GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, NY I 0166 Attn: Deborah E. Miller DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT ASSIGNMENT OF RESIDENT AGREEMENTS AND RENTS (Security For Construction And Mini-Permanent Loan) Grantor...Deed of Trust • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
OF THE RECORD OWNER OF THE REAL PROPERTY IS GRANTOR Of even date herewith, Grantor, as Borrower, and Beneficiary, as Lender, have entered into a Loan Agreement (the "LOAN AGREEMENT") pursuant to which Beneficiary has agreed to make a loan (the "LOAN") to Grantor in the original principal sum of Six Million Four Hundred Sixty-Five Thousand and No/100 Dollars ($6,465,000) upon the terms and conditions set forth therein. The Loan is evidenced by a Promissory Note (the "NOTE") in the original principal amount of the Loan executed by Grantor and payable to the order of Beneficiary. As security for the Loan, and as partial consideration therefor, Grantor has agreed to execute and deliver this Deed of Trust as one of the Loan Documents described in the Loan Agreement. NOW, THEREFORE, in consideration of the making of the Loan and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby conclusively acknowledged, to secure the Loan and the other Indebted
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...Loan Assumption Agreement • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
YORK CARE FACILITY YORK, SOUTH CAROLINA AGREEMENT TO PROVIDE ACCOUNTING AND ADMIMSTRATIVE SERVICES TO AN ASSISTED LIVING FACILITY AGREEMENT TO PROVIDE ACCOUNTING AND ADMINISTRATIVE SERVICES TO AN INDEPENDENT/ASSISTED LIVING FACILITY This Agreement...Agreement to Provide Accounting and Administrative Services • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
THE FOLLOWING LEASE IS SUBSTANTIALLY THE SAME FOR THE PROPERTIES IN EL PASO, SAN ANTONIO AND SAN MARCOS WITH THE EXCEPTION OF THE LEASE PAYMENTS WHICH ARE AS FOLLOWS: EL PASO $66,693.00 PER MONTH SAN ANTONIO $74,503.00 PER MONTH SAN MARCOS $39,998.00...Lease Agreement • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
GUARANTY (Emeritus) WHEREAS, TDC/Emeritus Paso Robles Associates, a Washington general partnership ("Borrower"), is or will become indebted to FINOVA Capital Corporation ("Lender").Guaranty • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Arizona
PURCHASE AND SALE AGREEMENT Escondido. CA THIS AGREEMENT is dated for reference purposes only as of the 19th day of December, 1996, and is by and between EMERITUS CORPORATION, a Washington corporation, or its assignee ("Purchaser"), and NORTHWEST...Purchase and Sale Agreement • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • California
ASSIGNMENT AGREEMENT between EMERITUS CORPORATION as Assignor and TEXAS HCP HOLDING, L.P. as Assignee April 1, 1997 El Paso, Texas San Antonio, Texas San Marcos, TexasAssignment Agreement • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
WHEN RECORDED MAIL TO: ALL-INCLUSIVE DEED OF TRUSTAll-Inclusive Deed of Trust • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
PARTNERSHIP AGREEMENT OF TDC/EMERITUS PASO ROBLES ASSOCIATESPartnership Agreement • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
RECITALS:Loan Agreement • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Arizona
ARTICLE I COVENANTS AND AGREEMENTS OF BORROWER Section 1.01. PAYMENT OF SECURED OBLIGATIONS Borrower shall pay when due all amounts required to be paid or delivered to Lender as provided in the Note; the principal of and interest on any sum advanced...Deed of Trust • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • California
GUARANTY THIS GUARANTY ("Guaranty") is made as of April 1, 1997, by Emeritus Corporation, a Washington corporation ("Guarantor" or "Emeritus"), in favor of TEXAS HCP HOLDING, L.P., a Delaware limited partnership ("HCP"). Capitalized terms used herein...Guaranty • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
COMMERCIAL LEASE AGREEMENT WITH OPTION TO PURCHASE (YORK CARE CENTER) THIS COMMERCIAL LEASE AGREEMENT ( "Lease" ) is made and effective this 13th day of January, 1997, by and between ALBERT M. LYNCH, an individual ("Landlord ), and COLUMBIA HOUSE,...Commercial Lease Agreement With Option to Purchase • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • South Carolina
AGREEMENT FOR MODIFICATION OF LOAN DOCUMENTS February 26,1997 This Agreement for Modification of Loan Documents (the "Agreement") is made by and between Emeritus Corporation, a Washington corporation ("Borrower") and REDLANDS FEDERAL BANK, A FEDERAL...Agreement for Modification of Loan Documents • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
FIRST AMENDMENT TO LEASE This First Amendment to Lease ("Amendment") is dated as of April l, 1997 by and between TEXAS HCP HOLDING, L.P., a Delaware limited partnership ("Lessor"), and ESC II, L.P. D/B/A TEXAS-ESC III, L.P., a Washington limited...Lease • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
RECITALS Of even date herewith Borrower and Lender have entered into a Loan Agreement (the "Loan Agreement") pursuant to which Lender has agreed to make a loan (the "Loan") to Borrower in the original principal amount of Six Million four Hundred...Agreement for Amendment of Documents • May 15th, 1997 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
