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EXHIBIT 10.2
GUARANTY OF PAYMENT
THIS GUARANTY OF PAYMENT (this "Agreement") is made this 8th day of May,
2001, by SUNRISE ASSISTED LIVING, INC., a corporation organized under the laws
of the State of Delaware (the "Guarantor") in favor of CHEVY CHASE BANK, F.S.B.,
a federal savings bank, its successors and assigns (the "Lender").
IN ORDER to induce the Lender to make a loan of $8,100,000 (the "Loan") to
Sunrise Fairfax Assisted Living, L.L.C., a limited liability company organized
under the laws of the Commonwealth of Virginia (the "Borrower") and in
connection therewith to accept a Deed of Trust Note in the original principal
amount of $4,000,000 and a Deed of Trust Note in the original principal amount
of $4,100,000 (collectively, the "Note") and a Deed of Trust, Assignment,
Security Agreement and Fixture Filing (the "Deed of Trust") securing the
aggregate principal sum of $8,100,000, each dated of even date herewith, made by
the Borrower, the Guarantor hereby covenants and agrees with the Lender as
follows:
1. Guaranty.
The Guarantor hereby unconditionally and irrevocably guarantees to the
Lender: (a) the due and punctual payment in full (and not merely the
collectibility) of the principal of the Note and the interest thereon, in each
case when due and payable, whether on any installment payment date or at the
stated or accelerated maturity, all according to the terms of the Note and the
Deed of Trust; (b) the due and punctual payment in full (and not merely the
collectibility) of all other sums and charges which may at any time be due and
payable in accordance with, or secured by, the Note, the Deed of Trust or any
other document evidencing or securing the Loan (together with the Note and the
Deed of Trust, the "Financing Documents"); (c) the due and punctual performance
of all of the other terms, covenants and conditions contained in the Note and
the other Financing Documents, on the part of the Borrower or any subsequent
owner of the property more particularly described in the Deed of Trust (the
"Property") to be performed.
2. Guaranty Unconditional.
The Guarantor expressly agrees that the Lender may, in its sole and
absolute discretion, without notice to or further assent of the Guarantor,
except as specifically set forth herein, and without in any way releasing,
affecting or impairing the obligations and liabilities of the Guarantor
hereunder: (a) waive compliance with, or any defaults under, or grant any other
indulgences with respect to, the Financing Documents; (b) modify, amend, change
or terminate any provisions of the Financing Documents; (c) grant extensions or
renewals of or with respect to the Note or the other Financing Documents; (d)
effect any release, subordination, compromise or settlement in connection with
the Note and the other Financing Documents; (e) agree to the substitution,
exchange, release or other disposition of all or any part of the Property, or
any other collateral for the Loan; (f) make advances for the purpose of
performing any term or covenant contained in any of the Financing Documents with
respect to which the Borrower or the then owner of the Property shall be in
default; (g) assign or otherwise transfer the Financing Documents or this
Agreement or any interest therein or herein; (h) deal in all respects with the
Borrower or the then owner of the Property as if this Agreement were not in
effect; and (i) effect any release, compromise or settlement with any other
guarantor. The obligations of the
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Guarantor under this Agreement shall be unconditional, irrespective of the
genuineness, validity, regularity or enforceability of the Note or the Deed of
Trust, or any security given therefor or in connection therewith, or any other
circumstances which might otherwise constitute a legal or equitable discharge of
a surety or guarantor.
3. Guaranty Primary.
The obligations and liability of the Guarantor under this Agreement shall
be primary, direct and immediate; shall not be conditional or contingent upon
pursuit by the Lender of any remedies it may have against the Borrower with
respect to the Financing Documents, whether pursuant to the terms thereof or by
law; and shall not be subject to any counterclaim, recoupment, set-off,
reduction or defense based upon any claim that the Guarantor may have against
the Borrower, the Lender or any other guarantor. Without limiting the generality
of the foregoing, the Lender shall not be required to make any demand on the
Borrower and/or the then owner of the Property, or to sell at foreclosure or
otherwise pursue or exhaust its remedies against the Property or any part
thereof and/or against the Borrower or the then owner of the Property, before,
simultaneously with or after enforcing its rights and remedies hereunder against
the Guarantor. Any one or more successive and/or concurrent actions may be
brought hereon against the Guarantor either in the same action, if any, brought
against the Borrower and/or the then owner of the Property or in separate
actions, as often as the Lender may deem advisable.
