Common use of Agreement to Borrow and Lend; Lender’s Obligation to Disburse Clause in Contracts

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Lenders and Lenders agree to lend to Borrower the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one party, the obligations of each such party with respect to the amount it has agreed to loan to Borrower shall be several (and not joint and several) and shall be limited to its Percentage of the Loan and of each advance. (a) The principal amount of the Loan shall not exceed the lesser of (a) Seventy-Four Million and No/100 Dollars ($74,000,000.00), (b) 70% of the Appraised Value of the Project as set out in the Appraisal, (c) 75% of the total cost of the Project as set out in the Budget approved by Agent hereunder, or (d) the maximum principal amount as will result in a Pro Forma Debt Service Coverage of at least 1.20 to 1. If after the date of this Agreement, the Lenders determine that the Appraised Value of the Project is such that the Loan Amount exceeds seventy percent (70%) of the Appraised Value of the Project, then the Loan Amount shall be reduced to not greater than 70% of the Appraised Value of the Project (or such lesser amount as provided in this Agreement), and Borrower shall be required to provide evidence reasonably satisfactory to Agent that Borrower has invested cash equity in the Project so that the Loan is deemed In Balance. (b) Lenders agree, upon Borrower’s compliance with and satisfaction of all conditions precedent to the Loan Opening and provided the Loan is In Balance, no Material Adverse Change has occurred with respect to Borrower, any Guarantor, or the Project and no default or Event of Default has occurred and is continuing hereunder, to open the Loan to reimburse Borrower for or to pay for a portion of the costs incurred by Borrower in connection with the acquisition and development of the Project and the construction of the Improvements, to the extent provided for in the Budget. Notwithstanding anything in this Agreement to the contrary, the initial advance as of the date of this Agreement shall be limited to the purchase price of the Land, and no other disbursements other than disbursements from the interest reserve shall be made until the conditions to the Opening of the Loan have been satisfied. (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Articles 9, 12 and 13 within ten (10) Business Days after compliance with all conditions precedent thereto, provided that (i) the Loan remains In Balance; (ii) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Articles 8, 9, 12 and 13; (iii) no Material Adverse Change has occurred with respect to Borrower, any Guarantor, or the Project and (iv) no Event of Default and no default exists hereunder or under any other Loan Document. (d) To the extent that Agent or any Lender may have acquiesced in noncompliance with any requirements precedent to the initial advance, the Opening of the Loan or precedent to any subsequent disbursement of Loan proceeds, such acquiescence shall not constitute a waiver by Agent or Lenders, and Agent and Lenders may at any time after such acquiescence require Borrower to comply with all such requirements. (e) Notwithstanding anything in this Agreement to the contrary, as of the date of this Agreement the Lenders shall disburse to Borrower the amount of $61,750,000.00 for the payment of the purchase price of the Land. On or before the date that is one (1) Business Day after the date of this Agreement, Borrower shall pay to Agent for the account of the Lenders as a principal prepayment of the Loan the sum of $30,457,729.50. Following such prepayment, such amount shall be available to be reborrowed under this Agreement for the purposes set forth in this Agreement.

