Limitation on Liability of Lender’s Officers, Employees, etc. Any obligation or liability whatsoever of Administrative Agent or any Lender which may arise at any time under this Agreement, any other Loan Document, or the Environmental Indemnity Agreement shall be satisfied, if at all, out of Administrative Agent’s or such Lender’s assets only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the property of any of Administrative Agent’s or such Lender’s shareholders, directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. LOAN AGREEMENT – Page 101[Summit Pxxxxxxxxx] EXECUTED as of the date first written above. ADMINISTRATIVE AGENT AND LENDER: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Jxxxx XxXxxxxx Name: Jxxxx XxXxxxxx Title: Duly Authorized Signatory LOAN AGREEMENT – Signature Page[Summit Pennington] BORROWER: SUMMIT CXXXXXXX, LLC, a Delaware limited liability company By: Summit Healthcare REIT, Inc., a Maryland corporation, its Manager By: /s/ Exxxxxxxx Xxxxxxxxxx Name: Exxxxxxxx Xxxxxxxxxx Title: Chief Financial Officer LOAN AGREEMENT – Signature Page[Summit Pxxxxxxxxx] EXHIBIT A Description of Project Borrower: Summit Cxxxxxxx, LLC Name of Project Pxxxxxxxxx Gardens Address of Project: 900 X. Xxxxxxxxxx Drive, Chandler, Arizona 85224 Number of Residential Units: 60 assisted living 26 memory care Parking Spaces: 45 (43 regular; 2 handicapped) Legal Description of Land: That portion of the Southeast quarter of the Southwest quarter of Section 32, Township 1 South, Range 5 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as follows: Beginning at the Southwest corner of the Southeast quarter of the Southwest quarter of said Section 32; Thence North 00 degrees 01 minutes 28 seconds West along the West line of the Southeast quarter of the Southwest quarter of said Section 32, a distance of 453.00 feet; Thence North 89 degrees 47 minutes 21 seconds East, along a line parallel to the South line of the Southwest quarter of said Section 32, a distance of 32.00 feet to the True Point of Beginning; Thence continuing along said line bearing North 89 degrees 47 minutes 21 seconds East, a distance of 283.00 feet; Thence South 00 degrees 01 minutes 28 seconds East, along a line parallel with the West line of the Southeast quarter of the Southwest quarter of said Section 32, a distance of 382.00 feet to a point on a line parallel and 71.00 feet North of the South line of said Section 32; Thence South 89 degrees 47 minutes 21 seconds West along said parallel line, a distance of 253.00 feet; Thence North 45 degrees 07 minutes 04 seconds West, a distance of 42.36 feet to a point on a line parallel to and 32.00 feet East of the West line of the Southeast quarter of the Southwest quarter of said Section 32; Thence continuing along said line bearing North 00 degrees 01 minutes 28 seconds West, a distance of 352.00 feet to the True Point of Beginning. LOAN AGREEMENT – Exhibit A – Page 1[Summit Pxxxxxxxxx] EXHIBIT B Loan Commitments Lender’s Name Lender’s Address for Notices Lender’s Loan Commitment Lender’s Pro Rata Share Capital One, National Association See Section 11.1 $10,050,000.00 100% LOAN AGREEMENT – Exhibit B – Page 1[Summit Pxxxxxxxxx] EXHIBIT C Form Of Assignment and Assumption This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [and] [the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.
