0001001604-05-000104 Sample Contracts

CASH MANAGEMENT AND SECURITY AGREEMENT (this "Agreement") dated as of September 29, 1999 among EMERITUS PROPERTIES XII, LLC c/o Emeritus Corporation
Cash Management and Security Agreement • January 27th, 2005 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Texas

WHEREAS, pursuant to the Deed of Trust and Security Agreement dated as of _______________,1999 (the "Mortgage"), by and between the Lender and the Borrower, the Lender has provided financing (the "Loan") to the Borrower secured by the property or properties owned by the Borrower and described in the Mortgage (the "Property");

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Recorded by and after recording return to:
Assumption Agreement • January 27th, 2005 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Texas
Prepared by and after recording return to:
Subordination and Standstill Agreement • January 27th, 2005 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Texas
GUARANTY
Guaranty • January 27th, 2005 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Texas

This GUARANTY (this "Guaranty") is executed as of September 29, 1999, by EMERITUS CORPORATION, a Washington corporation (singularly and collectively referred to as "Guarantor"), for the benefit of AMRESCO CAPITAL, L.P., a Delaware limited partnership ("Lender").

ASSUMPTION OF OBLIGATIONS OF GUARANTOR
Obligations of Guarantor • January 27th, 2005 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Texas

This ASSUMPTION OF OBLIGATIONS OF GUARANTOR (this “Agreement”) is made and entered into as of September 29, 2003, by and among HEALTH CARE REIT, INC., a Delaware corporation (the “Assuming Guarantor”), EMERITUS CORPORATION, a Washington corporation (the “Original Guarantor”), and JPMORGAN CHASE BANK (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK), TRUSTEE FOR THE REGISTERED CERTIFICATE HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-PS4 (the “Lender”).

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