Common use of FUNDING; CAPITALIZATION OF LESSEE; WORKING CAPITAL RESERVE Clause in Contracts

FUNDING; CAPITALIZATION OF LESSEE; WORKING CAPITAL RESERVE. (a) The Member hereby agrees to contribute capital to the Lessee to fund the working capital needs of the Lessee. Such funds shall be contributed as follows: (i) 85% of the working capital needs of Lessee shall be provided from the proceeds of loans made to the Member under the Senior Credit Documents (which proceeds shall be contributed as equity by the Member to the capital of Lessee and deposited in the Collateral Account as provided herein and in the Deposit Agreement) (the "Senior Loan Capital Portion") and (ii) 15% of the working capital needs of the Lessee shall be provided as equity contributions of the Member to the Lessee, without the Member or its equity owner(s) in any manner borrowing or otherwise incurring any Indebtedness to fund such portion of the working capital (the "Equity Capital Portion"). The Equity Capital Portion of the working capital shall be contributed by the Member to the Lessee, and the Lessee to the Collateral Account, on a pro rata basis with the contribution of the Senior Loan Capital Portion by the Member to the Lessee and the Lessee to the Collateral Account. In no event shall the Equity Capital Portion and the Senior Loan Capital Portion exceed in the aggregate $[__________]. Upon demand and from time to time, the Member shall provide to the Lessor and BCC evidence in reasonable form that the Member has sufficient capital to fund the Equity Capital Portion as required in this Agreement. In order for the foregoing to occur, BCC or the Management Firm will from time to time request by written notice to the Member and the Lessor that the foregoing Fundings be made into the Collateral Account to fund the Working Capital Reserve. No Fundings may be made into the Collateral Account until such time as BCC or the Management Firm so requests; provided, however, such request shall be made no less than seven (7) business days prior to the required time of making the Funding into the Collateral Account. Any notice of a Funding requested pursuant to this subsection shall state the total amount of the Funding being requested at that time, the date on which such Funding is to be made, wiring instructions for placement of the Funding into the Collateral Account, the total amount of Fundings that the Member may in the future be required to make into the Collateral Account pursuant to this Agreement for the Equity Capital Portion and the total amount of Fundings the Lessor may in the future be required to make into the Collateral Account under the Senior Credit Documents for the Senior Loan Capital Portion. The Funding request notice shall also state in reasonable detail the uses for the Funding, which may only include uses for the working capital needs for the Facility, including pre-opening costs, marketing costs, rental payments, employee costs, training costs and all other costs and expenses customarily incurred in connection with the start-up of the operation of an assisted care facility. If the Member has an objection to the Funding request, the Member shall inform BCC in writing of such objection, providing reasonable detail. Such objection must be received by BCC within four (4) business days after receipt by Member of the Funding request and all information required to be provided. Failure by the Member to timely object to the Funding request shall constitute a waiver on the part of the Member of any right to object to such request, and the Member will thereafter timely make Fundings into the Collateral Account as provided in this Agreement and the other Transaction Documents. In no event shall the Member

FUNDING; CAPITALIZATION OF LESSEE; WORKING CAPITAL RESERVE. (a) The Each Member (jointly and severally if more than one) hereby agrees to contribute as capital to the Lessee to fund the working following capital needs of the Lessee. Such funds shall be contributed as follows: contributions: (i) 85% of On the working capital needs of Lessee shall be provided from the proceeds of loans made to date hereof the Member under the Senior Credit Documents (which proceeds shall be contributed as equity by the Member to the capital of Lessee and deposited in deposit into the Collateral Account as provided herein and in the Deposit Agreement) (the "Senior Loan Capital Portion") and (ii) 15% sum of the working capital needs of the Lessee shall be provided as equity contributions of the Member to the Lessee, without the Member or its equity owner(s) in any manner borrowing or otherwise incurring any Indebtedness to fund such portion of the working capital (the "Equity Capital Portion"). The Equity Capital Portion of the working capital shall be contributed by the Member to the Lessee, and the Lessee to the Collateral Account, on a pro rata basis with the contribution of the Senior Loan Capital Portion by the Member to the Lessee and the Lessee to the Collateral Account. In no event shall the Equity Capital Portion and the Senior Loan Capital Portion