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Lenders Lender and Lenders agree Lender agrees to lend to Borrower the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one party, the obligations of each such party with respect to the amount it has agreed to loan to Borrower shall be several (and not joint and several) and shall be limited to its Percentage of the Loan and of each advance. (a) The principal amount of the Loan shall not exceed the lesser least of (ai) SeventyTwenty-Four Seven Million Five Hundred Thousand and No/100 Dollars ($74,000,000.0027,500,000.00), (bii) 7075% of the Appraised Value approved development and lease-up costs of the Project Project, as set out in the AppraisalBudget, (ciii) 75% of the total cost appraised value of the Project “upon stabilization,” as set out forth in the Budget appraisal of the Project approved by Agent hereunderthe Lender, or and (div) the maximum principal such amount as will result in a Pro Forma Debt Service Coverage Ratio of at least 1.20 not less than 1.23 to 1. If after the date 1.00 (based, for purposes of this Agreementcalculation, on the Lenders determine that the Appraised Value stabilized income and expenses of the Project is such that projected in the Loan Amount exceeds seventy percent (70%) of the Appraised Value of the Project, then the Loan Amount shall be reduced to not greater than 70% of the Appraised Value appraisal of the Project (or such lesser amount as provided in this Agreementapproved by the Lender), and Borrower shall be required to provide evidence reasonably satisfactory to Agent that Borrower has invested cash equity in the Project so that the Loan is deemed In Balance. (b) Lenders agreeLender agrees, upon Borrower’s compliance with and satisfaction of all conditions precedent to the Loan Opening and provided the Loan is In Balance, no Material Adverse Change has occurred with respect to Borrower, any Guarantor, or the Project and no material default or Event of Default has occurred and is continuing hereunder, to open Open the Loan to reimburse Borrower for or to pay for a portion of the costs incurred by Borrower in connection with the acquisition and development of the Project and the construction of the Improvements, to the extent provided for in the Budget. Notwithstanding anything in this Agreement to the contrary, the initial advance as of the date of this Agreement shall be limited to the purchase price of the Land, and no other disbursements other than disbursements from the interest reserve shall be made until the conditions to the Opening of the Loan have been satisfied. (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Articles 9, 12 and 13 within ten (10) Business Days after compliance with all conditions precedent thereto, provided that (i) the Loan remains In Balance; (ii) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Articles 8, 9, 12 and 13; (iii) no Material Adverse Change has occurred with respect to Borrower, any Guarantor, Guarantor or the Project and (iv) no Event of Default and no material default exists hereunder or under any other Loan Document. (d) To the extent that Agent or any Lender may have acquiesced in noncompliance with any requirements precedent to the initial advance, the Opening of the Loan or precedent to any subsequent disbursement of Loan proceeds, such acquiescence shall not constitute a waiver by Agent or LendersLender, and Agent and Lenders Lender may at any time after such acquiescence require Borrower to comply with all such requirements. (e) Notwithstanding anything in this Agreement Borrower shall, prior to the contrary, as Opening of the date of this Agreement the Lenders shall Loan, open an Operating Account. Borrower authorizes Lender to disburse to Borrower the amount of $61,750,000.00 for the payment of the purchase price of the Land. On or before the date that is one (1) Business Day after the date of this Agreement, Borrower shall pay to Agent for the account of the Lenders as a principal prepayment of the Loan proceeds by crediting the sum Operating Account; provided, however, that Lender shall not be obligated to use such method. Upon the occurrence and during the continuance of $30,457,729.50. Following such prepaymentan Event of Default, such amount shall be available to be reborrowed without in any way limiting any other rights and remedies that Lender may have under this Agreement or the other Loan Documents with respect to the Operating Account or otherwise, Lender is authorized to pay any principal or interest due upon the Note when and as same shall become due by debiting funds on deposit in the Operating Account. For the avoidance of doubt, except upon the occurrence and during the continuance of an Event of Default, Lender shall disburse Loan proceeds into the Operating Account for the purposes set forth in this AgreementBorrower to pay General Contractor and Lender shall not pay General Contractor directly for Construction.

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees Borrowers agree to borrow from the Lenders and Lenders agree each Lender agrees to lend to Borrower Borrowers the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one partyLender is a party hereto, the obligations of each such party Lender with respect to the amount it has agreed to loan to Borrower Borrowers shall be several (and not joint and several) and shall be limited to its Percentage proportionate share of the Loan and of each advance. (a) The principal maximum aggregate amount of the Loan shall not exceed the lesser of (ai) SeventySixty-Four Two Million Fifty Thousand and No/100 Dollars ($74,000,000.0062,050,000.00), (bii) the sum of 70% of the Appraised Value of “as-stabilized” fair market value for the Project Projects as set out determined in the an Appraisal, and (ciii) 75% of the total cost of the Project as set out in the Budget approved by Agent hereunder, or (d) the maximum principal such amount as will result in a Pro Forma Debt Service Coverage of at least 1.20 1.70 to 11.00 calculated based upon the “as-stabilized” NOI for each Project as shown in an Appraisal. If after the date of this Agreement, the Lenders determine that the Appraised Value of the Project is such that The Loan will be funded in one or more advances commencing on the Loan Amount exceeds seventy percent (70%) of the Appraised Value of the Project, then the Opening Date. The Loan Amount shall be reduced to not greater than 70% of