LOAN NO. 07-0004017 LOAN AGREEMENT AMONG HELLER HEALTHCARE FINANCE, INC., A DELAWARE CORPORATION ("LENDER") AND EMERITUS PROPERTIES XIV, LLC A WASHINGTON LIMITED LIABILITY COMPANY ("BORROWER") LOAN IN THE PRINCIPAL AMOUNT OF $8,300,000 SENIOR HOUSING...Loan Agreement • November 8th, 2002 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Illinois
THIS GUARANTY dated as of the 21st day of August, 2002 (the "GUARANTY") is made by the EMERITUS CORPORATION, a Washington corporation, with an address at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121 (referred to herein as the...Guaranty • November 8th, 2002 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Illinois
The undersigned have duly executed this Guaranty as of the date and year first above written. EMERITUS CORPORATION, a Washington corporation
EXHIBIT B LEASE CONCESSIONS/DEVIATIONS NoneEmeritus Corp\wa\ • November 8th, 2002 • Services-nursing & personal care facilities • Illinois
2 LEASE THIS AMENDED AND RESTATED MASTER LEASE ("Lease") is dated as of the 18 day of September, 2002 (the "Restatement Date"), and is between HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation, HCPI TRUST, a Maryland real estate trust, and...Master Lease • November 8th, 2002 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • California
1. Purchase and Sale. On the terms and conditions set forth herein, Buyer ------------------- agrees to acquire from Seller and Seller agrees to transfer to Buyer the following: (i) the Premises described on Exhibit A attached hereto, which shall...Real Estate Purchase and Sale Agreement • November 8th, 2002 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Massachusetts
THIS AGREEMENT AND CONSENT OF LESSOR TO ASSIGNMENT OF LEASE (this "Agreement") is made as of September 18, 2002, by and between TEXAS HCP HOLDING, L.P., a Delaware limited partnership ("Lessor"); REGENT ASSISTED LIVING, INC., an Oregon corporation...Agreement And • November 8th, 2002 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Texas
That certain Lease dated as of December 5, 1996, by and between Lessor and Assignor, with respect to certain real and personal property located in San Antonio, Texas, consisting of an assisted living facility commonly known as "Hamilton House", as such Lease was amended by (i) that certain First Amendment to Lease dated as of March 4, 1997, (ii) that certain Second Amendment to Lease dated as of September 20, 1998, (iii) that certain Third Amendment to Lease dated as of December 26, 2000, (iv) that certain Fourth Amendment to Lease dated as of March, 2001, and (v) that certain Fifth Amendment to Lease dated as of November 1, 2001.
THIS COLLATERAL ASSIGNMENT OF MANAGEMENT AGREEMENT AND WAIVER OF PROPERTY MANAGEMENT AND BROKER'S LIENS ("AGREEMENT") is made as of the 26th day of August, 2002, by EMERITUS CORPORATION, a Washington corporation ("MANAGER"), and EMERITUS PROPERTIES...Emeritus Corp\wa\ • November 8th, 2002 • Services-nursing & personal care facilities
This HAZARDOUS MATERIALS INDEMNITY AGREEMENT (this "AGREEMENT") is made as of August 26, 2002 by and among EMERITUS PROPERTIES XIV, LLC, a Washington limited liability company ("BORROWER"), and EMERITUS CORPORATION, a Washington corporation...Hazardous Materials Indemnity Agreement • November 8th, 2002 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Illinois
Borrower and the Guarantor have executed this Agreement or have caused the same to be executed as of the date first set forth above. BORROWER:
THIS SENIOR HOUSING RIDER is attached to and made a part of that certain Loan Agreement dated as of the 26th day of August, 2002, among EMERITUS PROPERTIES XIV, LLC, a Washington limited liability company, ("BORROWER"), EMERITUS CORPORATION, a...Emeritus Corp\wa\ • November 8th, 2002 • Services-nursing & personal care facilities • Delaware
IN WITNESS WHEREOF, Borrower and Manager have executed this Senior Housing Rider or have caused the same to be executed by its duly authorized representatives as of the date first written above.
RECITALSLease Assignment and Operations Transfer Agreement • November 8th, 2002 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Texas
Loan No. 07-0004017 August 26, 2002 Emeritus Properties XIV, LLC 3131 Elliott Avenue, Suite 500 Seattle, Washington 98121 Re: $8,300,000 ("LOAN") from Heller Healthcare Finance, Inc. ("LENDER") to Emeritus Properties XIV, LLC limited liability company...Emeritus Corp\wa\ • November 8th, 2002 • Services-nursing & personal care facilities
Dear Madam or Sir: We write in connection with that certain Loan Agreement, dated as of even date herewith, by and between Lender and Borrower (the "LOAN AGREEMENT"), pursuant to which Lender has agreed to make the Loan to Borrower. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. Lender and Guarantor have entered into or currently intend to enter into negotiations for Lender to make a loan (the "DEUTSCHE BANK REFINANCE LOAN") to Guarantor or its affiliate (the "REFINANCE BORROWER"), which loan will be used, among other things, to refinance existing debt of Guarantor (or its affiliates) owed to Deutsche Bank. In the event that (a) Lender does not issue a loan application in an amount acceptable to Refinance Borrower for the Deutsche Bank Refinance Loan or (b) Refinance Borrower has signed and Lender has accepted a loan application for the Deutsche Bank Refinance Loan in an amount acceptable to the Refinanc
This REAL PROPERTY MORTGAGE WITH POWER OF SALE AND SECURITY AGREEMENT (this "MORTGAGE") is made as of this 21st day of August, 2002, between EMERITUS PROPERTIES XIV, LLC, a Washington limited liability company ("BORROWER"), whose address is 3131...Real Property Mortgage With Power of Sale and Security Agreement • November 8th, 2002 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Illinois
THIS DOCUMENT PREPARED UNDER THE SUPERVISION OF A MASSACHUSETTS LICENSED ATTORNEY AND AFTER RECORDING SHOULD BE RETURNED TO: _______________________ Goldberg, Kohn, Bell, Black, Rosenbloom & Moritz, Ltd. 55 East Monroe Street, Suite 3700 Chicago, Illinois 60603 SPACE ABOVE THIS LINE FOR RECORDER'S USE
RECITALSSublease Termination and Release Agreement • November 8th, 2002 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Massachusetts