4. Waivers by Guarantor.
The Guarantor hereby unconditionally and irrevocably waives: (a)
presentment and demand for payment of the principal of or interest on the Note
and protest of non-payment; (b) notice of acceptance of this Agreement and of
presentment, demand and protest; (c) notice of any default under this Agreement
or any of the Financing Documents and notice of all indulgences; (d) demand for
observance, performance, or enforcement of any terms or provisions of this
Agreement or any of the Financing Documents; (e) any right or claim of right to
cause a marshalling of the assets of the Borrower; and (f) all other notices and
demands otherwise required by law which the Guarantor may lawfully waive.
5. Reimbursement for Expenses.
If the Lender shall commence any action or proceeding for the enforcement
of this Agreement, the Guarantor shall reimburse the Lender promptly upon
demand, for all expenses incurred in connection therewith, including, without
limitation, reasonable attorneys' fees.
6. Acceleration.
Anything in this Agreement or in any of the Financing Documents to the
contrary notwithstanding, the Lender, at its option, may, as to the Guarantor,
accelerate the indebtedness evidenced and secured by the Financing Documents in
the event of: (a) the making by the Guarantor of an assignment for the benefit
of creditors; (b) the appointment of a custodian for the Guarantor, or for any
property of the Guarantor; (c) the commencement of any proceeding by the
Guarantor under any bankruptcy, reorganization, arrangement, insolvency,
readjustment, receivership or like law or statute; or (d) the commencement of
any proceeding against the Guarantor under any bankruptcy, reorganization,
arrangement, insolvency, readjustment, receivership or like law or statute which
is not discharged or dismissed within ninety (90) days
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after institution thereof; or (e) the termination, dissolution, liquidation,
consolidation, reorganization or merger of the Guarantor, without the prior
written consent of the Lender.
7. Subordination; Subrogation.
If the Guarantor shall advance any sums to the Borrower or if the Borrower
shall hereafter become indebted to the Guarantor, such sums and indebtedness
shall be subordinate in all respects to the amounts then or thereafter due and
owing to the Lender under the Financing Documents. Nothing herein contained
shall be construed to give the Guarantor any right of subrogation in and to the
Note or the Deed of Trust or all or any part of the Lender's interest therein,
until all amounts owing to the Lender shall have been paid in full.
Notwithstanding any provision of this Paragraph to the contrary, if the
Guarantor is or becomes an "insider" (as defined from time to time in Section
101 of the Federal Bankruptcy Code) with respect to the Borrower, then the
Guarantor irrevocably and absolutely waives any and all rights of subrogation,
contribution, indemnification, reimbursement or any similar rights against the
Borrower with respect to this Agreement, whether such rights arise under an
express or implied contract or by operation of law. It is the intention of the
parties hereto that the Guarantor shall not be deemed to be a "creditor" (as
defined in Section 101 of the Federal Bankruptcy Code) of the Borrower by reason
of the existence of this Agreement in the event that the Borrower becomes a
debtor in any proceeding under the Federal Bankruptcy Code.
8. Representations and Warranties.
The Guarantor represents and warrants to the Lender as follows:
(a) Good Standing. The Guarantor (a) is a corporation duly
organized, existing and in good standing under the laws of the jurisdiction of
its organization, (b) has the power to own its property and to carry on its
business as now being conducted, and (c) is duly qualified to do business and is
in good standing in each jurisdiction in which the character of the properties
owned by it therein or in which the transaction of its business makes such
qualification necessary.
(b) Power and Authority. The Guarantor has full corporate power and
authority to execute and deliver this Agreement and the other Financing
Documents to which it is a party and to incur and perform the Obligations (as
defined in the Deed of Trust) whether under this Agreement, the other Financing
Documents or otherwise, all of which have been duly authorized by all proper and
necessary corporate action. No consent or approval of shareholders or any
creditors of the Guarantor, and no consent, approval, filing or registration
with or notice to any Governmental Authority on the part of the Guarantor, is
required as a condition to the execution, delivery, validity or enforceability
of this Agreement or the other Financing Documents or the performance by the
Guarantor of the Obligations.