Appears in 1 contract
Limitation on Liability of Lender’s Officers, Employees, etc. Any obligation or liability whatsoever of Administrative Agent or any Lender which may arise at any time under this Agreement, any other Loan Document, or the Environmental Indemnity Agreement shall be satisfied, if at all, out of Administrative Agent’s or such Lender’s assets only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the property of any of Administrative Agent’s or such Lender’s shareholders, directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. LOAN AGREEMENT – Page 101[Summit Pxxxxxxxxx] 104 EXECUTED as of the date first written above. ADMINISTRATIVE AGENT AND LENDERAGENT: CAPITAL ONE, NATIONAL ASSOCIATION ASSOCIATION, a national banking association By: /s/ Jxxxx XxXxxxxx Xxxxx Xxxxxxxx Name: Jxxxx XxXxxxxx Xxxxx Xxxxxxxx Title: Duly Authorized Signatory LOAN AGREEMENT – Signature Page[Summit Pennington] BORROWERSenior Director LENDERS: SUMMIT CXXXXXXXCAPITAL ONE, NATIONAL ASSOCIATION, a national banking association By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Director LENDERS (cont’d): REGIONS BANK, an Alabama banking corporation By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President BORROWERS: CCP XXXXXX 7515 LLC CCP RIVERSIDE 7516 LLC CCP WEST OAKS 7528, LLC CCP BAYTOWN 7518 LLC CCP CEDAR BAYOU 7518 LLC CCP BANDERA 7525 LLC CCP MYSTIC PARK 7526 LLC CCP PARAMOUNT SAN ANTONIO 7527 LLC CCP WEST OAKS 7517 LLC CCP WESTWOOD 7529 LLC CCP PARAMOUNT PASADENA 7536 LLC CCP POINTE 7537 LLC, each a Delaware limited liability company By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President and Treasurer Description of Projects Borrower: CCP Xxxxxx 7515 LLC, a Delaware limited liability company By: Summit Healthcare REIT, Inc., a Maryland corporation, its Manager By: /s/ Exxxxxxxx Xxxxxxxxxx Name: Exxxxxxxx Xxxxxxxxxx Title: Chief Financial Officer LOAN AGREEMENT – Signature Page[Summit Pxxxxxxxxx] EXHIBIT A Description of Project Borrower: Summit Cxxxxxxx, LLC Name of Project Pxxxxxxxxx Gardens Project: Xxxxxx Ranch Nursing & Rehab Center Address of Project: 900 X. Xxxxxxxxxx Drive0000 Xxxxx Xxxxxx Road, ChandlerXxxxxx, Arizona 85224 Xxxxxx County, Texas 78748 Number of Residential Units: 60 assisted living 26 memory care Parking Spaces: 45 (43 regular; 2 handicapped) 120 Legal Description of Land: That portion BEING 4.717 ACRES OF LAND OUT OF THE XXXXXX XXXXXX LEAGUE SURVEY NO. 2, ABSTRACT NO. 27, IN XXXXXX COUNTY, TEXAS, BEING THAT SAME TRACT CONVEYED TO VTR XXXXXX RANCH, LLC IN DEED RECORDED IN DOCUMENT NO. 2015015544, OFFICIAL PUBLIC RECORDS OF XXXXXX COUNTY, TEXAS; SAID 4.717 ACRES BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS TO WIT: BEGINNING AT A FOUND ALUMINUM MONUMENT ON THE SOUTHERN RIGHT-OF-WAY OF XXXXX XXXXXX ROAD BEING S02°46’42”E A DISTANCE OF 2.63’ FROM A FOUND IRON REBAR WITH CHAPARRAL CAP SET FOR THE NORTHWEST CORNER OF THE REMAINDER OF THE SAID 5.003 ACRE TRACT, BEING ALSO THE XXXXXXXXX XXXXXX XX X 0.000 XXXX XXXXXX DEED RECORDED IN DOCUMENT NO. 2009029056, THE NORTHEAST XXXXXX XX XXX 0 XXX XXX XXXXXXXXX XXXXXX XX X 0.166 ACRE RIGHT OF WAY DEDICATION DESCRIBED IN RANCHO ALTO PHASE IV, A SUBDIVISION RECORDED IN DOCUMENT NO. 200900036, ALL OF THE OFFICIAL PUBLIC RECORDS OF XXXXXX COUNTY, TEXAS; THENCE ALONG SAID RIGHT-OF-WAY FOR THE FOLLOWING THREE COURSES: N87°20’43”E 27.91’; THENCE S02°39’17”E 15.00’ TO A FOUND ALUMINUM MONUMENT; THENCE N87°20’43”E 322.51’ FOUND ALUMINUM MONUMENT; THENCE LEAVING SAID RIGHT-OF-WAY S02°41’13”E WITH THE COMMON LINE OF THE 5.003 ACRE TRACT AND RANCHO ALTO, PHASE ONE, A DISTANCE OF 586.04’ TO A FOUND IRON REBAR FOUND FOR THE SOUTHEAST CORNER OF THE 5.003 ACRE TRACT, BEING ALSO IN THE WEST LINE OF RANCHO ALTO, PHASE ONE, AND THE NORTHEAST CORNER OF RANCHO ALTO, PHASE II, A SUBDIVISION RECORDED IN DOCUMENT NO. 200600281 OF THE OFFICIAL PUBLIC RECORDS OF XXXXXX COUNTY, TEXAS; THENCE S87°21’25”W WITH THE COMMON LINE OF THE 5.003 ACRE TRACT AND RANCHO ALTO, PHASE II, A DISTANCE OF 349.45 FEET TO AN IRON PIPE FOUND FOR THE SOUTHEAST CORNER OF THE 5.003 ACRE TRACT, BEING ALSO AN INTERIOR CORNER OF RANCHO ALTO, PHASE II; THENCE N02°46’42”W WITH COMMON LINE OF THE 5.003 ACRE TRACT AND IN PART RANCHO