exceed in the aggregate $[__________]. Upon demand and from time to time, and (ii) on or before April 30, 1998 the Member shall provide deliver to the Lessor and BCC evidence in reasonable form that the Member has sufficient capital to fund the Equity Capital Portion as required in this Agreement. In order for the foregoing to occur, BCC or the Management Firm will from time to time request by written notice to the Member and the Lessor that the foregoing Fundings be made into the Collateral Account to fund the Working Capital Reserve. No Fundings may be made into the Collateral Account until such time as BCC or the Management Firm so requests; provided, however, such request shall be made no less than seven (7) business days prior to the required time of making the Funding into the Collateral Account. Any notice of a Funding requested pursuant to this subsection shall state the total amount against return of the Funding being requested at that time, the date on which such Funding is to be made, wiring instructions for placement of the Funding into the Collateral Account, the total amount of Fundings that the Member may in the future be required to make amounts deposited into the Collateral Account pursuant to this Agreement for the Equity Capital Portion Section 1.03(a)(i) above) a standby letter of credit naming Lessor (and the total amount of Fundings the such other parties as Lessor may request) as the beneficiary(ies) thereunder (the "LETTER OF CREDIT"), which Letter of Credit must be in form and substance satisfactory to BCC (the future be required to make deposit into the Collateral Account under pursuant to Section 1.03(a)(i) and the Senior issuance and delivery of such Letter of Credit Documents by the Members being a "FUNDING", and the aggregate of all Fundings made, being a maximum amount of $_______), is collectively referred to as the "WORKING CAPITAL RESERVE"). The Letter of Credit shall be in the amount of $_______, representing the full Working Capital Reserve to be funded hereunder, which amount includes the initial Funding of $_______ pursuant to Section 1.03(a)(i) above. Time is of the essence with respect to each contribution described in this Section 1.01(a). (b) The contributions described in Section 1.01(a)(i) shall be made directly into the Collateral Account. Upon delivery the Letter of Credit as provided in Section 1.01(a)(ii), the unused portion of contributions provided Section 1.03(a)(i) shall be returned by Lessor to the Members as provided in the Lease Documents; provided, however, BCC shall have no liability whatsoever (absent the negligent or willful acts or omissions of BCC) for the Senior Loan return of such contributions. (c) In the event that the Member defaults in the timely payment of Fundings into the Working Capital Portion. The Funding request notice Reserve as provided in Section 1.01(a), BCC shall also state have the right at any time thereafter, but not the obligation, to require that the Member sell all of the Equity Interests to BCC or its designee in reasonable detail the uses manner provided for in the Option Agreement; provided, however, the purchase price for the FundingEquity Interests shall be the amount of Fundings actually made by the Member into the Collateral Account, which may only include uses for the working capital needs for the Facility, including preplus an amount calculated on a pro-opening costs, marketing costs, rental payments, employee costs, training costs and all other costs and expenses customarily incurred in connection with the start-up rata basis as 27.5% per annum of the operation amount of an assisted care facility. If the Member has an objection to Working Capital Reserve from the Funding request, the Member shall inform BCC in writing of such objection, providing reasonable detail. Such objection must be received by BCC within four (4) business days after receipt by Member date of the Funding request or Fundings through the date of Closing. In such event, all terms and all information required conditions of the sale applicable to the Option shall be provided. Failure equally applicable to the sale under this Section 1.01(c), and the failure by the Member to timely object to close on such sale within 3 days after written notice from BCC (time being of the Funding request essence) shall constitute a waiver on an Event of Default. (d) The Member and the part Lessee acknowledge and agree that (i) each Funding constitutes the capital contribution of the Member to the Lessee, (ii) each Funding is not in any way to be construed as Indebtedness of Lessee nor to be construed as evidence of a loan from any right Member to object the Lessee and (iii) Lessor and the Management Firm may (without notice to such requestLessee or Member, and whether acting alone or together) withdraw funds from the Member will thereafter timely make Fundings into Working Capital Reserve to fund Shortfalls with respect to the Collateral Account Facility as provided in this Agreement the Transaction Documents and the other Transaction Lease Documents. In no event shall the Member.

