Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution (as certified to the Administrative Agent by the Borrower (or the Servicer on behalf of the Borrower)): (i) each Substitute Loan satisfies the Eligibility Criteria on the date of substitution; (ii) after giving effect to any such substitution, the Availability Test, Interest Coverage Ratio Test, the Asset Coverage Ratio Test and each Collateral Quality Test is satisfied; (iii) 100% of the proceeds from the sale of the Loan(s) to be replaced in connection with such substitution are either applied by the Borrower to acquire the Substitute Loan(s) or deposited in the Collection Account; (iv) no Default or Event of Default has occurred and is continuing (before or after giving effect to such substitution); (v) there is no adverse selection, impacting the interest of the Secured Parties, by the Borrower or Servicer with regard to such Collateral Loans to be substituted or the Substitute Loans; (vi) the Borrower and, if the Servicer is an Affiliate of the Borrower or the Originator, the Servicer (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase); (vii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian, pursuant to the terms of the Custodial Agreement, the Loan Documents for any Substitute Loans; - 93- 34881204v6 110062879
Appears in 1 contract
Conditions to Substitution. No substitution of a Collateral Loan with a Substitute Loan shall occur unless each of the following conditions is satisfied as of the date of such substitution (as certified to the Administrative Agent Agents by the Borrower (or the Servicer Collateral Manager on behalf of the Borrower)): (i) each Substitute Loan satisfies the Eligibility Criteria eligibility criteria set forth in the definition of an Eligible Loan on the date of substitution; (ii) after giving effect to any such substitution, the Availability Testeach Coverage Test is satisfied (or if any such Coverage Test is not satisfied, Interest Coverage Ratio Test, the Asset Coverage Ratio Test such test is maintained or improved after giving effect to such substitution) and each Collateral Portfolio Quality Test is satisfied (or if any Portfolio Quality Test is not satisfied, such test is maintained or improved after giving effect to such substitution); (iii) 100% of the proceeds from the sale of the Collateral Loan(s) to be replaced in connection with such substitution Substitute Loan are either applied by the Borrower to acquire the Substitute Loan(s) or deposited in the Principal Collection AccountSubaccount; (iv) no Default or Event of Default has occurred and is continuing (before or after giving effect to such substitution); (v) there is no adverse selection, impacting the interest of the Secured Parties, by the Borrower or Servicer Collateral Manager with regard to such Collateral Loans to be substituted or the Substitute Loans; (vi) the Borrower and, if the Servicer Collateral Manager is the initial Collateral Manager or an Affiliate of the Borrower or the OriginatorBDC, the Servicer Collateral Manager (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent and the Collateral Agent in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Collateral Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase); (vii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian, pursuant to Document Custodian the terms of the Custodial Agreement, the Loan Related Documents for any Substitute Loans; - 93- 34881204v6 110062879(viii) upon confirmation of the delivery of a Substitute Loan for each applicable Collateral Loan being substituted for, each applicable Collateral Loan being substituted for shall be removed from the Collateral and the applicable Substitute Loan(s) shall be included in the Collateral; (ix) the Concentration Limitations are satisfied (or if there is any Excess
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Conditions to Substitution. No substitution of a Collateral Loan with a On the Substitution Date, the Substitute Loan shall occur unless each Property will become the Leased Property hereunder upon delivery by Lessee to Lessor of the following conditions is satisfied as of the date of such substitution items in form and substance reasonably satisfactory to Lessor: (as certified to the Administrative Agent by the Borrower (or the Servicer on behalf of the Borrower)): a) an Officer's Certificate representing, warranting and certifying that (i) each the Substitute Loan satisfies Property has been accepted by Lessee for all purposes of this Lease and there has been no material damage to the Eligibility Criteria improvements located on the date of substitutionSubstitute Property nor is any condemnation or eminent domain proceeding pending with respect thereto; (ii) after giving effect all permits, licenses and certificates (including a permanent, unconditional certificate of occupancy and, to any such substitutionthe extent permitted by law, all certificates of need and licenses) which are necessary to permit the Availability Test, Interest Coverage Ratio Test, use of the Asset Coverage Ratio Test Substitute Property in accordance with the provisions of this Lease have been obtained and each Collateral Quality Test is satisfiedare in full force and effect; (iii) 100% of the proceeds from the sale of the Loan(s) to be replaced in