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EXHIBIT 10.16
SUPPLEMENTARY FINANCING LOAN AGREEMENT
This Agreement, dated as of September 30, 1999, is entered into among
Third Party Investors I, LLC, a Delaware limited liability company ("Borrower"),
and Alterra Healthcare Corporation, a Delaware corporation ("Lender").
W I T N E S S E T H:
WHEREAS, Borrower has requested that Lender make loans to Borrower in
the aggregate amount of up to $ 10,000,000; and
WHEREAS, Lender is willing to make the loans to Borrower on the terms
and subject to the conditions set forth below.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
In addition to the terms defined elsewhere in this Agreement, the
following terms shall have the meanings indicated for purposes of this Agreement
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined).
"Agreement" shall mean this Loan Agreement.
"Alterra Guaranty" shall mean the Guaranty dated as of August 31,
1999 executed by Lender in favor of KCCI for the benefit of the creditors named
therein.
"Borrower" shall mean Third Party Investors I, LLC, a Delaware limited
liability company.
"Business Day" shall mean a day on which national banks are open for
the transaction of business required for this Agreement in Milwaukee, Wisconsin.
"Closing Date" shall mean the date of this Agreement.
"Development Agreement" shall mean the Development Agreements entered
into by Lender and Borrower as contemplated by Section 5.5 of the Amended and
Restated Operating Agreement of Borrower dated as of June 30, 1999.
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"Equity Pledge Agreements" shall mean that certain Second Amended and
Restated Equity Pledge Agreement dated as of the date hereof between Group One
Investors, LLC, as Pledgor, and Lender, as Pledgee and that certain Amended and
Restated Equity Pledge Agreement of even date herewith between Twin Oaks
Capital, LLC, as Pledgor, and Lender, as Pledgee.
"Event of Default" shall mean any of the events specified in Section
7.1 hereof, provided that any requirement for notice or passage of time has
been satisfied.
"Intercreditor Agreement" shall mean the Subordination and
Intercreditor dated as of September 30,1999 between Lender, KCCI and Borrower.
"KCCI" shall mean Key Corporate Capital, Inc., a Michigan corporation,
in its capacity as Administrative Agent under the Key Credit Agreement.
"Key Credit Agreement" shall mean the Master Construction Line of
Credit Agreement dated as of August 31, 1999 among the Borrower, the lending
institutions named therein, the co-agents named therein and KCCI and all of the
other Credit Documents as defined in that agreement.
"Key Loans" shall mean the loans made to Borrower pursuant to the Key
Credit Agreement.
"Key Loan Deficit" shall mean, with respect to a Project, the amount by
which the Target Loan Amount for such Project exceeds the aggregate principal
amount of the Key Project Loan permitted with respect to such Project pursuant
to the Key Credit Agreement.
"Key Project Loan" shall mean the loans made to Borrower pursuant to
the Key Credit Agreement with respect to an individual Project.
"Lender" shall mean Alterra Healthcare Corporation, a Delaware
corporation.
"Loan" and "Loans" shall have the meanings set forth in Section 2.1
hereof.
"Loan Documents" shall mean the Notes, the Equity Pledge Agreements and
any other documents executed by Borrower or its members with or for the benefit
of Lender in connection with this Agreement or the Loans.
"Management Agreements" shall mean the Amended and Restated Assisted
Living Consultant and Management Services Agreements between Lender and
Borrower, each dated as of June 30, 1999, and all other later executed similar
agreements relating to a Project.
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"Material Adverse Effect" shall mean any act, omission or undertaking
which would, singly or in the aggregate, have (or reasonably be expected to
have) a material adverse effect upon the business, assets, liabilities,
financial condition or results of operations of a Person.
"Note" shall mean the Supplementary Financing Loan Note, dated as of
the date hereof, in the aggregate principal amount of $10,000,000, made by
Borrower to the order of Lender and delivered to Lender pursuant to Section
2.1(c) hereof.