FUNDING; CAPITALIZATION OF LESSEE; WORKING CAPITAL RESERVE. (a) The Each Member (jointly and severally if more than one) hereby agrees to contribute as capital to the Lessee to fund the working following capital needs of the Lessee. Such funds shall be contributed as follows: contributions: (i) 85% of On the working capital needs of Lessee shall be provided from the proceeds of loans made to date hereof the Member under the Senior Credit Documents (which proceeds shall be contributed as equity by the Member to the capital of Lessee and deposited in deposit into the Collateral Account as provided herein and in no less than the Deposit Agreement) (the "Senior Loan Capital Portion") and (ii) 15% sum of the working capital needs of the Lessee shall be provided as equity contributions of the Member to the Lessee, without the Member or its equity owner(s) in any manner borrowing or otherwise incurring any Indebtedness to fund such portion of the working capital (the "Equity Capital Portion"). The Equity Capital Portion of the working capital shall be contributed by the Member to the Lessee, and the Lessee to the Collateral Account, on a pro rata basis with the contribution of the Senior Loan Capital Portion by the Member to the Lessee and the Lessee to the Collateral Account. In no event shall the Equity Capital Portion and the Senior Loan Capital Portion exceed in the aggregate $[__________]. Upon demand and from time to time; and (ii) on or before March 1, 1999 the Member shall provide to the Lessor and BCC evidence in reasonable form that the Member has sufficient capital to fund the Equity Capital Portion as required in this Agreement. In order for the foregoing to occur, BCC or the Management Firm will from time to time request by written notice to the Member and the Lessor that the foregoing Fundings be made deposit into the Collateral Account funds sufficient to fund make to the Working Capital Reservetotal amounts contributed to Lessee equal the sum of ________. No Fundings may be made into Time is of the Collateral Account until such time as BCC or the Management Firm so requests; provided, however, such request essence with respect to each contribution described in this Section 1.01(a). (b) The contributions described in Section 1.01 (a) shall be made no less than seven (7) business days prior to the required time of making the Funding directly into the Cash Collateral Account. Any notice Each contribution of a Funding requested pursuant to this subsection shall state the total amount of the Funding being requested at that time, the date on which such Funding is to be made, wiring instructions for placement of the Funding funds into the Collateral Account, the total amount of Fundings that the Member may in the future be required to make into the Collateral Account pursuant to this Agreement for the Equity Capital Portion and the total amount of Fundings the Lessor may in the future be required to make into the Collateral Account under the Senior Credit Documents for the Senior Loan Capital Portion. The Funding request notice shall also state in reasonable detail the uses for the Funding, which may only include uses for the working capital needs for the Facility, including pre-opening costs, marketing costs, rental payments, employee costs, training costs and all other costs and expenses customarily incurred in connection with the start-up of the operation of an assisted care facility. If the Member has an objection to the Funding request, the Member shall inform BCC in writing of such objection, providing reasonable detail. Such objection must be received by BCC within four (4) business days after receipt by Member of the Funding request and all information required to be provided. Failure by the Member to timely object to the Funding request shall constitute a waiver on the part of the Member of any right to object to such request, and the Member will thereafter timely make Fundings into the Cash Collateral Account as provided in this Agreement Section 1.01 is referred to herein as a "FUNDING", and the other Transaction Documentsaggregate of all Fundings made is collectively referred to as the "WORKING CAPITAL RESERVE"). (c) In the event that the Member defaults in the timely payment of Fundings into the Working Capital Reserve as provided in Section 1.01 (a), BCC shall have the right at any time thereafter, but not the obligation, to require that the Member sell all of the Equity Interests to BCC or its designee in the manner provided for in the Option Agreement; provided, however, the purchase price for the Equity Interests (as the case may be) shall be the amount of Fundings actually deposited by the Member into the Collateral Account, plus an amount calculated on a pro-rata basis as 27.5% per annum of the amount of funds actually contributed into the Working Capital Reserve from the date of deposit through the date of Closing. In no event such event, all terms and conditions of the sale applicable to the Option shall be equally applicable to the sale under this Section 1.01(c), and the failure by the Member (as the case may be) to close on such sale within 3 days after written notice from BCC (time being of the essence) shall constitute an Event of Default. (d) The Member and the Lessee acknowledge and agree that (i) each Funding constitutes the capital contribution of the Member to the Lessee, (ii) each Funding is not in any way to be construed as Indebtedness of Lessee nor to be construed as evidence of a loan from any Member to the Lessee and (iii) Lessor and the Management Firm may (without notice to Lessee or Member, and whether acting alone or together) withdraw funds from the Working Capital Reserve to fund Shortfalls with respect to the Facility as provided in the Transaction Documents and the Lease Documents.