connection with such substitution are either applied by the Borrower to acquire under applicable zoning and use laws, ordinances, rules and regulations the Substitute Loan(s) or deposited in Property may be used for the Collection Accountpurposes contemplated by Lessee and all necessary subdivision approvals have been obtained; (iv) there are no Default mechanic' s or Event materialmen's liens outstanding or threatened to the knowledge of Default has occurred and is continuing (before Lessee against the Substitute Property arising out of or after giving effect in connection with the construction of the improvements thereon, other than those being contested by Lessee pursuant to such substitution)Article 11; (v) there any mechanic's or materialmen's liens being contested by Lessee will be promptly paid by Lessee if such contest is no adverse selection, impacting the interest resolved in favor of the Secured Parties, by the Borrower mechanic or Servicer with regard to such Collateral Loans to be substituted or the Substitute Loansmaterialman; (vi) to the Borrower andbest knowledge of Lessee, if the Servicer is an Affiliate there exists no Event of the Borrower Default under this Lease, and no defense, offset or the Originator, the Servicer (on behalf of the Borrower) shall agree claim exists with respect to pay the legal fees any sums to be paid by Lessee hereunder; and expenses of the Administrative Agent in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase); (vii) the Borrower shall notify the Administrative Agent of any amount exceptions to be deposited into the Collection Account in connection with any such substitution and shall deliver Lessor's title to the Custodian, pursuant to Substitute Property do not materially interfere with the terms intended use of the Custodial Agreement, the Loan Documents for any Substitute LoansProperty by Lessee; - 93- 34881204v6 11006287930
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
Conditions to Substitution. No substitution On the Substitution Date, the Substitute ---------------------------- Property will become a part of a Collateral Loan with a Substitute Loan shall occur unless each the Leased Property hereunder upon delivery by Lessee to Lessor of the following conditions is satisfied as of the date of such substitution items in form and substance reasonably satisfactory to Lessor: (as certified to the Administrative Agent by the Borrower (or the Servicer on behalf of the Borrower)): yy) an Officer's Certificate representing, warranting and certifying that (i) each the Substitute Loan satisfies Property has been accepted by Lessee for all purposes of this Lease and there has been no material damage to the Eligibility Criteria improvements located on the date of substitutionSubstitute Property nor is any condemnation or eminent domain proceeding pending with respect thereto; (ii) after giving effect all permits, licenses and certificates (including a permanent, unconditional certificate of occupancy and, to any such substitutionthe extent permitted by law, all certificates of need and licenses) which are necessary to permit the Availability Test, Interest Coverage Ratio Test, use of the Asset Coverage Ratio Test Substitute Property in accordance with the provisions of this Lease have been obtained and each Collateral Quality Test is satisfiedare in full force and effect; (iii) 100% of the proceeds from the sale of the Loan(s) to be replaced in connection with such substitution are either applied by the Borrower to acquire under applicable zoning and use laws, ordinances, rules and regulations the Substitute Loan(s) or deposited in Property may be used for the Collection Accountpurposes contemplated by Lessee and all necessary subdivision approvals have been obtained; (iv) there are no Default mechanic's or Event materialmen's liens outstanding or threatened to the knowledge of Default has occurred and is continuing (before Lessee against the Substitute Property arising out of or after giving effect in connection with the construction of the improvements thereon, other than those being contested by Lessee pursuant to such substitution)Article 11; (v) there any mechanic's or materialmen's liens being contested by Lessee will be promptly paid by Lessee if such contest is no adverse selection, impacting the interest resolved in favor of the Secured Parties, by the Borrower mechanic or Servicer with regard to such Collateral Loans to be substituted or the Substitute Loansmaterialman; (vi) to the Borrower andbest knowledge of Lessee, there exists no Event of Default under this Lease, and no defense, offset or claim exists with respect to any sums to be paid by Lessee hereunder; and (vii) any exceptions to Lessor's title to the Substitute Property do not materially interfere with the intended use of the Substitute Property by Lessee; (zz) a special warranty deed with warranties against claims arising under Lessee conveying to Lessor title to the Substitute Property free and clear of any liens and encumbrances except those approved in writing or assumed by Lessor; (aaa) an amendment to this Lease duly executed, acknowledged and delivered by Lessee, setting forth (i) the legal description of the Land related to the Substitute Property, (ii) the Project Amount and the Minimum Rent allocated