(c) Binding Agreements. This Agreement and the other Financing
Documents executed and delivered by the Guarantor have been properly executed
and delivered and constitute the valid and legally binding obligations of the
Guarantor and are fully enforceable against the Guarantor in accordance with
their respective terms.
(d) No Conflicts. Neither the execution, delivery and performance of
the terms of this Agreement or of any of the other Financing Documents executed
and delivered by
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the Guarantor nor the consummation of the transactions contemplated by this
Agreement will conflict with, violate or be prevented by (i) the charter or
bylaws of the Guarantor, (ii) any existing mortgage, indenture, contract or
agreement binding on the Guarantor or affecting its property, or (iii) any Laws.
(e) Compliance with Laws. The Guarantor is not in violation of any
applicable Laws (including, without limitation, any Laws relating to employment
practices, to environmental, occupational and health standards and controls) or
order, writ, injunction, decree or demand of any court, arbitrator or any
Governmental Authority affecting the Guarantor or its properties, the violation
of which, considered in the aggregate, could materially adversely affect the
business, operations or properties of the Guarantor.
(f) Litigation. There are no proceedings, actions or investigations
pending or, so far as the Guarantor knows, threatened before or by any court,
arbitrator or any Governmental Authority which, in any one case or in the
aggregate, if determined adversely to the interests of the Guarantor, would have
a material adverse effect on the business, properties, condition (financial or
otherwise) or operations, present or prospective, of the Guarantor.
(g) Financial Condition. The financial statements of the Guarantor
dated December 31, 2000, are complete and correct and fairly present the
financial position of the Guarantor and the results of its operations and
transactions in its surplus accounts as of the date and for the period referred
to and have been prepared in accordance with GAAP applied on a consistent basis
throughout the period involved. There are no liabilities, direct or indirect,
fixed or contingent, of the Guarantor as of the date of such financial
statements that are not reflected therein or in the notes thereto. There has
been no adverse change in the financial condition or operations of the Guarantor
since the date of such financial statements and to the Guarantor's knowledge no
such adverse change is pending or threatened. The Guarantor has not guaranteed
the obligations of, or made any investment in or advances to, any Person, except
as disclosed in such financial statements. The representations and warranties
contained in this Section shall also cover financial statements furnished from
time to time to the Lender pursuant to the Deed of Trust.
(h) Full Disclosure. The financial statements referred to in Section
8(g), and the statements, reports or certificates furnished by the Guarantor in
connection with this Agreement (i) do not contain any untrue statement of a
material fact and (ii) when taken in their entirety, do not omit any material
fact necessary to make the statements contained therein not misleading. There is
no fact known to the Guarantor which the Guarantor has not disclosed to the
Lender in writing prior to the date of this Agreement which materially and
adversely affects or in the future could, in the reasonable opinion of the
Guarantor materially adversely affect the condition, financial or otherwise,
results of operations, business, or assets of the Guarantor.
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(i) Financial Interest. Financial Interest. The Guarantor will
derive a benefit from the credit facilities extended to and the Obligations
incurred by the Borrower, and hereby waives any claim that the Lender violated
the Equal Credit Opportunity Act (15 U.S.C. 1691 et seq.) in connection with the
Loan, any of the Financing Documents or any of the other Obligations or security
for any obligation which is the subject thereto.
9. Covenants.
(a) The Guarantor covenants and agrees that until the Obligations
are repaid in full the Guarantor shall at all times directly or indirectly own
fifty percent (50%) or more of the membership interests of the Borrower and be
the managing member of the Borrower.
(b) The Guarantor covenants and agrees that until the Obligations
are repaid in full the Guarantor or an entity controlled by Guarantor shall
operate and manage the Property.
(c) The Guarantor shall maintain, on a consolidated basis with all
subsidiaries, at all times during the term of the Loan measured quarterly
beginning with the quarter ending June 30, 2001, a minimum Tangible Net Worth of
not less than the sum of $274,291,969 as of December 31, 2000 plus fifty percent
(50%) of the Guarantor's net income (if positive) for each subsequent quarter.