FUNDING; CAPITALIZATION OF LESSEE; WORKING CAPITAL RESERVE. (a) The Each Member (jointly and severally if more than one) hereby agrees to contribute as capital to the Lessee to fund the working following capital needs of the Lessee. Such funds shall be contributed as follows: contributions: (i) 85% At such time as BCC or the Management Firm requests, and upon receipt of advances from Senior Lender under and in accordance with the working capital needs of Senior Note, the Member and/or the Lessee shall be provided from deposit into the proceeds Collateral Account so much of loans made to the Member such funds so advanced under the Senior Credit Documents (which proceeds shall be contributed as equity by the Member Note, up to the capital maximum amount of Lessee and deposited in the Collateral Account as provided herein and in the Deposit Agreement) (the "Senior Loan Capital Portion") and (ii) 15% no less than of the working capital needs of the Lessee shall be provided as equity contributions of the Member to the Lessee, without the Member or its equity owner(s) in any manner borrowing or otherwise incurring any Indebtedness to fund such portion of the working capital (the "Equity Capital Portion"). The Equity Capital Portion of the working capital shall be contributed by the Member to the Lessee, and the Lessee to the Collateral Account, on a pro rata basis with the contribution of the Senior Loan Capital Portion by the Member to the Lessee and the Lessee to the Collateral Account. In no event shall the Equity Capital Portion and the Senior Loan Capital Portion exceed in the aggregate $[__________]. Upon demand and from time , representing 15% of the total capital needed to timefully fund the Working Capital Reserve; and (ii) on or before August 1, 1999, but subject to the provisions of Section 1.01(c) below, the Member shall provide have deposited into the Collateral Account funds sufficient to make the total amounts contributed to the Lessor and BCC evidence in reasonable form that Working Capital Reserve equal the Member has sufficient capital sum of $__________. Time is of the essence with respect to fund the Equity Capital Portion as required each contribution described in this AgreementSection 1.01(a). (b) The contributions described in Section 1.01(a) shall be made directly into the Collateral Account. In order for Each contribution of funds into the foregoing Collateral Account as provided in this Section 1.01 is referred to occurherein as a "FUNDING", and the aggregate of all Fundings to be made into the Collateral Account as provided in Section 1.01(a)(ii) above is referred to as the "WORKING CAPITAL RESERVE"). As contemplated pursuant to the Senior Note, BCC or the Management Firm will from time to time request by written notice to the Member and the Lessor that the foregoing Fundings be made under the Senior Note into the Collateral Account to fund the Working Capital Reserve. Under the Working Capital Assurance Agreement, the Lessor may also request Fundings. No Fundings may be made into the Collateral Account until such time as BCC or the Management Firm (or the Lessor, as appropriate) so requests; provided, however, such if BCC or the Management Firm has failed to make a request for Fundings as provided under the Senior Note (and if the Lessor has failed to make a request for Fundings pursuant to the Working Capital Assurance Agreement), and a Shortfall exists, BCC shall be made no less than seven (7) business days prior obligated to make Advances pursuant to the required time provisions of Section 1.02 below if all other conditions to making such Advances have been satisfied or waived in writing by (c) BCC, the Funding Member and Lessee recognize that Senior Lender has not committed to fund sums into the Collateral Account. Any notice Working Capital Reserve in excess of a Funding requested pursuant to this subsection shall state the total principal amount of the Funding being requested at that timeSenior Note. Lessee, the date on which such Funding is to be made, wiring instructions for placement Member and BCC understand that Senior Lender will either approve or disapprove of funding the remainder of the Funding Working Capital Reserve pursuant to one or more additional senior notes on or before July 18, 1998. Lessee and the Member agree to provide notice to BCC within 24 hours of receipt of notice from Senior Lender as to whether Senior Lender has approved the additional Fundings into the Collateral AccountWorking Capital Reserve. Notwithstanding any provision to the contrary contained herein