the Appraised Value of the Project (or such lesser amount as provided in this Agreement)is non-revolving, and Borrower amounts repaid hereunder shall not be required to provide evidence reasonably satisfactory to Agent that Borrower has invested cash equity in the Project so that the Loan is deemed In Balanceavailable for further borrowing hereunder. (b) The Lenders agree, upon Borrower’s Borrowers’ compliance with and satisfaction of all conditions precedent to the Loan Opening and provided the Loan is In Balance, no Material Adverse Change has occurred with respect to any Borrower, any Guarantor, Guarantor or the Project and no default or Event of Default has occurred and is continuing hereunder, to open the Loan Loan, subject to reimburse Borrower for or to pay for the other provisions of this Agreement, and fund a portion first advance of $56,950,000.00 (the “Initial Funding”) of the costs incurred by Borrower Loan in connection with the acquisition and development of the Project and the construction of the Improvements, to the extent provided for in the BudgetProjects. Notwithstanding anything in this Agreement to the contrary, the initial advance as of the date of this Agreement shall be limited to the purchase price of the Land, and no other disbursements other than disbursements from the interest reserve shall be made until the conditions to the Opening The remaining $5,100,000.00 of the Loan have been satisfied(the “Holdback) shall be available to Borrowers as follows: (i) $2,550,000.00 upon the Sumter Grand Project achieving an annualized NOI for three consecutive months of at least $2,575,000.00 and satisfying all other conditions precedent to the First Tier Earnout Payment (as defined in the Earnout Agreement) set forth in Section 2.1 of the Earnout Agreement; and (ii) an additional $2,550,000.00 upon the Sumter Grand Project achieving an annualized NOI for three consecutive months of at least $2,875,000.00 and satisfying all other conditions precedent to the Second Tier Earnout Payment (as defined in the Earnout Agreement) set forth in Section 2.2 of the Earnout Agreement, in each case subject to the conditions set forth in (c) below. (c) After the Loan Opening of the LoanDate, Borrower Borrowers shall be entitled to receive further successive disbursements additional advances of the proceeds Holdback upon receipt of written request for disbursement and satisfaction of the Loan in accordance with Articles 9, 12 and 13 within ten conditions thereto as set forth herein. Within seven (107) Business Days after compliance with all conditions precedent theretothe written request by Borrowers for the disbursement by Lenders of any portion of the Holdback, the Lenders shall fund the requested amount of the Holdback to Borrowers, provided that (i) the Loan remains In Balance; (ii) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Articles 8, 9, 12 and 13; (iii) no Material Adverse Change has occurred with respect to any Borrower, any GuarantorGuarantor or Project, or the Project and (ivii) no Event of Default and no material default exists hereunder or under any other Loan Document, (iii) Agent does not reasonably expect the occurrence of an Event of Default with respect to the stepped up minimum Debt Service Coverage covenants specified in Section 10.1(x) and Schedule II for the subsequent two quarterly reporting periods, (iv) all representations and warranties of Borrowers hereunder shall be deemed remade as of the requested date of funding, and (v) Agent has received evidence satisfactory to Agent that all conditions set forth in Section 8.1 and 8.3 are fully satisfied as of the applicable disbursement date. For the avoidance of doubt, the criteria set forth in clause (iii) shall be considered met if the Projects' performance in the trailing three month period would not result in an Event of Default with respect to the stepped up minimum Debt Service Coverage covenants specified in Section 10.1 (x) and Schedule II for the subsequent two quarterly reporting periods. (d) To Borrowers and each Operator shall open two deposit accounts for each Project with Agent (each such account of Borrowers shall be a “Project Rent Account” and of Operators shall be a “Project Operating Account”); provided, however, that for the extent that Agent or any Lender may have acquiesced Mesa Vista Project, Mesa Vista Borrower shall open a Project Rent Account only. Thereafter, all rent received by Borrowers under the Operating Leases shall be deposited in noncompliance with any requirements precedent to the initial advanceProject Rent Accounts and all cash flow from each Project received by Operators shall be deposited in the applicable Project Operating Account. During the existence of an Event of Default, all such rent and cash flow shall be available for payment of debt service on the Opening Loan, and Agent, for the pro rata benefit of the Loan or precedent to any subsequent disbursement of Loan proceeds, such acquiescence shall not constitute a waiver by Agent or Lenders, is authorized to pay principal or interest due upon the Notes during the existence of an Event of Default as well as real estate taxes if the same are not paid by the applicable Borrower or Operator prior to delinquency by debiting funds on deposit in the Project Rent Accounts and Agent the Project Operating Accounts. Unless an Event of Default shall exist, Borrowers and Lenders Operators shall have access to and may at use any time after such acquiescence require Borrower to comply with or all such requirements. (e) Notwithstanding anything the funds then held in this Agreement to the contraryProject Rent Accounts or the Project Operating Accounts, as of the date of this Agreement the Lenders respectively, for any lawful purpose which shall disburse to Borrower the amount of $61,750,000.00 for the include, without limitation, payment of the purchase price operating expenses for the Projects, dividends, distributions or any other costs or expenses of Borrowers or Guarantors as permitted under the Land. On or before the date that is one (1) Business Day after the date provisions of this Agreement, Borrower shall pay to Agent for the account of the Lenders as a principal prepayment of the Loan the sum of $30,457,729.50. Following such prepaymentincluding, such amount shall be available to be reborrowed under this Agreement for the purposes set forth in this Agreementwithout limitation, Section 10.1(w).

