchase price or similar adjustment provisions set forth in the Merger Agreement or any decrease of the Secretary purchase price applied to the Loans or an Assistant Secretary the term loans issued under the Revolving Credit and Term Loan Agreement (as determined by the Company) or pro rata between the Loans and the term loans issued under the Revolving Credit and Term Agreement, on the one hand (allocated between the two as determined by the Company) and the equity consideration, on the other hand, shall be deemed to be not materially adverse to the interests of the BorrowerLenders or the Lead Arranger and (iii) any amendment, dated waiver or other modification to Section 5.4 of the Merger Agreement or the definition of “Company Material Adverse Effect” in the Merger Agreement shall be deemed to be materially adverse to the interests of the Lenders and the Lead Arranger. (b) The Administrative Agent shall have received (a)(i) GAAP audited consolidated balance sheets and related statements of comprehensive income, and cash flows of the Company and (ii) GAAP audited consolidated balance sheets and related statements of operations and comprehensive income, and cash flows of Biomet, in each case for the last three fiscal years of the Company or Biomet (as the case may be) to have been completed at least 90 days prior to the Funding Date, certifying names and true signatures (b)(i) GAAP unaudited consolidated balance sheets and related statements of officers comprehensive income, and cash flows of the Borrower authorized to execute Company and deliver this Agreement (ii) GAAP unaudited consolidated balance sheets and the Notes related statements of operations and the other documents to be delivered hereunder from time to timecomprehensive income, and attaching and certifying (A) the resolutions cash flows of Biomet, in each case for each subsequent fiscal quarter of the Board of Directors of the Borrower approving this Agreement, the Notes and all documents evidencing other necessary corporate action with respect to this Agreement and the Notes and Company or Biomet (B) the certificate of incorporation and bylaws of the Borrower and attaching a certificate of good standing with respect to the Borrower dated within 30 days of the Funding Date (or such longer period as agreed to by the Administrative Agent in its sole discretion), such certificate to be issued by the appropriate officer of the jurisdiction of organization of the Borrower; (iii) a customary opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special U.S. counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to such matters concerning the Borrower and the Loan Documents as the Administrative Agent case may reasonably request; and (ivbe) a certificate signed by a Responsible Officer of the Borrower, dated ended at least 45 days before the Funding Date. The Administrative Agent hereby acknowledges receipt of all such information for all relevant periods ended on or prior to March 31, certifying 2014. (Ac) no Default exists The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of comprehensive income of the Company as of and for the twelve-month period ending on the Funding Date last day of the most recently completed four-fiscal quarter period for which financial statements have been delivered pursuant to paragraph (b) above, prepared after giving effect to the funding Transactions and the Acquisition as if the Transactions and the Acquisition had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements). (d) The Administrative Agent shall have received a certificate of the Loans Company in the form of Exhibit E hereto executed by its chief financial officer certifying that the Company and its subsidiaries, on a consolidated basis after giving effect to the Transactions and the use of proceeds thereof Acquisition, are Solvent. (e) The Merger Agreement Representations shall be true and (B) that correct, and the representations and warranties of the Borrower contained in Article V are Specified Representations shall be true and correct in all material respects (respects, in each case, on and as of the date of the Funding Date, except to the extent that such representations and warranties are already qualified by materialityexpressly relate to an earlier or later date, in which case they such representations and warranties shall be certified as true have been true, correct and correct complete (in the case of the Specified Representations, in all material respects) on and as of such earlier date, and the Administrative Agent shall have received a certificate signed by the President, a Vice President or a Financial Officer of the Company confirming the foregoing. (f) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03. (g) One or more investment banks reasonably satisfactory to the Lead Arranger (collectively, the “Investment Bank”) shall have been engaged to publicly sell or privately place the Notes, and the Lead Arranger and the Investment Bank each shall have received a complete printed preliminary prospectus or preliminary offering memorandum or preliminary private placement memorandum (collectively, an “Offering Document”) suitable for use in a customary “road show” relating to the Notes, which contains all financial statements and other data to be included therein (including all audited financial statements, all unaudited financial statements (which shall have been reviewed by the independent accountants for the Company and Biomet, as applicable, as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722) and all appropriate pro forma financial statements, in each case, required by, prepared in accordance with, or reconciled to, GAAP and prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended), and such other data (including selected financial data) that the SEC would require in a registered offering of the Notes or that would be necessary for the Investment Bank to receive customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering of the Notes and the Investment Bank shall have received a customary comfort letter (which shall provide “negative assurance” comfort), which may be in draft form if any such Notes are then proposed to be issued but have not yet been issued, from the independent accountants for the Company and Biomet (and any predecessor accountant or acquired company accountant to the extent financial statements of the Company and Biomet or any acquired company audited or reviewed by such accountants are or would be included in any Offering Document). (h) The Effective Date shall have occurred. (i) The Company shall have paid all fees, expenses and other amounts payable by it under the commitment letter related to the Commitments and the related fee letters on or prior to the Funding Date after giving effect to the funding of the Loans and the use of proceeds thereof. (b) Any fees required to be paid by the Borrower to the Arranger, the Administrative Agent and the Lenders pursuant to the Fee Letter on or before the Funding Date shall have been paid. (c) The Borrower shall have paid (subject to such limitations as shall have been agreed between the Administrative Agent and the Borrower) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent such amounts are required to be paid pursuant to the Engagement Letter and to the extent invoiced at least three one Business Days Day prior to the Funding Date.