Common use of Loan and Loan Documents Clause in Contracts

Loan and Loan Documents. On or before February 17, 2015 with respect to the Loans secured by the CLP Leased Properties only and March 2, 2015 with respect to all other Loans, Buyer shall request each Lender’s consent to the assumption of the Loans and Loan Documents by Buyer at Closing, the release of Sellers from all obligations that arise following Closing, and all other matters necessary to consummate the transactions contemplated by this Agreement; provided, however, with respect to the Grand Victorian Washington Property, no such applications shall be required to be submitted unless and until OSF Healthcare System declines to, or is deemed to have so declined by way of its failure to timely notify CLP Washington IL Owner, LLC of its election to, exercise its right to purchase the Grand Victorian Washington Property pursuant to the Existing Purchase Option. Thereafter, Buyer shall use diligent, good faith and commercially reasonable efforts to obtain such consents as soon as reasonably practicable. Sellers shall use good faith, commercially reasonable efforts to cooperate with and assist Buyer in obtaining such consents upon Buyer’s request, and Sellers shall provide to Buyer on or before February 10, 2015, all information required of each Seller from such Lender in connection with requesting such consents or if requested thereafter, promptly upon request. If Buyer has not obtained any such consents on or before the Closing Date (as the same may be extended pursuant to Section 5.1), then Buyer shall be deemed to have elected to have the Loan and Loan Documents satisfied and released at Closing, and Buyer shall promptly notify Sellers of same, in which case Sellers shall promptly provide prepayment notices for the Loans for which such consents have not been obtained in accordance with the terms of the applicable Loan Documents (with a copy to Buyer) to permit such Loan and Loan Documents to be satisfied and released at Closing and the terms of Section 5.4(b)(iii) and Section 6.1 shall otherwise apply with respect to such satisfaction and release. In no event shall the consent of a Lender to the assignment of the Loan to Buyer be one of Buyer’s Conditions Precedent.

Loan and Loan Documents. On or before February 174.1 Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Lender agrees to make, 2015 with respect from time to time during the Term of the Loan, revolving loans (the “Loans”) (sometimes referred to herein as “Revolving Credit Advances”) to Borrower, on the terms and provisions and subject to the Loans secured by conditions of this Agreement and the CLP Leased Properties only other Loan Documents. The maximum aggregate principal amount of such Revolving Credit Advances shall not, at any time, exceed Twenty-Five Million Dollars ($25,000,000) (the “Loan Amount”). Subject to the foregoing limitation, and March 2the other terms and provisions of this Agreement, 2015 with respect during the Term of the Loan Borrower may borrow and may repay loans hereunder, without any premium, penalty or other charges of any kind whatsoever, and may reborrow any or all of the Loan Amount as provided in Subsection 4.1(b) below. (a) Bank shall, prior to all other the Opening of the Loans, Buyer have opened the Depository Account, subject to the Bank’s compliance with Regulation F (12 CFR 206) and Bank’s internal policies related thereto. (b) Borrower shall request give Lender notice of each Revolving Credit Advance by means of an Advance Request Form containing the information required therein and delivered (by hand or by mechanically confirmed facsimile) to Lender no later than 1:00 p.m. (Dallas, Texas time) at least one Business Day before the day on which Borrower desires the Revolving Credit Advances to be funded to it by Lender. Revolving Credit Advances shall be in a minimum amount of $1,000,000. Lender at its option may accept telephonic requests for such Revolving Credit Advances, provided that such acceptance shall not constitute a waiver of Lender’s consent to the assumption of the Loans and Loan Documents by Buyer at Closing, the release of Sellers from all obligations that arise following Closing, and all other matters necessary to consummate the transactions contemplated by this Agreement; provided, however, with respect to the Grand Victorian Washington Property, no such applications shall be required to be submitted unless and until OSF Healthcare System declines to, or is deemed to have so declined by way of its failure to