"Other Loan Agreements" shall mean the September 30, 1999 Convertible
Subordinated Loan Agreement, the December 30, 1998 and March 31, 1999 Management
Fee Loan Agreements, as amended, the December 30, 1998 and March 31, 1999
Working Capital Loan Agreements, as amended, and the June 30, 1999 Bridge
Construction Loan Agreement, as amended, in each case between the Borrower and
the Lender.
"Person" shall mean an individual, corporation, limited liability
company, partnership, trust or unincorporated organization, or a government or
any agency or political subdivision thereof.
"Project" or "Projects" shall mean the assisted living and/or dementia
care residences developed, acquired and/or operated by Borrower pursuant to the
Amended and Restated Operating Agreement of Borrower dated as of June 30, 1999.
"Project Costs" with respect to a Project shall have the meaning
ascribed thereto in the Development Agreement relating to such Project.
"Target Loan Amount" shall mean, with respect to a Project, an amount
equal to 75% of Total Costs for such Project.
"Taxes" shall mean, with respect to any Person, taxes, assessments or
other governmental charges or levies imposed upon such Person, its income or any
of its properties or assets.
"Tax Distributions" shall mean cash distributions to members of
Borrower from time to time in amounts sufficient to pay income tax liabilities
(calculated at the highest federal marginal individual tax rates plus the
highest state and local individual income taxes rates to which any member is
subject), of such members in respect of their shares of the cumulative taxable
income of the Borrower, the calculation of such distributions to take into
account both the tax benefits resulting from taxable losses of the Borrower as
well as the tax costs resulting from taxable income of the Borrower for the
current and all prior tax years, net of any such prior distributions, on a
cumulative basis.
"Total Costs" shall mean, with respect to a Project, as of any given
time the amount paid by Borrower for the acquisition of the Project plus the
aggregate Project Costs as of such time for such Project incurred after the date
of closing of the acquisition of such Project by Borrower.
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"Unmatured Event of Default" shall mean any event or condition which,
with the lapse of time or giving of notice to Borrower contemplated hereby,
would constitute an Event of Default.
ARTICLE II
COMMITMENT TO LEND, BORROWING PROCEDURES, ETC.
Section 2.1 Loans
(a) Amount. Lender agrees, upon the terms and conditions herein set
forth, to make a loan or loans to Borrower from time to time and from the
Closing Date until ten (10) days after Borrower has notice that no further
advances of loan proceeds are available under the Key Credit Agreement, each in
a principal amount up to, but not exceeding, the amount of the Key Loan Deficit
for any Project, provided that the aggregate principal amount of such loans for
any Project shall not exceed 25% of the Total Costs of such Project and the
aggregate principal amount of all loans for all Projects then outstanding shall
not exceed Ten Million Dollars ($10,000,000) (the "Commitment") (each such loan
is herein referred to as the "Loan," all such loans are herein referred to as
"Loans," and the aggregate amount of all such Loans outstanding from time to
time, the "Loan Amount").
(b) Borrowings. In the event that Borrower shall elect to borrow
pursuant hereto, the Borrower shall give written notice to the Lender not later
than three (3) Business Days prior to the proposed date of such borrowing. Each
such notice of borrowing shall be by telecopy, promptly confirmed by letter, and
shall specify therein: (i) the date of such proposed borrowing, which shall be a
Business Day; (ii) the amount of such proposed borrowing which, when aggregated
together with the amount of all Loans then outstanding, shall not exceed the
Commitment; and (iii) the bank account or accounts to which the proceeds of such
Loan should be paid by Lender. The obligations of Borrower to repay the Loans
shall be evidenced by Borrower's promissory note in the form attached hereto as
Exhibit A, dated the Closing Date and payable to the order of Lender for the
principal sum of $10,000,000 or such Loan Amount as shall be outstanding
hereunder from time to time, with interest as therein provided.