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Lenders Lender and Lenders agree Lender agrees to lend to Borrower the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one party, the obligations of each such party with respect to the amount it has agreed to loan to Borrower shall be several (and not joint and several) and shall be limited to its Percentage of the Loan and of each advance. (a) The principal amount of the Loan shall not exceed the lesser of (a) SeventyOne Hundred Forty-Eight Million Eight Hundred Sixty-Four Million Thousand Three Hundred Thirty-Five and No/100 Dollars ($74,000,000.00148,864,335.00), (b) 7055% of the Appraised Value of the Project as set out in the Appraisal, (c) 7565% of the total cost of the Project as set out in the Budget approved by Agent hereunder, or (d) the maximum principal such amount as will result in a Pro Forma “Debt Service Coverage Ratio” of at least 1.20 1.75 to 1. If after the date 1.00 (based, for purposes of this Agreementcalculation, on the Lenders determine that the Appraised Value “stabilized” Net Operating Income of the Project is such that the Loan Amount exceeds seventy percent (70%) of the Appraised Value of the Project, then the Loan Amount shall be reduced to not greater than 70% of the Appraised Value of the Project (or such lesser amount as provided in this Agreement), and Borrower shall be required to provide evidence reasonably satisfactory to Agent that Borrower has invested cash equity projected in the Project so that Appraisal approved by the Loan is deemed In BalanceLenders). (b) Lenders agreeLender agrees, upon Borrower’s compliance with and satisfaction of all conditions precedent to the Loan Opening and provided the Loan is In Balance, no Material Adverse Change has occurred with respect to Borrower, any Guarantor, or the Project and no default or Event of Default has occurred and is continuing hereunder, to open the Loan to pay or reimburse Borrower for or to pay for a portion of the costs incurred by Borrower in connection with the acquisition and development of the Project and the construction of the Improvements, to the extent provided for in the Budget. Notwithstanding anything in this Agreement to the contrary, the initial advance as of the date of this Agreement shall be limited to the purchase price of the Land, and no other disbursements other than disbursements from the interest reserve shall be made until the conditions to the Opening of the Loan have been satisfied. (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Articles 9, 12 and 13 within ten (10) Business Days after compliance with all conditions precedent thereto, provided that (i) the Loan remains In Balance; (ii) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Articles 8, 9, 12 and 13; (iii) no Material Adverse Change has occurred with respect to Borrower, Guarantor, any GuarantorTenant, or the Project and (iv) no Event of Default and no default exists hereunder or under any other Loan DocumentDocument or Lease. (d) To the extent that Agent or any Lender may have acquiesced in noncompliance with any requirements precedent to the initial advance, the Opening of the Loan or precedent to any subsequent disbursement of Loan proceeds, such acquiescence shall not constitute a waiver by Agent or LendersLender, and Agent and Lenders Lender may at any time after such acquiescence require Borrower to comply with all such requirements. (e) Notwithstanding anything in this Agreement to the contrary, as of the date of this Agreement the Lenders shall disburse to Borrower the amount of $61,750,000.00 for the payment of the purchase price of the Land. On or before the date that is one (1) Business Day after the date of this Agreement, Borrower shall pay to Agent for the account of the Lenders as a principal prepayment of the Loan the sum of $30,457,729.50. Following such prepayment, such amount shall be available to be reborrowed under this Agreement for the purposes set forth in this Agreement.