timely notify CLP Washington IL Owner, LLC of its election to, exercise its right to purchase the Grand Victorian Washington Property pursuant to the Existing Purchase Option. Thereafter, Buyer shall use diligent, good faith and commercially reasonable efforts to obtain such consents as soon as reasonably practicable. Sellers shall use good faith, commercially reasonable efforts to cooperate with and assist Buyer in obtaining such consents upon Buyer’s request, and Sellers shall provide to Buyer on or before February 10, 2015, all information required require delivery of each Seller from such Lender an Advance Request Form in connection with requesting subsequent Revolving Credit Advances. Any telephonic request for a Revolving Credit Advance by Borrower shall be promptly confirmed by submission of a properly completed Advance Request Form to Lender, but failure to deliver such consents or if requested thereafter, promptly upon a confirming Advance Request Form shall not be a defense to payment of the Revolving Credit Advance made in response to a telephonic request. If Buyer has not obtained Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Borrower and Lender shall have no duty to verify the origin of any such consents on communication or before the Closing Date (as identity or authority of the same may be extended pursuant Person sending it. Subject to Section 5.1)the terms and conditions of this Agreement, then Buyer each Revolving Credit Advance shall be deemed made available to have elected to have Borrower by depositing the Loan and Loan Documents satisfied and released at Closing, and Buyer shall promptly notify Sellers of same, in which case Sellers shall promptly provide prepayment notices for immediately available funds, in the Loans for which such consents have not been obtained in accordance with the terms of the applicable Loan Documents (with a copy to Buyer) to permit such Loan and Loan Documents to be satisfied and released at Closing and the terms of Section 5.4(b)(iii) and Section 6.1 shall otherwise apply with respect to such satisfaction and release. In no event shall the consent of a Lender to the assignment of the Loan to Buyer be one of Buyer’s Conditions PrecedentDepository Account.

Loan and Loan Documents. On or before February 173.01 Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms and conditions of this Agreement, 2015 Lender agrees to make a revolving credit loan to Borrower from time to time from the date hereof to and including the Maturity Date in an aggregate principal amount at any time outstanding up to but not exceeding the amount of the Commitment. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, Borrower may borrow, repay, and reborrow hereunder. a. The obligation of Borrower to repay the Revolving Credit Advances and interest thereon shall be evidenced by the Note executed by Borrower, and payable to the order of Lender, in the principal amount of the Commitment as originally in effect. Borrower shall repay the unpaid principal amount of all Advances on the Maturity Date, unless sooner due by reason of acceleration by Lender as provided in this Agreement. b. Lender agrees, upon Borrower’s compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to Borrower or its Subsidiaries and no Default or Event of Default has occurred and is continuing hereunder, to Open the Loans secured Loan. c. To the extent that Lender may have acquiesced in noncompliance with any conditions precedent to the Opening of the Loan, such acquiescence shall not constitute a waiver by Lender, and Lender may at any time after such acquiescence require Borrower to comply with all such requirements. d. Borrower shall give Lender notice of each Revolving Credit Advance by means of an Advance Request Form containing the CLP Leased Properties only information required therein and March 2delivered (by hand or by mechanically confirmed facsimile) to Lender no later than 2:00 p.m. Dallas time on a Business Day on the day on which the Revolving Credit Advance is desired to be funded. Advances shall be in a minimum amount of $100,000.00. Lender at its option may accept telephonic requests for such Advances, 2015 with respect to all other Loans, Buyer provided that such acceptance shall request each not constitute a waiver of Lender’s consent to the assumption of the Loans and Loan Documents by Buyer at Closing, the release of Sellers from all obligations that arise following Closing, and all other matters necessary to consummate the transactions contemplated by this