(c) Payments. Unless payment of the Loans are accelerated upon
occurrence of an Event of Default pursuant to Section 7.2 hereof, i) the
aggregate outstanding principal amount of the Loans relating to a Project,
together with all accrued and unpaid interest thereon, shall be due and payable
in full on the maturity date of the Key Project Loan for such Project, and ii)
accrued interest on Loans relating to a Project shall be payable quarterly;
provided that, while the Intercreditor Agreement is in effect, no such principal
and interest shall be payable to the extent and for the period that the
Intercreditor Agreement prohibits such payment. However, if the Intercreditor
Agreement's payment prohibition is not due to the default of the Lender under
the Guaranty or to the breach of the Lender under any Management Agreement or
Development Agreement, then such amounts due and payable but so prohibited shall
be deemed paid on the date due with proceeds of, and shall be deemed advances
under the Convertible Subordinated Loan Agreement dated the date of this
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Agreement between the Lender and the Borrower.
(d) Interest Rate. The Loans shall bear interest, during the period
from and including the date of funding to (but not including) the date the Loans
are paid in full, at the per annum rate set forth in the Note.
Section 2.2 Prepayment.
The principal amount of the Loans may be repaid or prepaid in full or
in part at any time prior to the date payments of principal are due, without
premium or penalty.
Section 2.3 Manner of Payment.
(a) Each payment (including prepayments) by Borrower on account of
the principal or interest on the Loans shall be made on the dates specified for
payment under this Agreement (or, as to prepayments, any date specified by
Borrower) to the Lender in lawful money of the United States of America in
immediately available funds.
(b) If any payment under this Agreement shall be specified to be made
upon a day which is not a Business Day, it shall be made on the next succeeding
day which is a Business Day, and such extension of time shall in such case be
included in computing interest, if any, in connection with such payment.
(c) Amounts received by Lender with respect to Loans shall be applied
in the following order of priority: (i) to the payment of all amounts then due
and payable under this Agreement other than interest or principal; (ii) to the
payment of interest then due and payable on the Loans; and (iii) to the
repayment or prepayment of the principal balance of the Loans.
Section 2.4 Basis of Calculation of Interest.
All interest payable hereunder shall be calculated on the basis of the
360/365 method, which computes a daily amount of interest for a hypothetical
year of 360 days, then multiplies such amount by the actual number of days
elapsed in an interest calculation period.
Section 2.5 Maximum Interest Rate.
In no event shall the amount of interest due or payable under the Note
exceed the maximum rate of interest allowed by applicable law, and in the event
that any such payment is inadvertently paid by Borrower or inadvertently
received by Lender, then such excess sum shall be credited as a payment of
principal, unless Borrower shall notify Lender, in writing, that Borrower elects
to have such excess sum returned to it forthwith. It is the express intent
hereof that Borrower not pay, and that Lender not receive, directly or
indirectly, in any manner whatsoever, interest in excess of that which would
lawfully be paid by Borrower under applicable law.
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ARTICLE III
CLOSING DELIVERIES
The following deliveries shall be made simultaneously with the
execution of this Agreement:
Section 3.1 The Note.
Borrower shall deliver to Lender the Note duly executed and dated as of
the Closing Date.
Section 3.2 Equity Pledge Agreements.
The holders of all of the outstanding member interests in the Borrower
(other than the Lender) shall execute and deliver to Lender the Equity Pledge
Agreements dated as of the Closing Date, such agreements to be in form and
substance satisfactory to the Lender. The Borrower, by its execution of the
Equity Pledge Agreements, shall acknowledge the terms and provisions of such
agreement.
Section 3.3 Evidence of Approvals.
Lender shall have received from the Borrower copies of all such
documents and other evidence that it may reasonably request to confirm the
Borrower's authority to enter into the Agreement and the transactions
contemplated hereby, and to fully perform its obligations hereunder and
thereunder.
Section 3.4 Loan Amount.
Lender shall at all times keep adequate records by which the Loan
amount related to each Project may be ascertained.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1 Representations and Warranties.
Borrower hereby represents and warrants that:
(a) Organization; Power; Qualification. Borrower is a Delaware
limited liability company duly organized, validly existing and in good standing
under the laws of the state of Delaware, has the power and authority, to own or
lease and operate its properties and to carry on its businesses as now being and
hereafter proposed to be conducted and is duly qualified and is in good standing
as a foreign limited liability company, and is authorized to do business, in
each jurisdiction in which the character of its properties or the nature of its
business
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requires such qualification or authorization, and on which failure to so qualify
would have a Material Adverse Effect on Borrower.
