New Borrower: Emeritus Corporation
Loan No. 01-422824
LOAN ASSUMPTION AGREEMENT
This Loan Assumption Agreement (the
"Agreement") is made as of February 26, 1997 by
and between REDLANDS FEDERAL BANK, a federal
savings bank, formerly known as Redlands Federal
Savings and Loan Association ("Lender"), and
Emeritus Corporation, a Washington corporation
("New Borrower"), with reference to the following
facts:
A. Lender made a loan to Northwest
Retirement, an Oregon partnership (the
"Existing Borrower") in the amount of Three
Million Three Hundred Sixty Thousand Dollars
($3,360,000.00) (the "Loan"). The monthly payments
under the Loan were modified pursuant to a Memo
Modification Agreement. The Loan was made,
pursuant to the following loan documents, copies
of which are attached hereto as Exhibits "A"
through "C" and incorporated herein by this
reference (collectively the "Loan Documents"):
Exhibit Document Title Date
A Adjustable Loan Installment January
Note Multi Family 20, 1988
B Deed of Trust January
20, 1988
C Memo Modification Agreement February
26, 1998
B. New Borrower has entered into an
agreement with the Existing Borrowers to acquire
title to the Property.
C. The New Borrower desires to assume all of
Existing Borrower's obligations to Lender under
and in connection with the Loan (the
"Assumption").
D. Lender has agreed to the Assumption on
terms and conditions including the execution by
New Borrower of this Agreement.
NOW, THEREFORE, in consideration of the
premises and of the parties' mutual covenants
herein, the parties agree as follows:
1. ASSUMPTION; CONDITIONS.
(a) New Borrower hereby assumes and agrees to
perform and pay all obligations of Existing
Borrower to Lender in connection with the Loan as
specified in the Loan Documents, all as if New
Borrower had executed each of the Loan Documents.
(b) The Assumption shall take effect only
upon New Borrower's satisfaction, at its expense,
of all of the conditions set forth in the
Agreement for Modification of Loan Documents,
attached as Exhibit "D" of even date herewith.
2. ACKNOWLEDGMENTS. New Borrower
acknowledges to Lender and agrees:
(a) New Borrower has reviewed and approved,
is familiar with all of the terms
of, and has received any desired advice of counsel
concerning, each of the Loan Documents.
(b) The Loan Documents are in full force and
effect in accordance with their
express terms, without defense, offset or
counterclaim, and are unmodified in any respect
except
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as set forth in the Agreement for Modification of
Loan Documents executed by Lender and New
Borrower.
(c) No waiver, if any, by Lender of any
provision of the Loan Documents with respect to
Existing Borrower shall apply to New Borrower
unless any such waiver is set out in a writing
signed by Lender and addressed to New Borrower.
(d) This Agreement, the Loan Documents and
the Agreement for Modification of Loan Documents
together with the exhibits thereto set out the
entire agreement between Lender and New Borrower
concerning the Loan, and Lender has made no
representations, promises or agreements other than
as set forth herein or therein.
(e) Lender's consent to the Transfer and to
the Assumption is not a consent to any further or
other assumption or to any further or other
transfer of the property securing the Loan, and
Lender has no obligation to consent to any such
assumption or transfer. Neither the consent to
sale and assumption in the Deed of Trust securing
the Loan, if any, nor any other consent to
assumption has any further application.
3. CONSENT. Subject to prior satisfaction of
any conditions thereto as provided in Section 1(b)
above, Lender hereby consents to the Assumption,
and accepts New Borrower as a borrower under the
Loan Documents. The Existing Borrowers are
released from liability upon the consummation of
this Assumption and upon the satisfaction of all
the conditions set forth in this Assumption and
the Agreement for the Modification of Loan
Documents.
LENDER: REDLANDS FEDERAL BANK ,
a federal savings bank .
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President
Date: 3-13-97
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NEW BORROWER: EMERITUS CORPORATION ,
a Washington corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Its: President
Date: 3/25/97
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