Agreement; provided, however, with respect to the Grand Victorian Washington Property, no such applications shall be required to be submitted unless and until OSF Healthcare System declines to, or is deemed to have so declined by way of its failure to timely notify CLP Washington IL Owner, LLC of its election to, exercise its right to purchase the Grand Victorian Washington Property pursuant to the Existing Purchase Option. Thereafter, Buyer shall use diligent, good faith and commercially reasonable efforts to obtain such consents as soon as reasonably practicable. Sellers shall use good faith, commercially reasonable efforts to cooperate with and assist Buyer in obtaining such consents upon Buyer’s request, and Sellers shall provide to Buyer on or before February 10, 2015, all information required require delivery of each Seller from such Lender an Advance Request Form in connection with requesting such consents subsequent Advances. Any telephonic request for a Revolving Credit Advance by Borrower shall be promptly confirmed by submission of a properly completed Advance Request Form to Lender, but failure to deliver an Advance Request Form shall not be a defense to payment of the Advance. Lender shall have no liability to Borrower for any loss or if requested thereafterdamage suffered by Borrower as a result of Lender’s honoring of any requests, promptly upon request. If Buyer has not obtained execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Borrower and Lender shall have no duty to verify the origin of any such consents on communication or before the Closing Date (as identity or authority of the same may Person sending it. Subject to the terms and conditions of this Agreement, each Revolving Credit Advance shall be extended pursuant made available to Borrower by depositing the same, in immediately available funds, in an account of Borrower designated by Borrower maintained with Lender at its principal office. e. Subject to Section 5.1)3.04, then Buyer Borrower agrees to pay to Lender an unused facility fee on the daily average unused amount of the Commitment for the period from December 1, 2015 up to and including the Maturity Date, at the rate of 0.25% per annum based on a 360 day year and the actual number of days elapsed. For the purpose of calculating the unused facility fee hereunder, the Commitment shall be deemed to have elected to have utilized by the Loan and Loan Documents satisfied and released at Closingamount of all outstanding Advances. Accrued unused facility fees shall be payable quarterly in arrears on the first (1st) day of each April, July, October, and Buyer shall promptly notify Sellers January during the term of same, in which case Sellers shall promptly provide prepayment notices for this Agreement and on the Loans for which such consents have not been obtained in accordance with the terms of the applicable Loan Documents (with a copy to Buyer) to permit such Loan and Loan Documents to be satisfied and released at Closing and the terms of Section 5.4(b)(iii) and Section 6.1 shall otherwise apply with respect to such satisfaction and release. In no event shall the consent of a Lender to the assignment of the Loan to Buyer be one of Buyer’s Conditions PrecedentMaturity Date.

Loan and Loan Documents. On or before February 174.1 Agreement to Borrow and Lend; Lenders’ Obligation to Disburse. Subject to the terms, 2015 provisions and conditions of this Agreement and the other Loan Documents, Borrowers agree to borrow from the Lenders and each Lender agrees to lend to Borrowers the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If more than one Lender is a party hereto, the obligations of each such Lender with respect to the Loans secured by amount it has agreed to loan to Borrowers shall be several (and not joint and several) and shall be limited to its proportionate share of the CLP Leased Properties only Loan and March 2of each advance. (a) The maximum aggregate amount of the Loan shall not exceed the lesser of (i) Thirty Million and No/100 Dollars ($30,000,000.00), 2015 and (ii) sixty percent (60%) of the “leased fee” value of the Projects as determined in the Appraisal, and (iii) sixty percent (60%) of the “fee simple” value of the Projects as determined in the Appraisal. The Loan will be funded in a single lump sum advance on the Loan Opening Date. The Loan is non-revolving, and amounts repaid hereunder shall not be available for further borrowing hereunder. (b) Lenders agree, upon Borrowers’ compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to