to such Substitute Property and (iii) such other changes as may be necessary or appropriate under the circumstances; (bbb) a standard owner's or lessee's (as applicable) policy of title insurance covering the Substitute Property (or a valid, binding, unconditional commitment therefor), dated the Substitution Date, in current form and including mechanics' and materialmen's lien coverage, if available in the Servicer State in which the Substitute Property is located issued to Lessor by a title insurance company reasonably satisfactory to Lessor. Such policy shall (i) insure (A) Lessor's fee title to the Substitute Property, subject to no liens or encumbrances except those approved or assumed by Lessor, and (B) that any restrictions affecting the Substitute Property have not been violated and that a further violation thereof will not result in a forfeiture or reversion of title, (ii) be in an Affiliate amount at least equal to the Fair Market Value of the Borrower Substitute Property, and (iii) contain such endorsements as may be reasonably requested by Lessor if available in the State in which the Substitute Property is located; (ccc) certificates of insurance with respect to the Substitute Property fulfilling the requirements of Article 12; (ddd) current appraisals or other evidence satisfactory to Lessor, in its sole discretion, as to the current Fair Market Values of such Substitute Property; (eee) all available revenue data relating to the Substitute Property for the period from the date of opening for business of the Substitute Property to the date of Lessee's most recent Fiscal-Year end, or for the most recent three years or the Originator, the Servicer (on behalf period of Lessee's ownership or operation of the BorrowerSubstitute Property, whichever is less; and (fff) shall agree to pay the legal fees such other certificates, documents, opinions of counsel (which may be in-house counsel), and expenses of the Administrative Agent in connection with any such substitution (other instruments or information as may be reasonably required by Lessor, including, but not limited toto ALTA/ACSM land surveys, expenses incurred in connection with the release of the Lien of the Administrative Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase); (vii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution engineering studies and shall deliver to the Custodian, pursuant to the terms of the Custodial Agreement, the Loan Documents for any Substitute Loans; - 93- 34881204v6 110062879environmental assessments. 64.1
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
Conditions to Substitution. No Without limiting the foregoing, as conditions precedent to the consummation of any proposed substitution: (a) as of the applicable Substitution Date, no Event of Default shall have occurred under the Lease (excluding any Event of Default which has been waived, in writing, by Lessor), nor any event which with the giving of notice or the passage of time or both would constitute such an Event of Default; (b) Lessor shall have received engineering and inspection reports relating to the assisted living facility identified by Lessee in the applicable Substitution Notice (referred to herein as a "Proposed Facility"), reasonably satisfactory in all respects to Lessor; (c) Lessee shall have delivered to Lessor (i) an MAI appraisal of the Proposed Facility (prepared by an appraiser selected by Lessee and approved by Lessor), in form and substance reasonably satisfactory to Lessor and (ii) an instrument survey of the premises upon which the Proposed Facility is located acceptable to Lessor and the title insurance company providing insurance with respect to the Proposed Facility; (d) Lessor shall be satisfied as to compliance of Lessee, the Proposed Facility, the owner of the Proposed Facility (to the extent such owner is not Lessee as provided in subsection (I) below) and/or the proposed substitution, as the case may be, with (i) all applicable land use, zoning, subdivision and environmental laws and regulations, (ii) all applicable assisted living licensure laws and regulations and (iii) such other matters as Lessor reasonably deems relevant (including, without limitation, whether the conveyance of the property to Lessor in connection with the proposed substitution may be avoided under the Bankruptcy Code); (e) Lessee shall have delivered to Lessor a valid and binding owner's or lessee's (as applicable) title insurance commitment issued by a title insurer reasonably acceptable to Lessor (the "Title Company"), in an amount equal to the Fair Market Value of the Proposed Facility, with such endorsements and affirmative coverages, and in such form, as Lessor may reasonably require insuring Lessor's fee title or leasehold title to the Proposed Facility, subject to no Liens except those approved or assumed by Lessor and arrangements satisfactory to Lessor shall have been made for the issuance of a title insurance policy on the Substitution Date in accordance with such title insurance commitment; . Lessee shall have delivered an environmental site assessment report relating to the Proposed Facility, in form and substance reasonably acceptable to Lessor and prepared by an environmental consultant reasonably acceptable to Lessor; (g) Lessor shall have obtained, at Lessee's