0001001604-09-000026 Sample Contracts

MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (DELAWARE – REVISION DATE 05-11-2004)
And Security Agreement • May 11th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities

THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the "Instrument") is made as of the 30th day of December, 2008 between EMERICHIP DOVER 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 4384442.

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THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • May 11th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Ohio

THIS THIRD AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is made as of October 22, 2008 by and between EMERITUS CORPORATION, a Washington corporation (“Borrower”), and NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“Lender”), with respect to the following:

Contract
Master Lease and Security Agreement • May 11th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities
FIRST AMENDMENT TO PROMISSORY NOTE
Promissory Note • May 11th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities

THIS FIRST AMENDMENT TO PROMISSORY NOTE (this “First Amendment”) is executed as of the 31st day of December, 2008 (the “Effective Date”), by and between the seven (7) undersigned limited liability companies and limited partnerships, having an address at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121 (collectively, the “Borrower”), and CAPMARK BANK, a Utah industrial bank, having an address at 6955 Union Park Center, Suite 330, Midvale, Utah 84047, together with its successors and assigns (the “Lender”).

SECOND AMENDMENT TO LOAN AGREEMENT (Amended and Restated)
Loan Agreement • May 11th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities

THIS SECOND AMENDMENT TO LOAN AGREEMENT (Amended and Restated) (this “Amendment”) is made as of December 31, 2008 (the “Effective Date”), by and between FRETUS INVESTORS EL PASO LP, a Delaware limited partnership (together with its successors and assigns, the “Borrower”), and CAPMARK BANK, a Utah industrial bank (together with its successors and assigns, “Lender”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 11th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities

THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of February 16, 2009, by and between EMERITUS CORPORATION, a Washington corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • May 11th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Ohio

THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is made as of March 3, 2008 by and between EMERITUS CORPORATION, a Washington corporation (“Borrower”), and NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“Lender”), with respect to the following:

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • May 11th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Illinois

This SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”), is made and entered into as of December 29, 2008 (the “Effective Date”), among ESC-ARBOR PLACE, LLC, a Washington limited liability company (the “Borrower”), the Lenders party hereto, and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and collateral agent for the Lenders party to the Loan Agreement described below (in such capacity, and together with its successors and permitted assigns, the “Agent”).

FIRST AMENDMENT TO PROMISSORY NOTE
Promissory Note • May 11th, 2009 • Emeritus Corp\wa\ • Services-nursing & personal care facilities

THIS FIRST AMENDMENT TO PROMISSORY NOTE (this “First Amendment”) is executed as of the 31st day of December, 2008 (the “Effective Date”), by and between the four (4) undersigned limited liability companies and limited partnerships, having an address at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121 (collectively, the “Borrower”), and CAPMARK BANK, a Utah industrial bank, having an address at 6955 Union Park Center, Suite 330, Midvale, Utah 84047, together with its successors and assigns (the “Lender”).

FIRST AMENDMENT TO PROMISSORY NOTE (AMENDED AND RESTATED)
Emeritus Corp\wa\ • May 11th, 2009 • Services-nursing & personal care facilities

THIS FIRST AMENDMENT TO PROMISSORY NOTE (AMENDED AND RESTATED) (this “First Amendment”) is executed as of the 31st day of December, 2008 (the “Effective Date”), by and between FRETUS INVESTORS EL PASO LP, a Delaware limited partnership, having an address at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121 (the “Borrower”), and CAPMARK BANK, a Utah industrial bank, having an address at 6955 Union Park Center, Suite 330, Midvale, Utah 84047, together with its successors and assigns (the “Lender”).

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