all other Loansany Borrower, Buyer shall request each Lender’s consent Guarantor or the Projects and no default or Event of Default has occurred and is continuing hereunder, to open the Loan. (c) To the extent that the Lenders may have acquiesced in noncompliance with any requirements precedent to the assumption Opening of the Loans Loan or precedent to the subsequent disbursement of the proceeds of the Loan, such acquiescence shall not constitute a waiver by Lenders, and Loan Documents by Buyer Lenders may at Closingany time after such acquiescence require Borrowers to comply with all such requirements. (d) Borrowers shall open one deposit account for each Project with Agent (each such account, a “Project Operating Account” and collectively, the release of Sellers “Project Operating Accounts”). All cash flow from all obligations that arise following Closingeach Project received by Borrowers, and all other matters necessary to consummate including, without limitation, the transactions contemplated by this AgreementLease Income, but excluding tenant security deposits referenced in (e) below, shall be deposited in the applicable Project Operating Account; provided, however, with respect that any Lender may maintain a separate account in the name of one or more Borrowers for tenant security deposits from the Projects as agreed to between Agent and such Lender. During the existence of an Event of Default, all such cash flow shall be available for payment of debt service on the Loan, and Agent, for the pro rata benefit of the 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 Borrower or Operator prior to delinquency by debiting funds on deposit in the Project Operating Accounts. Unless an Event of Default shall exist, Borrowers shall have access to and may use any or all Monthly Excess Cash Flow then held in the Project Operating Accounts for any lawful purpose which shall include, without limitation, payment of the operating expenses for the Projects, dividends, distributions or any other costs or expenses of Borrowers or Guarantors. (e) Borrowers shall open one deposit account for all Projects maintained by Synovus for the benefit of the Lenders (“Tenant Deposit Account”). All tenant security deposits under the Leases received by Borrowers shall be deposited in the tenant Deposit Account, including, without limitation, $458,431.00 on the date hereof and $76,406.00 per month for the twelve months commencing on the date hereof. For the avoidance of doubt, the rights of the Lenders in the security deposits referenced herein are subject to the Grand Victorian Washington Property, no such applications rights of Operators under the Leases. Borrowers hereby pledge the Tenant Deposit Account and all amounts held in therein to Agent for the benefit of the Lenders. The Tenant Deposit Account shall be required a blocked account held by Synovus subject to be submitted unless and until OSF Healthcare System declines to, or is deemed to have so declined by way of its failure to timely notify CLP Washington IL Owner, LLC of its election to, exercise its right to purchase the Grand Victorian Washington Property pursuant to the Existing Purchase Option. Thereafter, Buyer shall use diligent, good faith and commercially reasonable efforts to obtain such consents as soon as reasonably practicable. Sellers shall use good faith, commercially reasonable efforts to cooperate a control agreement with and assist Buyer in obtaining such consents upon Buyer’s request, and Sellers shall provide to Buyer Borrowers on or before February 10, 2015, all information required of each Seller from such Lender in connection with requesting such consents or if requested thereafter, promptly upon request. If Buyer has not obtained any such consents on or before the Closing Date (as the same may be extended pursuant to Section 5.1), then Buyer shall be deemed to have elected to have the Loan and Loan Documents satisfied and released at Closing, and Buyer shall promptly notify Sellers of same, in which case Sellers shall promptly provide prepayment notices for the Loans for which such consents have not been obtained in accordance with the terms of the applicable Loan Documents (with a copy to Buyer) to permit such Loan and Loan Documents to be satisfied and released at Closing and the terms of Section 5.4(b)(iii) and Section 6.1 shall otherwise apply with respect to such satisfaction and release. In no event shall the consent of a Lender to the assignment of the Loan to Buyer be one of Buyer’s Conditions PrecedentSynovus’ form.