ALTO, PHASE II, AND RANCHO ALTO PHASE IV, A DISTANCE OF 600.97’, TO THE POINT OF BEGINNING. CONTAINING 4.72 ACRES MORE OR LESS. EXHIBIT A-2 Description of the Southeast quarter of the Southwest quarter of Section 32, Township 1 South, Range 5 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as followsProjects Borrower: Beginning at the Southwest corner of the Southeast quarter of the Southwest quarter of said Section 32; Thence North 00 degrees 01 minutes 28 seconds West along the West line of the Southeast quarter of the Southwest quarter of said Section 32CCP Riverside 7516 LLC, a distance Delaware limited liability company Name of 453.00 feet; Thence North 89 degrees 47 minutes 21 seconds EastProject: Riverside Nursing & Rehab Center Address of Project: 0000 X. Xxxxxxxxx Xxxxx, along a line parallel to the South line Xxxxxx, Xxxxxx Xxxxxx, Texas 78741 Number of the Southwest quarter Residential Units: 122 Legal Description of said Section 32, a distance of 32.00 feet to the True Point of Beginning; Thence continuing along said line bearing North 89 degrees 47 minutes 21 seconds East, a distance of 283.00 feet; Thence South 00 degrees 01 minutes 28 seconds East, along a line parallel with the West line of the Southeast quarter of the Southwest quarter of said Section 32, a distance of 382.00 feet to a point on a line parallel and 71.00 feet North of the South line of said Section 32; Thence South 89 degrees 47 minutes 21 seconds West along said parallel line, a distance of 253.00 feet; Thence North 45 degrees 07 minutes 04 seconds West, a distance of 42.36 feet to a point on a line parallel to and 32.00 feet East of the West line of the Southeast quarter of the Southwest quarter of said Section 32; Thence continuing along said line bearing North 00 degrees 01 minutes 28 seconds West, a distance of 352.00 feet to the True Point of Beginning. LOAN AGREEMENT – Exhibit A – Page 1[Summit Pxxxxxxxxx] EXHIBIT B Loan Commitments Lender’s Name Lender’s Address for Notices Lender’s Loan Commitment Lender’s Pro Rata Share Capital One, National Association See Section 11.1 $10,050,000.00 100% LOAN AGREEMENT – Exhibit B – Page 1[Summit Pxxxxxxxxx] EXHIBIT C Form Of Assignment and Assumption This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [and] [the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.Land:
Appears in 1 contract
Limitation on Liability of Lender’s Officers, Employees, etc. Any obligation or liability whatsoever of Administrative Agent or any Lender which may arise at any time under this Agreement, any other Loan Document, or the Environmental Indemnity Agreement shall be satisfied, if at all, out of the Administrative Agent’s or such Lender’s assets only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the property of any of Administrative Agent’s or such Lender’s 105 shareholders, directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. LOAN AGREEMENT – Page 101[Summit Pxxxxxxxxx] 106 EXECUTED as of the date first written above. ADMINISTRATIVE AGENT AND LENDERAGENT: GENERAL ELECTRIC CAPITAL ONECORPORATION, NATIONAL ASSOCIATION a Delaware corporation By: /s/ Jxxxx XxXxxxxx Xxxxxx Xxxxxx Name: Jxxxx XxXxxxxx Xxxxxx Xxxxxx Title: A Duly Authorized Signatory LOAN AGREEMENT – Signature Page[Summit PenningtonLENDERS: GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: A Duly Authorized Signatory [Signatures continue on the following page.] BORROWERBORROWERS: SUMMIT CXXXXXXXARHC CTCRCNV001, LLC, a Delaware limited liability company By: Summit Healthcare REIT/s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President ARHC DMLSVNV001, Inc.LLC, a Maryland corporation, its Manager Delaware limited liability company By: /s/ Exxxxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxx Name: Exxxxxxxx Xxxxxxxxxx Xxxxxxx X. Xxxxxx Title: Chief Financial Officer LOAN AGREEMENT – Signature Page[Summit Pxxxxxxxxx] President ARHC BAPHXAZ001, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President EXHIBIT A A-1 Description of Project Projects Borrower: Summit CxxxxxxxARHC CTCRCNV001, LLC LLC, a Delaware limited liability company Name of Project Pxxxxxxxxx Gardens Facility: Xxxxxx Tahoe Specialty Medical Center Address of ProjectFacility: 900 X. Xxxxxxxxxx