cost, an opinion of Lessor's counsel, in form and substance acceptable to Lessor, confirming that (i) the substitution of the Proposed Facility for the Leased Property will qualify as an exchange solely of property of a Collateral Loan like-kind under Section 1031 of the Code, in which, generally, except for "boot" such as cash needed to 109 equalize exchange values or. discharge indebtedness, no gain or loss is recognized to Lessor, (ii) the substitution or sale will not result in ordinary recapture income to Lessor pursuant to Code Section 1250(d)(4) or any other Code provision, (iii) the substitution or sale will result in income, if any, to Lessor of a type described in Code Section 856(c)(2) or (3) and will not result in income of the types described in Code Section 856(c)(4) or result in the tax imposed under Code Section 857(b)(6) and (iv) the substitution or sale, together with all other substitutions and sales made or requested by Lessee or any Affiliate of Lessee or of any Guarantor pursuant to any other leases with Lessor (or any of its Affiliates) or any other transfers of the Leased Property or the properties leased under other such leases, during the relevant time period, will not jeopardize the qualification of Lessor as a real estate investment trust under Code Sections 856- 860; (h) Lessor shall have received opinions of Lessee's counsel as to (i) the compliance of the Proposed Facility with land use, zoning, subdivision and environmental laws and regulations, (ii) the compliance of Lessee, the owner of the Proposed Facility (to the extent such owner is not Lessee as provided in subsection (1) below), the proposed substitution and the Proposed Facility with applicable assisted living laws and regulations, (iii) the due authorization, execution and enforceability of the Substitution Documents and (iv) such other matters as are reasonably requested; in form and substance reasonably acceptable to Lessor; (i) Lessee and each Guarantor shall have executed and delivered, or caused to be executed and delivered, such documents as are reasonably required by Lessor to effectuate the substitution (collectively, the "Substitution Documents"), including, without limitation, (i) a deed with full warranties or assignment of a leasehold estate with full warranties (as applicable) conveying to Lessor title to the Proposed Facility free and clear of all Liens, except those approved or assumed by Lessor, (ii) a facility lease (the "Substitution Lease") duly executed, acknowledged and delivered by Lessee, containing the same terms and conditions as are contained herein except that (1) the legal description of the land shall refer to the Proposed Facility, (2) the Minimum Repurchase Price of the Proposed Facility shall be an amount equal to the Minimum Repurchase Price of the Leased Property increased by any Cash Adjustment paid by Lessor, (3) the Rent under the Substitution Lease in all respects shall provide Lessor with a Substitute Loan shall occur unless each substantially equivalent yield at the time of the following substitution (i.e., annual return on its equity in such Proposed Facility) to that received (and reasonably expected to be received thereafter) from the Leased Property, taking into account the Cash Adjustment, if any, paid by Lessor and any other relevant factors and (4) such other changes therein as may be necessary or appropriate under the circumstances shall be made; (iii) a collateral assignment of permits, licenses, approvals and contracts relating to the Proposed Facility, substantially in the form of the Permits Assignment; (iv) UCC financing statements; (v) a guaranty substantially in the form of the Guaranty of Lease Obligations shall be executed by Guarantor, (vi) an affiliated party subordination agreement, substantially in the form of the Affiliated Party Subordination Agreement, shall be executed by the Lessee, and such other Affiliates of the Lessee as are deemed necessary or appropriate by the Lessor and (vii) the Agreement Regarding Related Transactions shall be amended to reflect the substitution of the Proposed Facility. The Substitution Documents shall be based upon and contain the same terms and conditions as are set 110 forth in Lease Documents in effect prior to the substitution, except that such changes shall be made as may be necessary or reasonably appropriate under the circumstances to effectuate the substitution and secure the protection and priority of the property and security interests conveyed and/or granted to Lessor; (j) without limiting any other provision contained herein, Lessee shall have delivered to Lessor such other information and materials relating to Lessee, the owner of the Proposed Facility (to the extent that such owner is satisfied not Lessee as provided in subsection (I) below) and the Proposed Facility as Lessor may reasonably request, including, without limitation, leases, receipted bills, management agreements and other Contracts, Provider Agreements, cost reports, Permits, evidence of legal and actual access to the Proposed Facility, evidence of the availability and sufficiency of utilities servicing the Proposed Facility, historical and current operating statements, detailed budgets and financial statements and Lessor shall have found the same to be satisfactory in all