Loan and Loan Documents. On or before February 171.1 Agreement to Borrow and Lend; Xxxxxx’s Obligation to Disburse. (a) Subject to the terms, 2015 provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Xxxxxx and Xxxxxx 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 Loans secured by amount it has agreed to loan to Borrower shall be several (and not joint and several) and shall be limited to its proportionate share of the CLP Leased Properties only Loan and March 2of each advance. (b) Subject to any increase of the Loan Amount in compliance with Section 4.1 set forth hereinbelow, 2015 the maximum aggregate amount of the Loan shall not exceed TEN MILLION Dollars and No/100s ($10,000,000.00). Subject to such maximum amount and the terms and conditions hereof, Borrower may borrow, prepay, and re-borrow amounts under the Loan. (c) Xxxxxx agrees, upon Xxxxxxxx’s compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to all other LoansBorrower and no Default or Event of Default has occurred and is continuing hereunder, Buyer shall request each Lender’s consent to Open the assumption Loan. (d) After the Opening of the Loans and Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan Documents by Buyer at Closingin accordance with Article IX, within three (3) Business Days after compliance with all conditions precedent thereto, provided that (i) Borrower has complied with all conditions precedent to disbursement from time to time including the release requirements of Sellers from all obligations that arise following Closing, and all other matters necessary to consummate the transactions contemplated by this AgreementArticle IX; provided, however, (ii) no Material Adverse Change has occurred with respect to the Grand Victorian Washington PropertyXxxxxxxx, no such applications shall be required to be submitted unless and until OSF Healthcare System declines toGuarantor or GLR, or is deemed to have so declined by way of its failure to timely notify CLP Washington IL Owner, LLC of its election to, exercise its right to purchase the Grand Victorian Washington Property pursuant to the Existing Purchase Option. Thereafter, Buyer shall use diligent, good faith and commercially reasonable efforts to obtain such consents as soon as reasonably practicable. Sellers shall use good faith, commercially reasonable efforts to cooperate with and assist Buyer in obtaining such consents upon Buyer’s request, and Sellers shall provide to Buyer on or before February 10, 2015, all information required of each Seller from such Lender in connection with requesting such consents or if requested thereafter, promptly upon request. If Buyer has not obtained any such consents on or before the Closing Date (as the same may be extended pursuant to Section 5.1), then Buyer shall be deemed to have elected to have the Loan and Loan Documents satisfied and released at Closing, and Buyer shall promptly notify Sellers of same, in which case Sellers shall promptly provide prepayment notices for the Loans for which such consents have not been obtained in accordance with the terms of the applicable Loan Documents (with a copy to Buyer) to permit such Loan and Loan Documents to be satisfied and released at Closing and the terms of Section 5.4(b)(iii) and Section 6.1 shall otherwise apply with respect to such satisfaction and release. In no event shall the consent of a Lender to the assignment of the Loan to Buyer be one of Buyer’s Conditions Precedent.and

Loan and Loan Documents. On or before February 174.1 Agreement to Borrow and Lend; Xxxxxx’s Obligation to Disburse. (a) Subject to the terms, 2015 provisions and conditions of this Agreement and the other Loan Documents, Xxxxxxxx agrees to borrow from Xxxxxx and Xxxxxx 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 Loans secured by amount it has agreed to loan to Borrower shall be several (and not joint and several) and shall be limited to its proportionate share of the CLP Leased Properties only Loan and March 2of each advance. (b) Subject to any increase of the Loan Amount in compliance with Section 4.1 set forth hereinbelow, 2015 the maximum aggregate amount of the Loan shall not exceed TWENTY MILLION Dollars and No/100s ($20,000,000.00). Subject to such maximum amount and the terms and conditions hereof, Borrower may borrow, prepay, and re-borrow amounts under the Loan. (c) Xxxxxx agrees, upon Xxxxxxxx’s compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to Borrower and no Default or Event of Default has occurred and is continuing hereunder, to Open the Loan. (d) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Article IX, within three (3) Business Days after compliance with all conditions precedent thereto, provided that (i) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Article IX; (iii) no Material Adverse Change has occurred with respect to Xxxxxxxx, Guarantor or IQHQ, and (iv) no Default or Event of Default exists hereunder or under any other Loans, Buyer shall request each Lender’s consent Loan Document. (e) To the extent that Lender may have acquiesced in