Drive000 Xxxxxxxxxxx Xxx, ChandlerCarson City, Arizona 85224 NV 89703 Number of Residential Units: 60 assisted living 26 memory care Parking Spaces: 45 (43 regular; 2 handicapped) Regular = 265, Handicap =27 Legal Description of Land: That portion All that certain real property situate in the County of the Southeast quarter Xxxxxx City, State of the Southwest quarter of Section 32, Township 1 South, Range 5 East of the Gila and Salt River Base and Meridian, Maricopa County, ArizonaNevada, described as follows: Beginning All that certain real property situate within portions of the NE1/4 NE1/4 of Section 18 and the NW1/4 NW1/4 Section 17, T15N, R20E, M.D.B.&M., Carson City, Nevada, more particularly described as follows: Commencing at the Southwest Northeast corner of Section 18; Thence S 81°32’46” W, 647.13 feet to the Southeast quarter TRUE POINT OF BEGINNING; Thence S 89°51’50” E, 669.12 feet; Thence S 00°28’36” W, 569.53 feet; Thence S 88°35’17” W, 176.35 feet; Thence S 89°05’51” W, 85.33 feet; Thence N 00°48’56” E 109.93 feet; Thence N 89°45’55” W, 405.77 feet; Thence N 00°10’12” E, 465.21 feet to the TRUE POINT OF BEGINNING. Said land is also shown on the Record of Survey for Carson-Tahoe Hospital filed in the Office of the Southwest quarter County Recorder of Xxxxxx City, State of Nevada, on March 13, 2008 in Book 10, page 2683 as File No. 377291 Official Records. Document No. 377734 is provided pursuant to the requirements of Section 6.NRS 111.312. Excepting therefrom that portion dedicated to Xxxxxx City for public park purposes by document recorded April 14, 2009 as Document No. 388515, Official Records, being more particularly described as follows: All that certain real property situate within portions of the NW1/4 NW1/4 Section 17 and the NE1/4 NE1/4 Section 18, T15N, R20N, M.D.B.&M., Carson City, Nevada, more particularly described as follows: Commencing at the Northeast corner of said Section 3218; Thence North 00 degrees 01 minutes 28 seconds West along S 23°44’23” W, 284.18 feet to the West line of the Southeast quarter of the Southwest quarter of said Section 32TRUE POINT OF BEGINNING; Thence N 88°57’56” E, a distance of 453.00 142.11 feet; Thence North 89 degrees 47 minutes 21 seconds EastS 00°28’36” W, along a line parallel to the South line of the Southwest quarter of said Section 32258.08 feet; Thence S 78°55’03” W, a distance of 32.00 9.77 feet; Thence N 88°39’16” W, 24.38 feet; Thence N 50°43’56” W, 78.87 feet; Thence N 86°57’23” W, 48.05 feet; Thence N 00°51’36” E, 204.36 feet to the True Point TRUE POINT OF BEGINNING. Document No. 388515 is provided pursuant to the requirements of BeginningSection 6.NRS 111.312. Together with that portion of North Minnesota Street, abandoned by “Abandonment of Public Right-of-Way” recorded July 2, 2008 as Document No. 380788, Official Records, described as follows: All that certain real property situate within a portion of the NW1/4 NW1/4 Section 17, T15N, R20E, M.D.B.&M., Carson City, Nevada, more particularly described as follows: Commencing at the Xxxxxxxxx xxxxxx xx Xxxxxxx 00, X00X, X00X, M.D.B.&M.; Thence continuing S 16°41’58” E, 100.99 feet to the TRUE POINT OF BEGINNING; Thence S 89°51’50E, 33.00 feet along said line bearing North 89 degrees 47 minutes 21 seconds Eastthe Southerly right-of-way of Xxxxxxxxxxx Way; Thence S 00°28’36” W, a distance of 283.00 166.18 feet; Thence South 00 degrees 01 minutes 28 seconds EastN 89°51’50” W, 33.00 feet along a line parallel with the West line extension of the Southeast quarter Northerly right-of-way of the Southwest quarter of said Section 32, a distance of 382.00 feet to a point on a line parallel and 71.00 feet North of the South line of said Section 32xxxx Street; Thence South 89 degrees 47 minutes 21 seconds West along said parallel lineN 00°28’36” E, a distance of 253.00 feet; Thence North 45 degrees 07 minutes 04 seconds West, a distance of 42.36 feet to a point on a line parallel to and 32.00 feet East of the West line of the Southeast quarter of the Southwest quarter of said Section 32; Thence continuing along said line bearing North 00 degrees 01 minutes 28 seconds West, a distance of 352.00 166.18 feet to the True Point TRUE POINT OF BEGINNING. Document No. 