"Tangible Net Worth" means, at any time, the sum at such time of Net Worth (as
defined by generally accepted accounting principles) plus the dollar amount of
the leasehold value associated with the properties which are the subject of the
synthetic lease transactions (which leasehold value would otherwise be
categorized as an intangible asset on the financial statements of the
Guarantor), less the total of (i) all assets which would be classified as
intangible assets under generally accepted accounting principles, including
goodwill (except for deferred taxes recorded as goodwill and except for the
goodwill purchased in connection with the acquisition of Karrington Health,
Inc.) which shall be included in Tangible Net Worth), trademarks, trademark
applications, trade names, service marks, patent applications and licenses, and
deferred charges, (ii) any revaluation or other write-up in book value of assets
subsequent to the date of the most recent financial statements delivered to the
Lender prior to the date of this Agreement, (iii) the amount of all loans and
advances to, or investments in, any person or entity, excluding (x) cash
equivalents and deposit accounts maintained by the Guarantor with any financial
institution (y) certain mortgage revenue bonds issued by the Bucks County,
Pennsylvania Industrial Development Authority and (z) investments of less than
$2,500,000 individually (not to exceed $10,000,000 in the aggregate), and (iv)
advances or loans made to or receivables from any unconsolidated affiliates
(excluding subordinated debt or loans of unconsolidated subsidiaries and
affiliates of Guarantor which are parties to development and management
contracts with Sunrise Development, Inc. and Sunrise Assisted Living Management,
Inc.) of which the Guarantor owns less than fifty percent (50%) or any
stockholder of the Guarantor or any affiliate.
(d) The Guarantor shall maintain at all times, on an individual
basis (not consolidated with its subsidiaries), cash, cash equivalents and
readily marketable securities ("Liquid Assets") at all times equal to not less
than $25,000,000.
10. Financial Statements.
The Guarantor shall provide to the Lender,
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(a) As soon as available, but in no event more than one hundred
twenty (120) days after the close of each of the Guarantor's fiscal years, a
copy of the Guarantor's 10K report.
(b) As soon as available, but in no event more than forty-five (45)
days after the end of each fiscal quarter, a copy of the Guarantor's 10Q report.
The Guarantor also agrees to provide the Lender with such other financial
information at such other times as may be reasonably requested by the Lender.
11. Arbitration and Waiver of Jury Trial
(a) This paragraph concerns the resolution of any controversies or
claims between the Guarantor and the Lender, whether arising in contract, tort
or by statute, including but not limited to controversies or claims that arise
out of or relate to: (i) this Agreement (including any renewals, extensions or
modifications); or (ii) any document related to this Agreement; (collectively a
"Claim").
(b) At the request of the Guarantor or the Lender, any Claim shall
be resolved by binding arbitration in accordance with the Federal Arbitration
Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this
Agreement provides that it is governed by the law of a specified state.
(c) Arbitration proceedings will be determined in accordance with
the Act, the rules and procedures for the arbitration of financial services
disputes of J.A.M.S./Endispute or any successor thereof ("J.A.M.S."), and the
terms of this paragraph. In the event of any inconsistency, the terms of this
paragraph shall control.
(d) The arbitration shall be administered by J.A.M.S. and conducted
in any U. S. state where real or tangible personal property collateral for this
credit is located or if there is no such collateral, in the State of Maryland.
All Claims shall be determined by one arbitrator; however, if Claims exceed
$5,000,000, upon the request of any party, the Claims shall be decided by three
arbitrators. All arbitration hearings shall commence within ninety (90) days of
the demand for arbitration and close within ninety (90) days of commencement and
the award of the arbitrator(s) shall be issued within thirty (30) days of the
close of the hearing. However, the arbitrator(s), upon a showing of good cause,
may extend the commencement of the hearing for up to an additional sixty (60)
days. The arbitrator(s) shall provide a concise written statement of reasons for
the award. The arbitration award may be submitted to any court having
jurisdiction to be confirmed and enforced.
(e) The arbitrator(s) will have the authority to decide whether any
Claim is barred by the statute of limitations and, if so, to dismiss the
arbitration on that basis. For purposes of the application of the statute of
limitations, the service on J.A.M.S. under applicable J.A.M.S. rules of a notice
of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning
this arbitration provision or whether a Claim is arbitrable shall be determined
by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees
pursuant to the terms of this Agreement.