noncompliance with any requirements precedent to the assumption Opening of the Loans and Loan Documents such acquiescence shall not constitute a waiver by Buyer at Closing, the release of Sellers from all obligations that arise following ClosingXxxxxx, and Lender may at any time after such acquiescence require Borrower to comply with all such requirements. (f) Notwithstanding anything to the contrary contained in this Agreement or in the other matters necessary Loan Documents, Borrower may, by written notice to consummate Lender, request that on the transactions contemplated by terms and subject to the conditions contained in this Agreement; providedAgreement Lender increase the Loan Amount, howeverin minimum increments of $2,500,000.00, up to an amount not exceeding Fifty Million and No/100 Dollars ($50,000,000.00), provided that (i) no Default or Event of Default has occurred and is continuing or would occur as a result of such increase, (ii) at the time of any increase, Borrower shall provide to Lender a Certificate of Compliance certifying to Lender that Borrower is in full compliance with the financial covenants set forth in Article X of this Agreement in all material respects as well as a Borrowing Base Certificate demonstrating compliance with Section 10.15, (iii) Borrower provides Lender with all reasonably requested information with respect to the Grand Victorian Washington Propertyaddition of any Collateral being added at the time of the increase, no together with such applications shall be required documentation and agreements as are reasonably necessary or desirable, in Lender's reasonable judgment, to be submitted unless and until OSF Healthcare System declines to, or is deemed to have so declined by way perfect a security interest in such additional Collateral in favor of its failure to timely notify CLP Washington IL Owner, LLC of its election to, exercise its right to purchase the Grand Victorian Washington Property pursuant to the Existing Purchase Option. Thereafter, Buyer shall use diligent, good faith and commercially reasonable efforts to obtain such consents as soon as reasonably practicable. Sellers shall use good faith, commercially reasonable efforts to cooperate with and assist Buyer in obtaining such consents upon Buyer’s requestXxxxxx, and Sellers (iv) Borrower shall provide to Buyer on or before February 10, 2015, all information required execute an amendment of each Seller from such Lender in connection with requesting such consents or if requested thereafter, promptly upon request. If Buyer has not obtained any such consents on or before the Closing Date (as the same may be extended pursuant to Section 5.1), then Buyer shall be deemed to have elected to have the Loan and Loan Documents satisfied and released at Closingin the form attached hereto as Exhibit D. Upon Borrower’s compliance with the following conditions precedent, and Buyer shall promptly notify Sellers of sameLender may, in which case Sellers its sole discretion, approve the increase in the Loan Amount, provided that: i. the Certificate of Compliance delivered to Lender shall promptly provide prepayment notices for certify that such increase in the Loans for which such consents have not Loan Amount has been obtained approved in accordance with the terms of Borrower’s organizational documents; ii. Borrower shall, for any increase, pay to Lender a commitment fee of 1% of the applicable amount by which the Loan Documents (with Amount is increased; iii. Borrower shall, for any increase, pay any and all other fees owed to Lender in connection therewith pursuant to a copy separate fee letter or otherwise agreed to Buyer) to permit such Loan and Loan Documents to be satisfied and released at Closing and the terms of Section 5.4(b)(iii) and Section 6.1 by Borrower; and iv. Borrower shall otherwise apply with respect to such satisfaction and release. In no event shall the consent of a execute and/or provide all instruments reasonably required by Lender to reflect such increase or decrease, including, without limitation, a new or amended and restated promissory note representing Xxxxxx’s commitment. (g) Notwithstanding anything to the assignment of contrary contained in this Agreement or in the other Loan Documents, Borrower may, by written notice to Lender, request that Lender decrease the Loan Amount, in minimum increments of $2,500,000.00, provided that (i) no Default or Event of Default has occurred and is continuing or would occur as a result of such decrease, and (ii) at the time of any decrease, Borrower shall provide to Buyer be one Lender a Certificate of Buyer’s Conditions PrecedentCompliance certifying to Lender that Borrower is in full compliance with the financial covenants set forth in Article X of this Agreement as well as a Borrowing Base Certificate demonstrating compliance with Section 10.15. Lender may, in its sole discretion, approve the decrease in the Loan Amount, provided that, upon such approval, Borrower shall not have the right to subsequently increase the Loan Amount pursuant to Section 4.1(f).