380788 is provided pursuant to the requirements of BeginningSection 6.NRS 111.312. LOAN AGREEMENT – Exhibit Together with that certain Reciprocal Access and Parking Easement Agreement executed by CCNV Venture, LP and The Gal Xxx Company recorded July 2, 2008 as Document 380787, of Official Records. APT: 1-201-30 XXXXXXX X-0 Description of Projects Borrower: ARHC DMLSVNV001, LLC, a Delaware limited liability company Name of Facility: Durgano Medical Plaza Address of Facility: 0000 X. Xxxxxx Xx., Xxx Xxxxx, Xxxxxx 00000 Number of Parking Spaces: Regular = 298, Handicap = 36 Legal Description of Land: ALL THAT LAND SITUATED IN THE COUNTY OF XXXXX, STATE OF NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THE EAST HALF (E 1/2) OF THE SOUTHWEST QUARTER (SW 1/4) OF THE SOUTHWEST QUARTER (SW 1/4) OF THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 33, TOWNSHIP 21 SOUTH, RANGE 60 EAST, M.D.M. EXCEPTING THEREFROM THE SOUTH SIXTY (60) FEET FOR ROAD PURPOSES AS DESCRIBED IN DEDICATION BY XXXXX COUNTY RECORDED JANUARY 22, 2001 IN XXXX 00000000 AS DOCUMENT 01831, OFFICIAL RECORDS. TOGETHER WITH THAT PORTION AS VACATED BY THAT CERTAIN ORDER OF VACATION, RECORDED NOVEMBER 01, 2006, IN XXXX 00000000 AS DOCUMENT NO. 0005626, OF OFFICIAL RECORDS. EXCEPTING THEREFROM THAT PORTION OF LAND DEDICATED TO COUNTY OF XXXXX BY A – Page 1[Summit Pxxxxxxxxx] EXHIBIT B Loan Commitments Lender’s GRANT, BARGAIN SALE AND DEDICATION DEED, RECORDED NOVEMBER 01, 2006 ON FILE IN XXXX 00000000 AS DOCUMENT NO. 0005628, OFFICIAL RECORDS OF XXXXX COUNTY NEVADA. SAID PARCEL BEING FURTHER DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT INTERSECTION OF THE WEST LINE OF THE EAST HALF (E 1/2) OF THE SOUTHWEST QUARTER (SW 1/4) OF THE SOUTHWEST QUARTER (SW 1/4) OF THE SOUTHWEST QUARTER (SW 1/4) OF SECTION 33, TOWNSHIP 21 SOUTH, RANGE 60 EAST, M.D.M. AND THE NORTH RIGHT OF WAY OF SUNSET ROAD AS DEDICATED IN XXXX 00000000, DOCUMENT NO. 01831, XXXXX COUNTY OFFICIAL RECORD, FROM WHICH THE SOUTHWEST CORNER OF SAID SECTION 33 BEARS SOUTH 80°41'00"” WEST FOR 351.50 FEET; THENCE ALONG SAID WEST LINE NORTH 00°22'22"” EAST, 584.51 FEET TO A POINT ON THE SOUTH LINE OF A RIGHT OF WAY DEDICATION RECORDED IN XXXX 00000000, RECORDING XX. 0000 XX XXXXXXXX XXXXXXX XX XXXXX XXXXXX, NEVADA; THENCE SOUTH 89°26'57" EAST ALONG A LINE 30 FEET SOUTH AND PARALLEL TO THE NORTH LINE OF THE AFORESAID EAST HALF (E 1/2) FOR 345.49 FEET; THENCE ALONG THE EAST BOUNDARY OF SAID EAST HALF (E 1/2) SOUTH 00°17'02"” WEST, FOR 589.29' TO A POINT ON THE NOW PRESENT NORTH RIGHT OF WAY LINE OF SUNSET ROAD PER AN ORDER OF VACATION RECORDED IN XXXX 00000000, RECORDING XX. 0000 XX XXXXXXXX XXXXXXX XX XXXXX XXXXXX, NEVADA; THENCE NORTH 89°29'18"”WEST ALONG SAID PRESENT NORTH RIGHT OF WAY LINE, SAID LINE BEING 5.00 FEET SOUTH OF AND PARALLEL TO AFOREMENTIONED FORMER NORTH RIGHT OF WAY OF SUNSET ROAD, FOR 346.40 FEET; THENCE NORTH 00°22'22" EAST ALONG AFOREMENTIONED WEST LINE FOR 5.00 FEET TO THE POINT OF BEGINNING. XXXXXXX X-0 Description of Projects Borrower: ARHC BAPHXAZ001, LLC, a Delaware limited liability company Name Lender’s of Facility: Bridges of Arcadia Address for Notices Lender’s Loan Commitment Lender’s Pro Rata Share Capital Oneof Facility: 0000 X. Xxxxxx Road, National Association See Section 11.1 $10,050,000.00 100% LOAN AGREEMENT – Exhibit B – Page 1[Summit Pxxxxxxxxx] EXHIBIT C Form Of Assignment Phoenix, AZ 85008 Number of Parking Spaces: Regular = 25, Handicap = 2 Legal Description of Land: The land situated in the County of Maricopa, State of Arizona and Assumption This Assignment and Assumption (this “Assignment and Assumption”) is dated described as follows: PARCEL 1 The North 350 feet of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][eachEast half of Xxx 0, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][eachXXXXXXXXXX XXXXX, an] “Assignee”). [It is understood and agreed that the rights and obligations according to Book 16 of [the Assignors] [and] [the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (the “Loan Agreement”)Maps, receipt page 41, records of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed considerationMaricopa County, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] AssignorArizona.
