9.8
Notices
66
9.9
No Third Party Reliance
68
9.10
Time of the Essence
68
9.11
No Oral Modifications
68
9.12
Captions
68
.
EXHIBITS
EXHIBIT A-1 PROJECT BUDGET
EXHIBIT A-2 PROJECT PHASE 1-IF BUDGET
EXHIBIT B FORM OF DRAW REQUEST
EXHIBIT C LEGAL DESCRIPTION
EXHIBIT D SWORN CONSTRUCTION COST STATEMENT
EXHIBIT E INSURANCE REQUIREMENTS
EXHIBIT F OWNERSHIP CHART
EXHIBIT G CERTIFICATE OF COMPLIANCE
EXHIBIT H ESCROW ACCOUNT PLEDGE AGREEMENT
SCHEDULES
SCHEDULE 4.5
LITIGATION
SCHEDULE 4.29
SUBSIDIARIES
SCHEDULE 4.30
LEASES
SCHEDULE 4.32
INDEBTEDNESS
AMECURRENT 730583076.3 21-Nov-18 18:51 18600344
730583076.5
CONSTRUCTION AND TERM LOAN AGREEMENT
THIS CONSTRUCTION AND TERM LOAN AGREEMENT (this "Agreement") is made and entered
into this 21 day of December, 2018, by and between LCS-WESTMINSTER PARTNERSHIP
IV LLP, an Iowa limited liability partnership (the "Borrower"), whose address is
400 Locust Street, Suite 820, Des Moines, IA 50309, and NATIONAL HEALTH
INVESTORS, INC., a Maryland corporation (the "Lender"), whose address is 222
Robert Rose Drive, Murfreesboro, Tennessee 37129.
Borrower has requested that the Lender provide to Borrower (a) a term loan
("Loan A") in the maximum principal sum of up to $118,800,000 for the purpose of
refinancing existing debt of the Borrower, funding approved hard and soft costs
incurred in completing the construction of the Phase 1-IF Portions of the
Facility (as hereinafter defined) as set forth in the Project Phase 1-IF Budget
(as hereinafter defined) and funding approved hard and soft costs of developing
and constructing the Phase 2 Expansion (as hereinafter defined) as set forth in
the Project Budget (as hereinafter defined) and (b) a construction loan ("Loan
B" and together with Loan A, the "Loans" and each individually, a "Loan") in the
maximum principal sum of up to $61,200,000 for the purpose of funding approved
hard and soft costs of developing and constructing the Phase 2 Expansion as set
forth in the Project Budget.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Advances (as hereinafter defined) to be made by
Lender pursuant to this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
DEFINITIONS:
For purposes of this Agreement, the following terms shall have the following
respective meanings, unless the context hereof clearly requires otherwise:
"Accessibility Regulation": means any federal, state or local law, statute,
code, ordinance, rule, regulation or requirement including, without limitation,
under the United States Americans With Disabilities Act of 1991, as amended,
(the "ADA") relating to accessibility to facilities or properties for disabled,
handicapped, physically challenged persons or other persons covered by the ADA.
"Accounts": The Borrower's accounts receivable (including healthcare insurance
receivables and Medicare or other governmental healthcare payments, if any), and
other rights to payment arising from the Facility now existing or hereafter
arising and whether or not for the sale or provision of goods or services to
residents or patients, including, but not limited to occupancy charges of all
kinds (including, without limitation, Initial Entrance Fee Receipts, Entrance