respects; (k) Lessee or an Affiliate of Lessee shall be the licensed operator of the Proposed Facility as of the date of such substitution (as certified to the Administrative Agent by the Borrower (or the Servicer on behalf consummation of the Borrower)): substitution; (1) the Proposed Facility shall be owned or leased by Lessee or an Affiliate of Lessee; provided, however that in the event that the Proposed Facility is owned by any such Affiliate, (i) each Substitute Loan satisfies said Affiliate shall execute and deliver to Lessor such Substitution Documents as may be reasonably required by Lessor and (ii) Lessor shall be provided with such evidence as it may require to determine that the Eligibility Criteria conveyance of the Proposed Facility (or a leasehold interest therein) to Lessor does not constitute a fraudulent conveyance (under applicable federal or state law); (m) Lessee shall have delivered to Lessor an insurance certificate evidencing compliance with all of the insurance requirements set forth in the Substitution Documents; (n) Lessee shall have delivered to Lessor an Officer's Certificate certifying as of the Substitution Date that (i) the Proposed Facility has been accepted by Lessee for all purposes of the Substitution Lease and there has been no material damage to the improvements located on the date of substitutionProposed Facility, nor is any condemnation or eminent domain proceeding pending with respect thereto; (ii) after giving effect to any such substitution, the Availability Test, Interest Coverage Ratio Test, the Asset Coverage Ratio Test and each Collateral Quality Test is satisfied; (iii) 100% of the proceeds from the sale of the Loan(s) to be replaced in connection with such substitution are either applied by the Borrower to acquire the Substitute Loan(s) or deposited in the Collection Account; (iv) no Default or Event of Default has occurred and is continuing (before or after giving effect to such substitution); (v) there is no adverse selection, impacting the interest of the Secured Parties, by the Borrower or Servicer with regard to such Collateral Loans to be substituted or the Substitute Loans; (vi) the Borrower and, if the Servicer is an Affiliate of the Borrower or the Originator, the Servicer (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent in connection with any such substitution all Permits (including, but not limited to, expenses incurred a permanent, unconditional certificate of occupancy and all certificates of need, licenses and Provider Agreements) which are necessary to permit the use of the Proposed Facility in connection accordance with the release provisions of the Lien Substitution Lease have been obtained and are in full force and effect; (iii) under applicable zoning and use laws, ordinances, rules and regulations, the Proposed Facility may be used for the purposes contemplated by Substitution Documents and all necessary subdivision approvals have been obtained; (iv) to the best knowledge of Lessee, there exists no Event of Default under this Lease, and no defense, offset or claim exists with respect to any sums to be paid by Lessee hereunder, and (v) any exceptions to Lessor's title to the Proposed Facility do not materially interfere with the intended use of the Administrative Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase)Proposed Facility by Lessee; (vii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian, pursuant to the terms of the Custodial Agreement, the Loan Documents for any Substitute Loans; - 93- 34881204v6 110062879111
Appears in 1 contract
Conditions to Substitution. No Without limiting the foregoing, as conditions precedent to the consummation of any proposed substitution: - (i) as of the applicable Substitution Date, no Loan Default shall have occurred under any of the Loan Documents, nor shall any event have occurred and be continuing which with the giving of notice or the passage of time or both would constitute such a Loan Default; (ii) the Lender shall have received, engineering and inspection reports relating to the healthcare facility or facilities identified by the Borrower in the applicable Substitution Notice (referred to herein as a "Proposed Property"), reasonably satisfactory in all respects to the Lender; (iii) the Borrower shall have delivered to the Lender (1) an MAI appraisal of the Proposed Property (prepared by an appraiser selected by the Borrower and approved by the Lender), in form and substance reasonably satisfactory to the Lender and (2) an instrument survey of the premises upon which the Proposed Property is located acceptable to the Lender and the Title Company; (iv) the Lender shall be satisfied as to compliance of the Borrower, the Proposed Property, the owner of the Proposed Property (to the extent such owner is not the Borrower as provided in subsection (xi) below) and/or the proposed substitution, as the case may be, with (1) all applicable land use, zoning, subdivision and environmental laws and regulations, (2) all applicable licensure laws and regulations and (3) such other matters as the Lender reasonably deems relevant (including, without limitation, whether the security interests granted to the Lender in connection with the proposed substitution may be avoided under the Bankruptcy Code); (v) the Borrower shall