Appears in 1 contract
Samples: Loan Agreement (American Realty Capital Healthcare Trust Inc)
Limitation on Liability of Lender’s Officers, Employees, etc. Any obligation or liability whatsoever of Administrative Agent or any Lender which may arise at any time under this Agreement, any other Loan Document, or the Environmental Indemnity Agreement shall be satisfied, if at all, out of the Administrative Agent’s or such Lender’s assets only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the property of any of Administrative Agent’s or such Lender’s shareholders, directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. LOAN AGREEMENT – Page 101[Summit Pxxxxxxxxx] EXECUTED as of the date first written above. ADMINISTRATIVE AGENT AND LENDER: GENERAL ELECTRIC CAPITAL ONECORPORATION, NATIONAL ASSOCIATION a Delaware corporation, in its capacity as Administrative Agent By: /s/ Jxxxx XxXxxxxx Dxxxxx Xxxxxx Name: Jxxxx XxXxxxxx Dxxxxx Xxxxxx Title: Duly Authorized Signatory [Signatures Continued on Following Page] LOAN AGREEMENT – Signature Page[Summit PenningtonPage GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as a Lender By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Duly Authorized Signatory [Signatures Continued on Following Page] LOAN AGREEMENT – Signature Page BORROWER: SUMMIT CXXXXXXXWATERMARK PINEBROOK OWNER, LLC, a Delaware limited liability company By: Summit Healthcare REIT, Inc., a Maryland corporation, its Manager By: /s/ Exxxxxxxx Xxxxxxxxxx Dxxxx Xxxxxx Name: Exxxxxxxx Xxxxxxxxxx Dxxxx Xxxxxx Title: Chief Financial Officer Authorized Signatory LOAN AGREEMENT – Signature Page[Summit Pxxxxxxxxx] EXHIBIT A Description of Project Borrower: Summit CxxxxxxxPage Acknowledged and agreed to, LLC Name of Project Pxxxxxxxxx Gardens Address of Project: 900 X. Xxxxxxxxxx Drive, Chandler, Arizona 85224 Number of Residential Units: 60 assisted living 26 memory care Parking Spaces: 45 (43 regular; 2 handicapped) Legal Description of Land: That portion of the Southeast quarter of the Southwest quarter of Section 32, Township 1 South, Range 5 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, described as follows: Beginning at the Southwest corner of the Southeast quarter of the Southwest quarter of said Section 32; Thence North 00 degrees 01 minutes 28 seconds West along the West line of the Southeast quarter of the Southwest quarter of said Section 32, a distance of 453.00 feet; Thence North 89 degrees 47 minutes 21 seconds East, along a line parallel solely with respect to the South line of the Southwest quarter of said Section 32representations, a distance of 32.00 feet to the True Point of Beginning; Thence continuing along said line bearing North 89 degrees 47 minutes 21 seconds East, a distance of 283.00 feet; Thence South 00 degrees 01 minutes 28 seconds East, along a line parallel with the West line of the Southeast quarter of the Southwest quarter of said Section 32, a distance of 382.00 feet to a point on a line parallel warranties and 71.00 feet North of the South line of said Section 32; Thence South 89 degrees 47 minutes 21 seconds West along said parallel line, a distance of 253.00 feet; Thence North 45 degrees 07 minutes 04 seconds West, a distance of 42.36 feet to a point on a line parallel to and 32.00 feet East of the West line of the Southeast quarter of the Southwest quarter of said Section 32; Thence continuing along said line bearing North 00 degrees 01 minutes 28 seconds West, a distance of 352.00 feet to the True Point of Beginning. LOAN AGREEMENT – Exhibit A – Page 1[Summit Pxxxxxxxxx] EXHIBIT B Loan Commitments Lender’s Name Lender’s Address for Notices Lender’s Loan Commitment Lender’s Pro Rata Share Capital One, National Association See Section 11.1 $10,050,000.00 100% LOAN AGREEMENT – Exhibit B – Page 1[Summit Pxxxxxxxxx] EXHIBIT C Form Of Assignment and Assumption This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [and] [the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions covenants set forth in Annex 1 attached hereto are hereby agreed this Agreement