will allow such Lender or the Agent, as applicable, to identify the
Borrower in accordance with the Patriot Act.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, each of the undersigned have caused this Agreement to be
executed by its duly authorized representatives as of the date first set forth
above.
BORROWER:
NORTHSTAR HEALTHCARE INCOME OPERATING PARTNERSHIP, LP,
a Delaware limited partnership
By:
NorthStar Healthcare Income, Inc.,
its general partner
By:
/s/ Daniel R. Gilbert
Name: Daniel R. Gilbert
Title: Chief Executive Officer
[Signatures Continued on Next Page]
AGENT AND LENDERS:
KEYBANK NATIONAL ASSOCIATION,
individually as a Lender and as the Agent
By:
/s/
Amy L. MacLearie
Name: Amy L. MacLearie
Title: AVP Senior Closing Officer
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F
EXHIBIT G
EXHIBIT H
EXHIBIT I
EXHIBIT J
EXHIBIT K
EXHIBIT L
EXHIBIT M
SCHEDULE 1.1
SCHEDULE 4.3
SCHEDULE 5.3
SCHEDULE 6.3
SCHEDULE 6.5
SCHEDULE 6.6
SCHEDULE 6.7
SCHEDULE 6.10
SCHEDULE 6.14
SCHEDULE 6.20(a)
SCHEDULE 6.20(b)
SCHEDULE 6.21
SCHEDULE 6.22
SCHEDULE 6.24
SCHEDULE 6.32
EXHIBITS AND SCHEDULES
Exhibit A
FORM OF JOINDER AGREEMENT
Exhibit B
FORM OF REVOLVING CREDIT NOTE
Exhibit C
FORM OF SWING LOAN NOTE
Exhibit D
FORM OF REQUEST FOR REVOLVING CREDIT LOAN
Exhibit E
FORM OF LETTER OF CREDIT REQUEST
Exhibit F
FORM OF LETTER OF CREDIT APPLICATION
Exhibit G
FORM OF BORROWING BASE CERTIFICATE
Exhibit H
FORM OF COMPLIANCE CERTIFICATE
Exhibit I
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
Exhibit J
FORM OF ASSIGNMENT OF DOCUMENTS
Exhibit K
FORM OF ASSIGNMENT OF LEASES AND RENTS
Exhibit L
FORM OF MORTGAGE
Exhibit M
FORM OF INDEMNITY AGREEMENT
Schedule 1.1
LENDERS AND COMMITMENTS
Schedule 4.3
ACCOUNTS
Schedule 5.3
ELIGIBLE REAL ESTATE QUALIFICATION DOCUMENTS
Schedule 6.3
TITLE TO PROPERTIES
Schedule 6.5
NO MATERIAL CHANGES
Schedule 6.6
TRADEMARKS, TRADENAMES
Schedule 6.7
PENDING LITIGATION
Schedule 6.10
TAX STATUS
Schedule 6.14
CERTAIN TRANSACTIONS
Schedule 6.20(a)
SUBSIDIARIES OF REIT
Schedule 6.20(b)
UNCONSOLIDATED AFFILIATES OF REIT AND ITS SUBSIDIARIES
Schedule 6.21
LEASES
Schedule 6.22
PROPERTY
Schedule 6.24
OTHER DEBT
Schedule 6.32
HEALTHCARE REPRESENTATIONS
§1.
DEFINITIONS AND RULES OF INTERPRETATION
1
§1.1
Definitions
1
§1.2
Rules of Interpretation
34
§2.
THE CREDIT FACILITY
36
§2.1
Revolving Credit Loans
36
§2.2
[Intentionally Omitted.]
37
§2.3
Facility Unused Fee
37
§2.4
Reduction and Termination of the Commitments
37
§2.5
Swing Loan Commitment
38
§2.6
Interest on Loans
40
§2.7
Requests for Revolving Credit Loans
41
§2.8
Funds for Loans
41
§2.9
Use of Proceeds
42
§2.10
Letters of Credit
42
§2.11
Increase in Total Commitment
45
§2.12
Extension of Maturity Date
48
§2.13
Defaulting Lenders
48
§3.
REPAYMENT OF THE LOANS
52
§3.1
Stated Maturity
52
§3.2
Mandatory Prepayments.
52
§3.3
Optional Prepayments
53
§3.4
Partial Prepayments
53
§3.5
Effect of Prepayments
53
§4.
CERTAIN GENERAL PROVISIONS
53
§4.1
Conversion Options
53
§4.2
Fees
54
§4.3
Funds for Payments
54
§4.4
Computations
57
§4.5
Suspension of LIBOR Rate Loans
57
§4.6
Illegality
57
§4.7
Additional Interest
57
§4.8
Additional Costs, Etc.
58
§4.9
Capital Adequacy
59
§4.10
Breakage