have delivered to the Lender a mortgagee's title insurance commitment issued by a title insurer reasonably acceptable to the Lender (the "Title Company"), in an amount equal to the Loan Amount then outstanding, with such endorsements as the Lender may reasonably require insuring the first priority of the Lender's valid mortgage lien on the Borrower's fee title or leasehold title to the Proposed Property and arrangements satisfactory 77 to the Lender shall have been made for the issuance of a Collateral Loan title insurance policy in accordance with a Substitute Loan such title insurance commitment; (vi). the Borrower shall occur unless each have delivered an environmental site assessment report relating to the Proposed Property, in form and substance reasonably acceptable to the Lender and prepared by an environmental consultant reasonably acceptable to the Lender; (vii) the Lender shall have received opinions of the following Borrower's counsel as to (1) the compliance of the Proposed Property with land use, zoning, subdivision and environmental laws and regulations, (2) the compliance of the Borrower, the owner of the Proposed Property (to the extent such owner is not the Borrower as provided in subsection (xi) below), the proposed substitution and the Proposed Property with applicable health care laws and regulations and various applicable licensure laws and regulations, (3) the due authorization, execution and enforceability of the Substitution Documents and (4) such other matters as are reasonably requested, in form and substance reasonably acceptable to the Lender; (viii) the Borrower and Guarantor shall have executed and delivered, or caused to be executed and delivered, such documents as are reasonably required by the Lender to effectuate the substitution (collectively, the "Substitution Documents"), including, without limitation either lease documentation such would be used for a Lease Conversion (if the Proposed Project is to be acquired by Lender or its Affiliates and leased to Borrower) or if the Personal Property is owned by the Borrower, amendments of the Loan Documents, a mortgage and security agreement, assignment of leases and rents and collateral assignment of permits and contracts relating to the Proposed Property, U.C.C. financing statements and ratifications of the Loan Documents. The Substitution Documents shall be based upon and contain the same terms and conditions as are set forth in the Loan Documents in effect prior to the substitution, except that such changes shall be made as may be necessary or reasonably appropriate under the circumstances to effectuate the substitution and secure the protection and priority of the security interests granted to the Lender; (ix) without limiting any other provision contained herein, the Borrower shall have delivered to the Lender such other information and materials relating to the Borrower, the owner of the Proposed Property (to the extent such owner is satisfied not the Borrower as provided in subsection (xi) below) and the Proposed Property as the Lender may reasonably request, including, without limitation, leases, receipted bills, management agreements, provider agreements, cost reports, health care surveys, Permits, evidence of legal and actual access to the Proposed Property, evidence of the availability and sufficiency of utilities servicing the Proposed Property, historical and current operating statements, detailed budgets and fmancial statements and the Lender shall have found the same to be satisfactory in all respects; (x) as of the date of such substitution (as certified to the Administrative Agent by the Borrower (or the Servicer on behalf consummation of the Borrower)): (i) each Substitute Loan satisfies the Eligibility Criteria on the date of substitution; (ii) after giving effect to any such substitution, the Availability Test, Interest Coverage Ratio Test, the Asset Coverage Ratio Test and each Collateral Quality Test is satisfied; (iii) 100% of the proceeds from the sale of the Loan(s) to be replaced in connection with such substitution are either applied by the Borrower to acquire the Substitute Loan(s) or deposited in the Collection Account; (iv) no Default or Event of Default has occurred and is continuing (before or after giving effect to such substitution); (v) there is no adverse selection, impacting the interest of the Secured Parties, by the Borrower or Servicer with regard to such Collateral Loans to be substituted or the Substitute Loans; (vi) the Borrower and, if the Servicer is an Affiliate of the Borrower or shall be the Originator, the Servicer (on behalf licensed operator of the Borrower) shall agree to pay the legal fees and expenses of the Administrative Agent in connection with any such substitution (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent on behalf of the Secured Parties in connection with such sale, substitution or repurchase)Proposed Property; (vii) the Borrower shall notify the Administrative Agent of any amount to be deposited into the Collection Account in connection with any such substitution and shall deliver to the Custodian, pursuant to the terms of the Custodial Agreement, the Loan Documents for any Substitute Loans; - 93- 34881204v6 11006287978
Appears in 1 contract
Samples: Loan Agreement (Emeritus Corp\wa\)