which relate to Operating Tenant (it being understood that the foregoing acknowledgment and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed considerationagreement does not render Operating Tenant liable for any Indebtedness or other Obligations hereunder), [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as undersigned: OPERATING TENANT: WATERMARK PINEBROOK, LLC, a Lender][their respective capacities as Lenders] under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not Delaware limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.liability company By: /s/ Dxxxx Xxxxxxxxxx Name: Dxxxx Xxxxxxxxxx Title: Authorized Signatory
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Limitation on Liability of Lender’s Officers, Employees, etc. Any obligation or liability whatsoever of Administrative Agent or any Lender which may arise at any time under this Agreement, any other Loan Document, or the Environmental Indemnity Agreement shall be satisfied, if at all, out of Administrative Agent’s or such the Lender’s assets only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the property of any of Administrative Agent’s or such Lender’s shareholders, directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. LOAN AGREEMENT – Page 101[Summit Pxxxxxxxxx] 33 EXECUTED as of the date first written above. ADMINISTRATIVE AGENT AND LENDER: GENERAL ELECTRIC CAPITAL ONECORPORATION, NATIONAL ASSOCIATION a Delaware corporation By: /s/ Jxxxx XxXxxxxx Name: Jxxxx XxXxxxxx Title: Duly Authorized Signatory LOAN AGREEMENT – Signature Page[Summit Pennington] Xxxxx X. Xxxxxxxxxx Managing Director BORROWER: SUMMIT CXXXXXXX, EXTRA SPACE PROPERTIES THREE LLC, a Delaware limited liability company By: Summit Healthcare REITXxxx X. Xxxxxxxxxxx Manager EXHIBIT A-1 [LEGAL DESCRIPTION OF FOREST PARK PROJECT] THAT CERTAIN LAND SITUATED IN THE STATE OF MISSOURI, Inc.CITY OF ST. LOUIS AND DESCRIBED AS FOLLOWS: PARCEL 1: A XXX XX XXXXX 0000 XX XXX XXXX XX XX. XXXXX, XXXXXXXX, BEGINNING AT A POINT IN THE SOUTH LINE OF FOREST PARK BOULEVARD DISTANT 535 FEET EAST OF THE EAST LINE OF XXXXX AVENUE, THENCE SOUTHWARDLY PARALLEL WITH THE EAST LINE OF XXXXX AVENUE AND ALONG THE EAST LINE OF PROPERTY OF LINDE AIR PRODUCTS COMPANY 176 FEET 1-3/8 INCHES TO A POINT, THENCE SOUTHEASTWARDLY ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 232 FEET 6 INCHES TO A POINT IN THE NORTH LINE OF A 16 FOOT RAILROAD RIGHT OF WAY DISTANT 609 FEET EAST OF THE EAST LINE OF XXXXX AVENUE, THENCE EAST ALONG SAID RAILROAD RIGHT OF WAY 93 FEET 3 INCHES, TO A POINT, THENCE NORTHWEST ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 232 FEET 6 INCHES TO A POINT IN A LINE PARALLEL WITH AND DISTANT 121 FEET 3 INCHES EAST OF THE EAST LINE OF LINDE AIR PRODUCTS COMPANY AND DISTANT 9 FEET NORTH OF THE NORTH LINE OF SAID RAILROAD RIGHT OF WAY THENCE NORTH PARALLEL WITH THE EAST LINE OF LINDE AIR PRODUCTS COMPANY 184 FEET 4-7/8 INCHES TO THE SOUTH LINE OF FOREST PARK BOULEVARD, THENCE WEST ALONG THE SOUTH LINE OF FOREST PARK BOULEVARD 121 FEET 3 INCHES TO THE PLACE OF BEGINNING. PARCEL 2: A XXX XX XXXXX 0000 XX XXX XXXX XX XX. XXXXX, XXXXXXXX: STARTING AT A POINT IN THE SOUTH LINE OF FOREST PARK BOULEVARD DISTANT 535 FEET EAST OF THE EAST LINE OF XXXXX AVENUE, THENCE SOUTHWARDLY PARALLEL WITH THE EAST LINE OF XXXXX AVENUE AND ALONG THE EAST LINE OF PROPERTY OF LINDE AIRE PRODUCTS COMPANY, 176 FEET 1-3/8 INCHES TO A POINT; THENCE, SOUTHEASTWARDLY ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 232 FEET 6 INCHES TO THE POINT OF BEGINNING, AT THE NORTH LINE OF A 16 FOOT WABASH RAILROAD COMPANY RIGHT OF WAY DISTANT 609 FEET EAST OF THE EAST LINE OF XXXXX AVENUE; THENCE, SOUTHWARDLY PARALLEL WITH SAID XXXXX AVENUE A DISTANCE OF 8.0 FEET TO THE CENTERLINE OF SAID RIGHT OF WAY; THENCE, EASTWARDLY ALONG SAID CENTERLINE A DISTANCE OF 93.25 FEET TO A POINT; THENCE, NORTHWARDLY AND PARALLEL TO SAID XXXXX AVENUE A DISTANCE OF 8.0 FEET TO THE NORTH LINE OF SAID RIGHT OF WAY; THENCE WESTWARDLY ALONG THE NORTH LINE OF SAID RIGHT OF WAY A DISTANCE OF 93.25 FEET TO THE