(b) Execution and Enforceability. This Agreement has been duly
executed and delivered by Borrower, and is, and each of the Loan Documents to
which Borrower is a party is, a legal, valid and binding obligation of Borrower,
enforceable in accordance with its terms, subject, as to enforcement of
remedies, to the following qualifications: (i) the application of equitable
principals, whether applied in equity or at law, and (ii) limitations by
bankruptcy, insolvency, liquidation, reorganization, reconstruction and other
similar laws effecting enforcement of creditors' rights generally.
(c) Authorization. Borrower is duly authorized to execute, deliver
and perform its obligations under this Agreement and the Loan Documents. The
execution, delivery and performance by Borrower of this Agreement and the Loan
Documents do not and will not require any consent or approval of any
governmental agency or authority.
(d) No Conflicts. The execution, delivery and performance by the
Borrower of this Agreement and the Loan Documents (i) do not and will not
conflict with: (A) any provision of law, (B) the Borrower's operating agreement
or the Delaware Limited Liability Company Act, (C) any material agreement
binding upon Borrower, or (D) any court or administrative order or decree
applicable to Borrower, and (ii) do not and will not require, or result in, the
creation or imposition of any lien on any asset of Borrower.
ARTICLE V
AFFIRMATIVE COVENANTS
From the date of this Agreement and thereafter until all Loans pursuant
to this Agreement, and all interest thereon, are paid in full, and unless Lender
shall otherwise consent in writing:
Section 5.1 Notices.
Borrower shall notify the Lender in writing of any of the following
immediately upon learning of the occurrence thereof, describing the same and, if
applicable, the steps being taken with respect thereto:
(a) Default. The occurrence of an Event of Default or Unmatured
Event of Default;
(b) Litigation. The institution of any litigation, arbitration
proceeding or governmental proceeding which would constitute a Material Adverse
Effect on the Borrower;
(c) Material Adverse Change. The occurrence of a material adverse
change in the business, operations or financial condition of Borrower; or
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(d) Other Events. The occurrence of such other events as the Lender
may from time to time reasonably specify regarding the financial condition of
Borrower.
Section 5.2 Existence.
Borrower shall maintain and preserve its existence as a limited
liability company, and all rights, privileges, licenses, patents, patent rights,
copyrights, trademarks, tradenames, and other authority to the extent material
and necessary for the conduct of its business in the ordinary course as
conducted from time to time.
Section 5.3 Books, Records and Access.
Borrower shall maintain accurate books and records in conformance with
its method of income tax accounting. Within 15 days after receiving written
notice from Lender, Borrower shall permit reasonable access by the Lender to the
books and records of Borrower during normal business hours and permit the Lender
to make reasonable copies of such books and records.
Section 5.4 Insurance.
Borrower shall maintain insurance to such extent and against such
hazards and liabilities as is commonly maintained by companies similarly
situated.
Section 5.5 Repair.
Borrower shall maintain, preserve and keep its properties in good
repair, working order and condition, and from time to time make all necessary
and proper repairs, renewals, replacements, additions, betterments and
improvements thereto so that at all times the efficiency thereof shall be fully
preserved and maintained except for where the failure to comply with this
Section 5.5, individually or in the aggregate, does not have a Material Adverse
Effect on Borrower.
Section 5.6 Taxes.
Borrower shall pay when due, all of its Taxes, unless and only to the
extent that Borrower is contesting such Taxes in good faith and by appropriate
proceedings and Borrower has set aside in its books reasonable reserves
therefor.
Section 5.7 Compliance.
Borrower shall comply with all statutes and governmental rules and
regulations applicable to it, except where the failure to comply with this
Section 5.7, individually or in the aggregate, does not have a Material Adverse
Effect on the Borrower.
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ARTICLE VI
NEGATIVE COVENANTS
From the date of this Agreement and thereafter until the Loan Amount,
and all interest thereon, is paid in full, and unless Lender shall otherwise
consent in writing:
Section 6.1 Liquidation, Merger or Sale.
