Material Adverse Effect means (a) (i) prior to the Outside Date, any Material Adverse Effect of the type described in clause (a) of the definition of such term in the Investment Agreement, and (ii) on or after the Outside Date, any change, effect, event, occurrence, condition, state of facts or development that, either alone or in combination, has had, or would be reasonably expected to have a material adverse change in, or a material adverse effect upon, the operations, business, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower (provided, however, that no failure to consummate the transactions contemplated by the Investment Agreement shall constitute or be deemed to contribute to a Material Adverse Effect, or shall otherwise be taken into account in determining whether a Material Adverse Effect has occurred or would be reasonably likely to occur under this clause (a)); (b) a material impairment of the rights and remedies of the Payee under this Note, or of the ability of the Borrower or the Pledgor to perform its obligations under this Note; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower or the Pledgor of this Note.
Maturity Date means the earlier of (a) the closing date of the Contemplated Investment or (b) July 22, 2022.
Mortgage means a mortgage, deed of trust or other instrument creating a first priority lien on the Specified Subsidiary Property, securing the Borrowers Obligations to Payee under this Note, which mortgage, deed of trust or other applicable instrument is on terms and conditions satisfactory to the Payee.
Multiple on Committed Capital means a return on investment on the committed capital of the Payee in respect of the Loan, excluding any portion thereof that is applied to the payment of the Specified Payments in accordance with the Approved Budget, as reasonably calculated by Conversant.
Note means this Secured Promissory Note, as the same may be amended, supplemented or otherwise modified from time to time pursuant to the provisions hereof.
Obligations means all of the Borrowers liabilities, obligations and indebtedness to Payee under this Note (including, without limitation, the Borrowers obligation to make payments of principal (including PIK Interest), interest, Premium, fees or expenses to Payee hereunder, whether or not allowed as a claim in any Insolvency Proceeding).
Outside Date means the earlier of (i) the Outside Date (as defined in the Investment Agreement) and (ii) the date the Investment Agreement has been terminated in accordance with Section 6.1 thereof.
Person means an individual, corporation (including a business trust), partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary).
Pledgor means Capital Senior Living Properties, Inc., a Texas corporation.
Premium means a payment premium payable by the Borrower in connection with any prepayment or repayment of this Note, whether on, prior to or following the Maturity Date, in an amount equal to (i) in the case of any prepayment or repayment (including any cashless repayment of the Loan, including by issuance of Equity Interests of the Borrower or any of its subsidiaries as contemplated by the Investment Agreement or otherwise) in connection with a closing of the Contemplated Investment, such amount, if any, as would provide for a Multiple on Committed Capital of no less than 1.05x; or (ii) in the case of any other prepayment or repayment not provided for in clause (i) above, or if the Outside Date has