or in the other Transaction Documents, the total amount of Fundings that in no event shall Lessee or the Member may in the future be required to make fully fund the Working Capital Reserve as provide in Section 1.01(a)(ii) above, in no event shall Lessee or the Member be in Default hereunder, and in no event shall an Event of Default be declared by BCC or any BCC Affiliate, solely as a result of a failure by Senior Lender to approve the funding of the remaining amounts to be deposited into the Collateral Account Working Capital Reserve as provided in this Section. (i) In the event Senior Lender approves by July 18, 1998 the additional Funding pursuant to this Agreement for one or more additional senior notes such that the Equity Working Capital Portion Reserve will be fully funded by the date provided in Section 1.01(a)(ii) above, Lessee, the Member and BCC shall promptly thereafter execute such further documents and instruments as may be reasonably requested by BCC, the total amount Member, Lessee and/or Senior Lender to effect such additional Fundings, including the issuance by Lessee of additional senior notes. (ii) In the event the Senior Lender fails to approve the additional Fundings the Lessor may in the future be required to make into the Collateral Account under Working Capital Reserve on or before July 18, 1998 such that the Senior Credit Documents for Working Capital Reserve will be fully funded by the Senior Loan Capital Portion. The Funding request notice shall also state date provided in reasonable detail the uses for the Funding, which may only include uses for the working capital needs for the Facility, including pre-opening costs, marketing costs, rental payments, employee costs, training costs and all other costs and expenses customarily incurred in connection with the start-up of the operation of an assisted care facility. If the Member has an objection to the Funding requestSection 1.01(a)(ii) above, the Member shall inform BCC have the opportunity (but not the obligation) until October 31, 1998 to arrange for additional Fundings into the Working Capital Reserve such that the Working Capital Reserve will be fully funded by the date provided in writing of such objection, providing reasonable detailSection 1.01(a)(ii) above. Such objection must be received by BCC within four (4) business days after receipt by Member of the Funding request and all information required to be provided. Failure by the Member to timely object to the Funding request shall constitute a waiver on the part of the Member of any right to object to such requestadditional Fundings, and the Member will thereafter timely make parties providing such additional Fundings, shall be subject in all respects to the prior written approval of BCC. Without limiting other requirements for such approval by BCC, the parties providing such additional Fundings into the Collateral Account shall execute such further instruments and documents, and agree to such additional terms, as provided BCC may reasonably request, including agreeing to be bound by provisions similar to those contained in this Agreement and the other Transaction Documents. In no event shall the MemberSection 7.02

FUNDING; CAPITALIZATION OF LESSEE; WORKING CAPITAL RESERVE. (a) The Member (jointly and severally if more than one) hereby agrees to contribute as capital to the Lessee to fund the working following capital needs of the Lessee. Such funds shall be contributed as follows: contributions: (i) 85% On the date hereof the Member shall deposit into the Collateral Account no less than the sum of $200,000; and (ii) on or before April 2, 1998 the Member shall deposit into the Collateral Account funds sufficient to make to the total amounts contributed to Lessee no less than the sum of $600,000. Time is of the working capital needs of Lessee essence with respect to each contribution described in this Section 1.01(a). (b) The contributions described in Section 1.01 (a) shall be made directly into the Cash Collateral Account. Each contribution of funds into the Cash Collateral Account as provided in this Section 1.01 is referred to herein as a "FUNDING", and the aggregate of all Fundings made is collectively referred to as the "WORKING CAPITAL RESERVE"). (c) In the event that the Member defaults in the timely payment of Fundings into the Working Capital Reserve as provided in Section 1.01 (a)(or defaults in the timely payment of fundings regarding other transactions in which Lessor has or will enter into leases with entities wholly-owned by the Member), BCC shall have the right