(f) This paragraph does not limit the right of the Guarantor or the
Lender to: (i) exercise self-help remedies, such as but not limited to, setoff;
(ii) initiate judicial or non-
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judicial foreclosure against any real or personal property collateral; (iii)
exercise any judicial or power of sale rights, or (iv) act in a court of law to
obtain an interim remedy, such as but not limited to, injunctive relief, writ of
possession or appointment of a receiver, or additional or supplementary
remedies.
(g) By agreeing to binding arbitration, the parties irrevocably and
voluntarily waive any right they may have to a trial by jury in respect of any
Claim. Furthermore, without intending in any way to limit this Agreement to
arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably
and voluntarily waive any right they may have to a trial by jury in respect of
such Claim. This provision is a material inducement for the parties entering
into this Agreement.
12. Governing Law.
The provisions of this Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of Maryland as the same may be
in effect from time to time.
13. Consent to Jurisdiction.
The Guarantor irrevocably submits to the jurisdiction of any state or
federal court sitting in the State of Maryland over any suit, action, or
proceeding arising out of or relating to this Agreement. The Guarantor
irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit,
action, or proceeding brought in any such court and any claim that any such
suit, action, or proceeding brought in any such court has been brought in an
inconvenient forum. Final judgment in any such suit, action, or proceeding
brought in any such court shall be conclusive and binding upon the Guarantor and
may be enforced in any court to whose jurisdiction the Guarantor is subject, by
a suit upon such judgment provided that service of process is effected upon the
Guarantor in a manner specified in this Agreement or as otherwise permitted by
applicable law.
14. Service of Process.
The Guarantor hereby irrevocably designates and appoints Xxxxx X. Xxxx of
0000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx, 00000, as its authorized agent to accept
and acknowledge on its behalf service of any and all process that may be served
in any suit, action, or proceeding instituted in connection with this Agreement
in any state or federal court sitting in the State of Maryland. If such agent
shall cease so to act, the Guarantor shall irrevocably designate and appoint
without delay another such agent in the State of Maryland satisfactory to the
Lender and shall promptly deliver to the Lender evidence in writing of such
agent's acceptance of such appointment and its agreement that such appointment
shall be irrevocable.
The Guarantor hereby consents to process being served in any suit, action,
or proceeding instituted in connection with this Agreement by (a) the mailing of
a copy thereof by certified mail, postage prepaid, return receipt requested, to
it at its address designated herein and (b) serving a copy thereof upon the
agent, hereinabove designated and appointed by the Guarantor as the Guarantor's
agent for service of process. The Guarantor irrevocably agrees that such service
shall be deemed in every respect to be effective service of process in any such
suit, action, or proceeding. Nothing in this Agreement shall affect the right of
the Lender to serve process in
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any manner otherwise permitted by law and nothing in this Agreement will limit
the right of the Lender otherwise to bring proceedings against the Guarantor, in
the courts of any other appropriate jurisdiction or jurisdictions.
15. WAIVER OF JURY TRIAL.
THE GUARANTOR AND THE LENDER HEREBY, JOINTLY AND SEVERALLY, WAIVE TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO WHICH THE GUARANTOR AND THE LENDER MAY BE
PARTIES, ARISING OUT OF OR IN ANY WAY PERTAINING TO (A) THIS AGREEMENT, (B) THE
LOAN OR (C) THE OTHER FINANCING DOCUMENTS. IT IS AGREED AND UNDERSTOOD THAT THIS
WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES
TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT
PARTIES TO THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY
MADE BY THE GUARANTOR, AND THE GUARANTOR HEREBY REPRESENTS AND WARRANTS THAT NO
REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THE
GUARANTOR FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE
SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO
DISCUSS THIS WAIVER WITH COUNSEL.
16. Voidable Preference; Fraudulent Conveyance.
If at any time any payment, or portion thereof, made by, or for the
account of, the Guarantor on account of any of the obligations and liabilities
hereunder is set aside by any court or trustee having jurisdiction as a voidable
preference or fraudulent conveyance or must otherwise be restored or returned by
the Lender under any insolvency, bankruptcy or other federal and/or state laws
or as a result of any dissolution, liquidation or reorganization of the Borrower
or upon, or as a result of, the appointment of any receiver, intervenor or
conservator of, or trustee or similar officer for, the Borrower or any
substantial part of its properties or assets, the Guarantor hereby agrees that
this Agreement shall continue and remain in full force and effect or be
reinstated, as the case may be, all as though such payment(s) had not been made.
