MULTIFAMILY NOTE MULTISTATE – FIXED TO FLOAT (REVISION DATE 2-15-2008)Multifamily Note • March 16th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
FOR VALUE RECEIVED, the undersigned (together with such party's or parties' successors and assigns, "Borrower"), jointly and severally (if more than one) promises to pay to the order of KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation, the principal sum of Six Million Four Hundred Thousand and No/100 Dollars (US $6,400,000.00), with interest on the unpaid principal balance, as hereinafter provided.
MULTIFAMILY NOTE MULTISTATE – FIXED RATE (REVISION DATE 2-15-2008)Multifamily Note • March 16th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
FOR VALUE RECEIVED, the undersigned (together with such party's or parties' successors and assigns, "Borrower") jointly and severally (if more than one) promises to pay to the order of CAPMARK BANK, a Utah industrial bank, the principal sum of Five Million Three Hundred Fifty-One Thousand and 00/100 Dollars (US $5,351,000.00), with interest on the unpaid principal balance, as hereinafter provided.
MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (FLORIDA – REVISION DATE 05-11-2004)Multifamily Mortgage, Assignment of Rents and Security Agreement • March 16th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the “Instrument”) is made to be effective as of this 19th day of December, 2008, between EMERIVENT LAKE MARY LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Emeritus Corporation, 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121, as mortgagor (“Borrower”), and CAPMARK BANK, an industrial bank organized and existing under the laws of Utah, whose address is 6955 Union Park Center, Suite 330, Midvale, Utah 84047, Attn: President, with a copy to Capmark Finance Inc., 116 Welsh Road, Horsham, Pennsylvania 19044, Attn: Servicing - Executive Vice President, as mortgagee (“Lender”). Borrower's organizational identification number, if applicable, is 4618951.
THIRD AMENDED AND RESTATED MASTER LEASE AGREEMENT BY VENTAS REALTY, LIMITED PARTNERSHIP AND VENTAS FRAMINGHAM, LLC, AS LANDLORD AND SUMMERVILLE 3, LLC, SUMMERVILLE 5 LLC, SUMMERVILLE 14 LLC, SUMMERVILLE 15 LLC, SUMMERVILLE 16 LLC, SUMMERVILLE 17 LLC,...Master Lease Agreement • March 16th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Illinois
LOAN AGREEMENT for a loan in the amount of MADE BY AND BETWEEN EMERITOL STONECREEK LODGE LLC, a Delaware limited liability company, and EMERITOL MEADOWBROOK LLC, a Delaware limited liability company as Borrowers and KEYBANK NATIONAL ASSOCIATION, a...Loan Agreement • March 16th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
THIS LOAN AGREEMENT (“Agreement”) dated as of October 17, 2008, is made by, between and among EMERITOL STONECREEK LODGE LLC, a Delaware limited liability company and EMERITOL MEADOWBROOK LLC, a Delaware limited liability company (each a “Borrower” and collectively, “Borrowers”) and KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns (“Lender”).
MASTER LEASE AGREEMENT Between BV HOLDING-LTC, INC., as Lessor and EMERITUS CORPORATION, as Lessee Dated: November 18, 2008 Laurel Springs Assisted Living Facility, 8100 Westwold Drive, Bakersfield, California Summerfield House, 1111 Ulatis Drive,...Master Lease Agreement • March 16th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • California
THIS MASTER LEASE AGREEMENT (this “Lease”) is made effective as of November 18, 2008, by and between BV Holding-LTC, Inc., a Delaware corporation (“Lessor”), and Emeritus Corporation, a Washington corporation (“Lessee”), subject to the terms, conditions and contingencies set forth below.
LOAN AGREEMENTLoan Agreement • March 16th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Illinois
THIS LOAN AGREEMENT (this “Agreement”) is made as of December 19, 2008, by and among EMERIVENT BRADENTON LLC, a Delaware limited liability company (“Emerivent Bradenton”), EMERIVENT BRIGHTON LLC, a Delaware limited liability company (“Emerivent Brighton”)(Emerivent Bradenton and Emerivent Brighton, together with their respective successors and assigns, the “Borrowers”, and individually, a “Borrower”), and CAPMARK BANK, a Utah industrial bank (together with its successors and assigns, the “Lender”).
ContractLoan Agreement • March 16th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Illinois
LIMITED LIABILITY COMPANY AGREEMENT OF BATUS, LLC A Delaware Limited Liability Company Effective as of October 15, 2008Limited Liability Company Agreement • March 16th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BATUS, LLC (the “Company”) is made and entered into effective as of October 15, 2008 (the “Effective Date”), by and among the undersigned parties, who by their execution of this Agreement have become members of the Company pursuant to the provisions of the Delaware Limited Liability Company Act.
UNCONDITIONAL PAYMENT GUARANTYUnconditional Payment Guaranty • March 16th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
THIS UNCONDITIONAL PAYMENT GUARANTY (“Guaranty”) dated October 17, 2008, is given by EMERITUS CORPORATION, a Washington corporation (“Guarantor”) to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns (“Lender”).
ContractMaster Lease and Security Agreement • March 16th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT BETWEEN HEALTH CARE REIT, INC. HCRI COLD SPRING PROPERTIES, LLC HCRI LOUISIANA PROPERTIES, L.P. AND EMERITUS CORPORATION OCTOBER 17, 2008Master Lease Agreement • March 16th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Ohio
This Second Amended and Restated Master Lease Agreement (“Lease”) is made effective as of October 17, 2008 (the “Amended Effective Date”) by and among Health Care REIT, Inc., a corporation organized under the laws of the State of Delaware (“HCRI” and a “Landlord” as further defined in §1.4 below), having its principal office located at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43603-1475, HCRI Cold Spring Properties, LLC, a limited liability company organized under the laws of the State of Delaware (“HCRI-Cold Spring” and a “Landlord” as further defined in §1.4 below), having its principal office located at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43603-1475, HCRI Louisiana Properties, L.P., a limited partnership organized under the laws of the State of Delaware (“HCRI-LA” and a “Landlord” as further defined in §1.4 below), having its principal office located at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43603-1475, and Emeritus Corporation, a corporati
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 16th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Second Amendment”) is made as of the 16th day of October, 2008, by and between EMERITUS CORPORATION, a Washington corporation (“Buyer”), and HEALTH CARE REIT, INC., a Delaware corporation (“HCN”), together with the affiliates of HCN listed on the signature pages hereto (individually and collectively with HCN, “Seller”).
SECOND AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENTMaster Lease and Security Agreement • March 16th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
THIS SECOND AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (“Amendment”) is dated as of the 14th day of November, 2008 (the “Effective Date”), and is among HCP AUR1 CALIFORNIA A PACK, LLC, a Delaware limited liability company (“HCP California A Pack”), HCP AUR1 CALIFORNIA B PACK, LLC, a Delaware limited liability company (“HCP California B Pack”), HCP AUR1 CONNECTICUT, LLC, a Delaware limited liability company (“HCP Connecticut”), HCP AUR1 MARYLAND, LLC, a Delaware limited liability company (“HCP Maryland”), HCP AUR1 MASSACHUSETTS, LLC, a Delaware limited liability company (“HCP Massachusetts”), HCP AUR1 NEW JERSEY, LLC, a Delaware limited liability company (“HCP New Jersey”) and HCP AUR1 VIRGINIA, LLC, a Delaware limited liability company (“HCP Virginia,” and together with HCP California A Pack, HCP California B Pack, HCP Connecticut, HCP Maryland, HCP Massachusetts and HCP New Jersey, as their interests may appear, “Lessor”) and EMERITUS CORPORATION, a Washington corporation (“Emer