at any time thereafter, but not the obligation, to require that the Member sell all of the Equity Interests to BCC or its designee in the manner provided for in the Option Agreement; provided, however, the purchase price for the Equity Interests (as the case may be) shall be the amount of Fundings actually deposited by the Member into the Collateral Account, plus an amount calculated on a pro rata basis as 25% per annum of the amount of funds actually contributed into the Working Capital Reserve from the proceeds date of loans made deposit through the date of closing. In such event, all terms and conditions of the sale applicable to the Member under the Senior Credit Documents (which proceeds Option shall be contributed as equity equally applicable to the sale under this Section 1.01(c), and the failure by the Member to close on such sale within 3 days after written notice from BCC (time being of the essence) shall constitute an Event of Default. (d) The Member and the Lessee acknowledge and agree that (i) each Funding constitutes the capital of Lessee and deposited in the Collateral Account as provided herein and in the Deposit Agreement) (the "Senior Loan Capital Portion") and (ii) 15% of the working capital needs of the Lessee shall be provided as equity contributions contribution of the Member to the Lessee, without the Member or its equity owner(s(ii) each Funding is not in any manner borrowing or otherwise incurring way to be construed as Indebtedness of Lessee nor to be construed as evidence of a loan from any Indebtedness to fund such portion of the working capital (the "Equity Capital Portion"). The Equity Capital Portion of the working capital shall be contributed by the Member to the Lessee, and the Lessee to the Collateral Account, on a pro rata basis with the contribution of the Senior Loan Capital Portion by the Member to the Lessee and the Lessee to the Collateral Account. In no event shall the Equity Capital Portion (iii) Lessor and the Senior Loan Capital Portion exceed in the aggregate $[__________]. Upon demand and from time to time, the Member shall provide to the Lessor and BCC evidence in reasonable form that the Member has sufficient capital to fund the Equity Capital Portion as required in this Agreement. In order for the foregoing to occur, BCC or the Management Firm will from time to time request by written Manager may (without notice to the Member Lessee or Member, and the Lessor that the foregoing Fundings be made into the Collateral Account to fund whether acting alone or together) withdraw funds from the Working Capital Reserve. No Fundings may be made into the Collateral Account until such time as BCC or the Management Firm so requests; provided, however, such request shall be made no less than seven (7) business days prior Reserve to fund Shortfalls with respect to the required time of making the Funding into the Collateral Account. Any notice of a Funding requested pursuant to this subsection shall state the total amount of the Funding being requested at that time, the date on which such Funding is to be made, wiring instructions for placement of the Funding into the Collateral Account, the total amount of Fundings that the Member may in the future be required to make into the Collateral Account pursuant to this Agreement for the Equity Capital Portion and the total amount of Fundings the Lessor may in the future be required to make into the Collateral Account under the Senior Credit Documents for the Senior Loan Capital Portion. The Funding request notice shall also state in reasonable detail the uses for the Funding, which may only include uses for the working capital needs for the Facility, including pre-opening costs, marketing costs, rental payments, employee costs, training costs and all other costs and expenses customarily incurred in connection with the start-up of the operation of an assisted care facility. If the Member has an objection to the Funding request, the Member shall inform BCC in writing of such objection, providing reasonable detail. Such objection must be received by BCC within four (4) business days after receipt by Member of the Funding request and all information required to be provided. Failure by the Member to timely object to the Funding request shall constitute a waiver on the part of the Member of any right to object to such request, and the Member will thereafter timely make Fundings into the Collateral Account Facility as provided in this Agreement the Transaction Documents and the other Transaction Lease Documents. In no event shall the Member.