Borrower shall not, without the prior written consent of Lender:
(a) liquidate or dissolve itself (or suffer any liquidation or
dissolution) or otherwise windup its affairs;
(b) sell, lease, abandon, transfer or otherwise dispose of any real
property or of any personal property in violation of the Key Credit Agreement;
(c) be party to any merger or consolidation; or
(d) unless all of the Loans under this Agreement and all other loans
under the Other Loan Agreements related to a Project are paid in full, sell,
transfer, or distribute such Project.
Section 6.2 Liens.
Borrower shall not create, incur or suffer to exist, any lien
(including, without limitation, any pledge, assignment, mortgage, title
retaining contract or other type of security interest) to exist on any of the
assets or property (real, personal or mixed, tangible or intangible) of the
Borrower, other than:
(i) Liens for Taxes not delinquent or for Taxes being contested
in good faith by appropriate proceedings and as to which adequate
financial reserves have been established on Borrower's books and
records;
(ii) Liens created in connection with workmen's compensation,
unemployment insurance, and social security, or to secure the
performance of bids, tenders or contracts (other than for the repayment
of borrowed money), leases, statutory obligations, surety and appeal
bonds, and other obligations of like nature made in the ordinary course
of business;
(iii) Liens in favor of the Collateral Agent pursuant to the Key
Credit Agreement;
(iv) Liens created in connection with purchase money mortgages or
security interests granted to secure the purchase price of assets, the
purchase of which does not violate this Agreement or any instrument
required hereunder; or
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(v) Liens allowed under the Key Credit Agreement.
Section 6.3 Distributions.
Other than Tax Distributions, Borrower shall not make any distribution,
directly or indirectly, whether in cash or in other property, on account of or
for the benefit of its members unless Borrower on or before the date of the
distribution has paid in full all loans (including accrued interest) related to
the Project involved in the distribution which loans are then owed to Lender
under this Agreement and any of the Other Loan Agreements.
ARTICLE VII
EVENTS OF DEFAULT & REMEDIES
Section 7.1 Events of Default.
An Event of Default shall have occurred under this Agreement:
(a) Non-payment. If Borrower shall default in the payment when due of
any principal of, or interest on, the Loan, and such default shall not be cured
within three (3) Business Days following notice thereof from Lender.
(b) Insolvency. If Borrower becomes insolvent, or generally fails to
pay, or admits in writing its inability to pay, its debts as they mature, or
applies for, consents to, or acquiesces in, the appointment of a trustee,
receiver or other custodian for Borrower or for a substantial part of the
property of Borrower, or makes a general assignment for the benefit of
creditors; or, in the absence of such application, consent or acquiescence, a
trustee, receiver or other custodian is appointed for Borrower or for a
substantial part of the property of the Borrower and is not discharged within
sixty days; or any bankruptcy, reorganization, debt arrangement or other
proceeding under any bankruptcy or insolvency law, or any dissolution or
liquidation proceeding, is instituted by or against Borrower and, if instituted
against Borrower, is consented to or acquiesced in by Borrower or remains for
sixty days undismissed; or any warrant of attachment or similarly legal process
is issued against any substantial part of the property of Borrower which is not
released within sixty days of service.
(c) Representations and Warranties. If any representation or warranty
made under this Agreement or any statement in any certificate given directly by
Borrower (and not by Lender as Borrower's agent under any Development Agreement
or Management Agreement) hereunder shall be untrue, incorrect or misleading in
any material respect when made or given.
(d) Covenants. If Borrower shall default in the performance or
observance of any covenant set forth in Article V or Article VI hereof (except
in each case to the extent such default is due to Lender's breach under any
Development Agreement or Management Agreement) and, with respect to any covenant
set forth in Section 5.1, 5.3, 5.4, 5.5, 5.6, or 5.7, such default shall not be
cured within thirty (30) days following notice thereof from Lender to Borrower.
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(e) If there is an event of default under any of the Loan Documents,
subject to any applicable period of grace.
Section 7.2 Remedies.
