HUD Loan Clause Samples

HUD Loan. Section 402.1.1.(e) is amended to add the following sentence to the end of the paragraph: “Upon the Agency’s conveyance of the Acquisition Parcels in Subarea A to the Developer, the Developer’s right to terminate this Agreement pursuant to this Section 402.1.1.(e) shall be terminated.”

HUD Loan. The Meditrust Entities shall use their best efforts to obtain the HUD Estoppel Certificate. The parties hereto acknowledge and agree that any disclosure in the HUD Estoppel Certificate of the existence of any default under the HUD Financing Documents shall not constitute a basis for the Purchaser to object to the HUD Estoppel Certificate unless any such default under the HUD Estoppel Certificate is not cured or waived in writing on or prior to the Closing Date. At the Sellers' sole cost and expense, the Sellers shall use their best efforts to obtain all consents required under the HUD Financing Documents (collectively, the "HUD Consents") to allow the assignment of the Membership Interest. The Meditrust Entities and the Purchaser agree to execute and deliver such documents, instruments, certificates and agreements as may be reasonably required pursuant to the terms of the HUD Consents, provided that the same are mutually acceptable to the Sellers and the Purchaser (collectively, the "HUD Assignment and Assumption Documents"). The Purchaser agrees to reasonably cooperate with the Sellers in connection with the Sellers' efforts to obtain the HUD Consents, which cooperation shall include, without limitation, providing any financial information pertaining to the Purchaser (or its Affiliates) requested by the HUD Mortgagee. At the Closing, the Purchaser shall be entitled to a credit toward the Purchase Price in the amount of the principal indebtedness outstanding under the HUD Financing Documents as of the Closing Date; PROVIDED, HOWEVER, that to the extent that any interest has accrued thereunder for the then current interest period in which the Closing occurs and such interest is not payable until after the Closing, THEN, there shall be no credit to the Purchase Price for such unpaid interest (as such interest payment obligation has been passed through to the applicable Tenant under the Bedford, NH Lease). In the event that, as of the Closing Date (as the same may have been extended), the Sellers have not obtained the HUD Consents, THEN, subject to the other terms and provisions hereof (a) prior to the consummation of the transaction contemplated hereunder, New Meditrust-LLC shall transfer the Meditrust-Bedford Shares to MHC, (b) the Purchaser shall be entitled to a credit to the Purchase Price at the Closing in the amount of the Allocated Value relating to the Bedford, NH Facility, (c) the Sellers shall continue to use their best efforts to obtain the HUD Co...

HUD Loan. “HUD Loan” shall mean that certain first mortgage loan in the original principal amount of Thirteen Million Six Hundred Sixteen Thousand Seven Hundred Dollars ($13,616,700), made to Seller by Pacific Commonwealth Mortgage Company, a California corporation (“Lender”) on or about July 1, 1999, guaranteed by the United States Department of Housing and Urban Development (“HUD”), which loan is secured by the Property.

HUD Loan. (a) It is anticipated that a loan from the United States Department of Housing and Urban Development (“HUD”) in the approximate amount of fourteen million dollars ($14,000,000) may be available, through the City’s Community Development Department, to partially fund the acquisition of the Site (“HUD Loan”). (b) The Agency shall make every reasonable effort to enter into a loan agreement with the City for the HUD Loan by the date provided in the Schedule of Performance on terms reasonably acceptable to the Agency. It is understood and agreed that the Agency will draw down only that portion of the HUD Loan proceeds that is needed, when added to other available Acquisition Funds, to acquire the Acquisition Parcels. The Agency and the Developer acknowledge and agree that the obtaining of the HUD Loan is subject to the final approval of HUD. (c) The Developer acknowledges and agrees that the Agency’s use of the proceeds of the HUD Loan as Acquisition Funds will cause the development of the Project to be subject to certain HUD requirements (“HUD Requirements”). The Developer agrees that it shall fully comply with those HUD Requirements in its development and operation of the Project. (d) If the Agency is unable to obtain the HUD Loan by the date provided in the Schedule of Performance, then the Agency and the Developer shall use every reasonable effort to identify and obtain other replacement funding for the HUD Loan on or before the date set forth in the Schedule of Performance for the Developer to deliver the Original Letter of Credit to the Agency, as such time may be extended in accordance with the requirements of this Agreement. (e) If the Agency is unable to obtain the HUD Loan by the date provided in the Schedule of Performance and the Agency is unable to obtain replacement funding for both the HUD Loan and the ▇▇▇ ▇▇▇▇▇ described in Section 604.2, then the Developer shall have the right to terminate this Agreement. (f) In the event the HUD Loan is obtained by the Agency, in consideration of the conveyance of the Agency Parcels and the Acquisition Parcels from the Agency to the Developer and the performance by the Agency of its obligations under this Agreement, the Developer covenants and agrees that it shall execute an assignment and assumption agreement in a form and substance approved by the Agency’s Administrator and legal counsel, by which the Developer shall expressly assume and be bound by the duty to perform the Agency’s repayment obligations under...

HUD Loan. During the Term, the Lessee shall comply with the provisions of the HUD Loan Documents as to management, distribution of revenues, operation, use, services, repair, insurance, maintenance, subletting and renting, rental and service charge rates, reports, safety, environment and health, required services, operating agreements, financial reporting, maintenance of the IPALC Lease and maintenance of the Guarantor and Affiliate entities sufficient to qualify at all times as a manager and lessee under the HUD Loan Documents and shall cause the Assets and the Assigned Rights to be in compliance with the applicable

HUD Loan. If all applicable HUD Approvals have been denied, or have not been obtained on or before November 1, 2006, and the Agreement and Plan of Merger has not been terminated prior to consummation of the DE Closing, then, as soon thereafter as is permitted by the terms of the HUD Loan, DIA shall prepay in full the HUD Loan and Sellers (other than Focus DE and DIA) shall pay all prepayment penalties, premiums, costs and expenses assessed under the HUD Loan in connection with such prepayment and if the HUD Loan is so prepaid, Purchaser shall agree to consummate the DE Transactions under the terms of the Agreement and Plan of Merger so long as all conditions to the DE Closing contained in the Agreement and Plan of Merger shall have otherwise been satisfied or are satisfied at the DE Closing.