POINT OF BEGINNING. LOCATOR NO.: 0000-00-00000 PARCEL 3: EASEMENT FOR VEHICULAR INGRESS AND EGRESS, FOR THE BENEFIT OF PARCEL NO. 1, AS CREATED AND ESTABLISHED BY EASEMENT AGREEMENT FOR DRIVEWAY, DATED JUNE 26, 1986 AND RECORDED JULY 3, 1986 IN BOOK M541 PAGE 1252. EXHIBIT A-2 [LEGAL DESCRIPTION OF HALLS FERRY PROJECT] THAT CERTAIN LAND SITUATED IN THE STATE OF MISSOURI, COUNTY OF ST. LOUIS AND DESCRIBED AS FOLLOWS: PARCEL 1: XXXX 0 XXX 0 XX XXX XXXXXXXXXXXXX XX XXXXX 0 OF XXXXXXX XXXXX PLAT NO. 1, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 346 PAGE 34 OF THE ST. LOUIS COUNTY RECORDS; EXCEPTING THEREFROM THAT PART CONVEYED TO ST. LOUIS COUNTY, MISSOURI FOR WIDENING OF ST. XXX ROAD, ACCORDING TO INSTRUMENT RECORDED IN BOOK 11512 PAGE 1990. PARCEL 2: LOT IB OF THE RESUBDIVISION OF XXX 0 XX XXXXXXXXXXXXX XX XXXXX 0 XX XXXXXXX XXXXX PLAT NO. 1, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK 347 PAGE 527 OF THE ST. LOUIS COUNTY RECORDS. EXHIBIT A-3 [LEGAL DESCRIPTION OF NORTH OXFORD PROJECT] The land in Oxford, Worcester County, Massachusetts, situated on Route 20, and more particularly described in a Maryland corporationDeed of Xxxxx Xxxxxx dated February 5, its Manager By: /s/ Exxxxxxxx Xxxxxxxxxx Name: Exxxxxxxx Xxxxxxxxxx Title: Chief Financial Officer LOAN AGREEMENT – Signature Page[Summit Pxxxxxxxxx] EXHIBIT A Description 1982, and recorded at the Worcester District Registry of Project Borrower: Summit CxxxxxxxDeeds in Book 7438, LLC Name of Project Pxxxxxxxxx Gardens Address of Project: 900 X. Xxxxxxxxxx DrivePage 393, Chandler, Arizona 85224 Number of Residential Units: 60 assisted living 26 memory care Parking Spaces: 45 (43 regular; 2 handicapped) Legal Description of Land: That and also being a portion of a survey plan by Xxxxxx X. Xxxxx dated November 30, 1959; EXCEPTION therefrom the Southeast quarter following sale out to Xxxxxxx X. Xxxxxxx, by Deed of the Southwest quarter of Section 32Xxxxxxx X. Xxxxxxxx, Township 1 SouthXx., Range 5 East of the Gila dated February 16, 1984, and Salt River Base and Meridian, Maricopa County, Arizona, described as follows: Beginning recorded at the Southwest corner Worcester District Registry of the Southeast quarter of the Southwest quarter of said Section 32; Thence North 00 degrees 01 minutes 28 seconds West along the West line of the Southeast quarter of the Southwest quarter of said Section 32Deeds in Book 8093, a distance of 453.00 feet; Thence North 89 degrees 47 minutes 21 seconds East, along a line parallel to the South line of the Southwest quarter of said Section 32, a distance of 32.00 feet to the True Point of Beginning; Thence continuing along said line bearing North 89 degrees 47 minutes 21 seconds East, a distance of 283.00 feet; Thence South 00 degrees 01 minutes 28 seconds East, along a line parallel with the West line of the Southeast quarter of the Southwest quarter of said Section 32, a distance of 382.00 feet to a point on a line parallel and 71.00 feet North of the South line of said Section 32; Thence South 89 degrees 47 minutes 21 seconds West along said parallel line, a distance of 253.00 feet; Thence North 45 degrees 07 minutes 04 seconds West, a distance of 42.36 feet to a point on a line parallel to and 32.00 feet East of the West line of the Southeast quarter of the Southwest quarter of said Section 32; Thence continuing along said line bearing North 00 degrees 01 minutes 28 seconds West, a distance of 352.00 feet to the True Point of Beginning. LOAN AGREEMENT – Exhibit A – Page 1[Summit Pxxxxxxxxx] EXHIBIT B Loan Commitments Lender’s Name Lender’s Address for Notices Lender’s Loan Commitment Lender’s Pro Rata Share Capital One, National Association See Section 11.1 $10,050,000.00 100% LOAN AGREEMENT – Exhibit B – Page 1[Summit Pxxxxxxxxx] EXHIBIT C Form Of Assignment and Assumption This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [and] [the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (the “Loan Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.108;
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