If an Event of Default shall have occurred and shall be continuing,
Lender shall have the right at its option, and in its sole discretion, to
declare all amounts outstanding under the Note and this Agreement to be
immediately due and payable (except that if an event described in Section 7.1(b)
occurs, all amounts outstanding under the Note and this Agreement shall
automatically become immediately due and payable). Lender shall promptly advise
Borrower, in writing, of any such declaration, but failure to do so shall not
impair the effect of such declaration. Lender shall also be entitled to exercise
any and all remedies available to it, at law or equity.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Waiver and Amendments.
No failure or delay on the part of Lender in the exercise of any power
or right, and no course of dealing between Borrower and Lender, shall operate as
a waiver of such power or right, nor shall any single or partial exercise of any
power or right preclude other or further exercise thereof or the exercise of any
other power or right. Remedies provided for herein are cumulative and not
exclusive of any remedies which may be available to the Lender at law or in
equity. No notice to or demand on the Borrower required hereunder or under the
Note shall in any event entitle Borrower to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the right of
Lender to any other or further action and any circumstances without notice or
demand. No amendment, modification or waiver of, or consent with respect to, any
provision of this Agreement or the Note shall in any event be effective unless
the same shall be in writing and signed and delivered by the party affected by
such amendment or modification or making the waiver. Any waiver of any provision
of this Agreement or the Note, and any consent to any departure by Borrower from
the terms of any provision of this Agreement or the Note, shall be effective
only in the specific instance and for the specific purpose for which given.
Section 8.2 Notices
All notices and other communications required or permitted under this
Agreement shall be in writing and, if mailed by prepaid first-class mail, or
certified mail, return receipt requested, shall be deemed to have been received
on the earlier of the date shown on the receipt or three (3) Business Days after
the post-xxxx date thereof and, if by telecopy, shall be followed forthwith by
letter and shall be deemed to have been received upon dispatch and
acknowledgment of receipt by the recipient's telecopier machine. In addition,
notices hereunder may be delivered by hand in which event the notice shall be
deemed effective when
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delivered or by overnight courier, in which event the Notice shall be deemed
delivered the Business Day after it is accepted by the courier for next day
delivery. All notices and other communications under this Agreement shall be
given to the parties hereto at the following addresses:
(i) If to Borrower:
Third Party Investors I, LLC
c/o Twin Oaks Capital, LLC
0000 Xxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx
Fax: (000) 000-0000
with a copy to (which shall not constitute notice):
Xxxxx & Xxxxx
000 Xxxxxx, X.X., Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
(ii) If to Lender:
Alterra Healthcare Corporation
000 X. Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
Attn: President and CEO
Fax: 000-000-0000
with a copy to (which shall not constitute notice):
Xxxxxx & Xxxxxx LLP
000 Xxxxxxxxx Xxxxxx, X.X.
0000 Xxxxxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxx, Esq.
Fax: 000-000-0000
Any party hereto may change the address to which notices shall be directed
under this Section by giving written notice of such change to the other parties.
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Section 8.3 Severability.
Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction, shall as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.
Section 8.4 Governing Law.
This Agreement shall be construed under and governed by the laws of the
state of Wisconsin, without giving effect to its principles of conflicts of
laws.
Section 8.5 Successors and Assigns.
This Agreement shall be binding upon Borrower and Lender and their
respective successors and assigns, and shall inure to the benefit of Borrower
and Lender and their successors and assigns. Neither Borrower nor Lender shall
assign its rights or delegate its duties hereunder without the consent of the
other party.
Section 8.6 Headings.
Headings used in this Agreement are for convenience only and shall not
be used in connection with the interpretation of any provision hereof.
Section 8.7 Counterparts.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which counterparts shall
together constitute one and the same instrument.
Section 8.8 Expenses.
In any litigation or other dispute resolution proceeding relating to
this Agreement or any of the Loan Documents, the prevailing party shall be
entitled to be awarded from the other party all of the prevailing party's
reasonable costs and expenses (including reasonable fees and expenses of
counsel).
[Signature Page Follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by the undersigned thereunto duly authorized as of the
date first written above.
ALTERRA HEALTHCARE CORPORATION,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Senior Vice President
THIRD PARTY INVESTORS I, LLC,
AS BORROWER
BY: TWIN OAKS CAPITAL, LLC, ITS MANAGER
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
President