17. Notices.
Notice, demand, request or other communication which either party may
desire to give to the other with respect to this Agreement, shall be deemed to
have been properly given if in writing and delivered by hand, sent by overnight
courier or mailed by certified mail, postage prepaid, addressed as follows:
Lender: Chevy Chase Bank, F.S.B.
9th Floor
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
Vice President
If to the Guarantor, at: Sunrise Assisted Living, Inc.
0000 Xxxxxxxx Xxxxx
XxXxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxx
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With a Courtesy Copy to: Xxxxx X. Xxxxxxx, Esquire
Watt, Tieder, Hoffar & Xxxxxxxxxx
0000 Xxxxxxxx Xxxxx
XxXxxx, Xxxxxxxx 00000
Any of the parties hereto may designate a change of address by notice in
writing to the other parties. Whenever in this Agreement the giving of notice by
mail or otherwise is required, the giving of such notice may be waived in
writing by the person or persons entitled to receive such notice.
18. Remedies Cumulative.
All rights and remedies afforded to the Lender by reason of this
Agreement, the Financing Documents, or by law are separate and cumulative and
the exercise of one shall not in any way limit or prejudice the exercise of any
other such rights or remedies. Every right, power and remedy given by this
Agreement to the Lender shall be concurrent and may be pursued separately,
successively or together against the Guarantor; and each such right, power and
remedy may be exercised from time to time as often as the Lender may deem
expedient. No delay or omission by the Lender in exercising any such right or
remedy shall operate as a waiver thereof. No waiver of any rights and remedies
hereunder, and no modification or amendment hereof, shall be deemed made by the
Lender unless in writing and duly signed by the Lender. Any such written waiver
shall apply only to the particular instance specified therein and shall not
impair the further exercise of such right or remedy or of any other right or
remedy of the Lender and no single or partial exercise of any right or remedy
hereunder shall preclude any other or further exercise thereof or any other
right or remedy.
19. Severability.
If any provision (or any part of any provision) contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision (or remaining part of the affected provision) of this
Agreement, but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision (or part thereof) had never been contained herein but
only to the extent it is invalid, illegal or unenforceable.
20. Successors and Assigns.
This Agreement shall inure to the benefit of, and be enforceable by, the
Lender and its successors and assigns as holder of the Note, and shall be
binding upon, and enforceable against, the Guarantor and its heirs, personal
representatives, successors and assigns.
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WITNESS the signature and seal of the Guarantor as of the day and year
first above written.
WITNESS OR ATTEST: SUNRISE ASSISTED LIVING, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx (SEAL)
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Xxxxxx X. Xxxxxx
President
/s/ Xxx Xxxxxxxx By:/s/ Christian X. X. Xxxxxx (SEAL)
---------------------------- ---------------------------
Christian X. X. Xxxxxx
Executive Vice President
COMMONWEALTH OF VIRGINIA, COUNTY OF FAIRFAX, TO WIT:
I HEREBY CERTIFY, that on this ____ day of May, 2001, before me, the
undersigned Notary Public of said Commonwealth, personally appeared Xxxxxx X.
Xxxxxx, who acknowledged himself to be the President of Sunrise Assisted Living,
Inc., a corporation, known to me (or satisfactorily proven) to be the person
whose name is subscribed to the within instrument, and acknowledged that he
executed the same for the purposes therein contained as the duly authorized
President of said corporation by signing the name of the corporation by himself
as President.
WITNESS my hand and Notarial Seal.
/s/ Xxxx X. Xxxxxxxxx
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Notary Public
My Commission Expires:
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COMMONWEALTH OF VIRGINIA, COUNTY OF FAIRFAX, TO WIT:
I HEREBY CERTIFY, that on this ____ day of May, 2001, before me, the
undersigned Notary Public of said Commonwealth, personally appeared Christian X.
X. Xxxxxx, who acknowledged himself to be the Executive Vice President of
Sunrise Assisted Living, Inc., a corporation, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purposes therein contained as the
duly authorized Vice President of said corporation by signing the name of the
corporation by himself as Executive Vice President.
WITNESS my hand and Notarial Seal.
/s/ Xxxx X. Xxxxxxxxx
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Notary Public
My Commission Expires:
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