SUBORDINATION, ASSIGNMENT AND SECURITY AGREEMENTSubordination, Assignment and Security Agreement • November 15th, 2012 • Sentio Healthcare Properties Inc • Real estate investment trusts
THIS SUBORDINATION, ASSIGNMENT AND SECURITY AGREEMENT (this “Assignment”) is made and entered into as of , 2012 by and among (i) AMBER GLEN LANDLORD, LLC, a limited liability company (the “Borrower”), (ii) FANNIE MAE, a corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. Section 1716 et seq. and duly organized and existing under the laws of the United States (the “Lender”), (iii) AMBER GLEN TRS, LLC, a limited liability company (the “Operator”), and (iv) JERRY ERWIN ASSOCIATES, INC., a Washington corporation d/b/a JEA Senior Living (the “Manager”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SENTIO LEAH BAY PORTFOLIO, LLC, a Delaware limited liability company, by and between SENTIO LEAH BAY, LLC, a Delaware limited liability company, as a member and ERWIN FAMILY PROPERTIES I,...Limited Liability Company Agreement • November 15th, 2012 • Sentio Healthcare Properties Inc • Real estate investment trusts • Delaware
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 15th, 2012 • Sentio Healthcare Properties Inc • Real estate investment trusts
This Second Amendment to Purchase and Sale Agreement (this “2nd Amendment”) is entered into as of July 25, 2012 by and among: SENTIO LEAH BAY PORTFOLIO, LLC, a Delaware limited liability company, or its successors or assigns (“Buyer”); URBANA CARE GROUP, LLC, an Illinois company, SPRINGFIELD CARE GROUP, LLC, an Illinois limited liability company; NORMAL CARE GROUP, LLC, an Illinois limited liability company and BRYAN CARE GROUP, LP, a Texas limited partnership (each a “Current Owner”) and collectively (“Current Owners”), ERWIN FAMILY PROPERTIES I, L.L.C., a Washington limited liability company (“EFP” and together with each Current Owner, a “Seller” and collectively with all Current Owners, “Sellers”); and FIDELITY NATIONAL TITLE AGENCY, INC., a Texas corporation (“Escrow Agent”).
LIMITED LIABILITY COMPANY AGREEMENT of SENTIO LEAH BAY TRS PORTFOLIO, LLC, a Delaware limited liability company, by and between SENTIO LEAH BAY TRS, LLC, a Delaware limited liability company, as a member and ERWIN FAMILY PROPERTIES I, L.L.C., a...Limited Liability • November 15th, 2012 • Sentio Healthcare Properties Inc • Real estate investment trusts • Delaware
ASSUMPTION AND RELEASE AGREEMENT (FULL PROPERTY AND LOAN ASSUMPTION) (PRE-2011 LOAN DOCUMENTS)Assumption and Release Agreement • November 15th, 2012 • Sentio Healthcare Properties Inc • Real estate investment trusts
This ASSUMPTION AND RELEASE AGREEMENT (“Agreement”) is dated as of , 2012 by and among URBANA CARE GROUP LLC, an Illinois limited liability company (“Transferor”), CRAIG SPAULDING, an individual (“Spaulding”), AMBER GLEN LANDLORD, LLC, a limited liability company (“Transferee”), JERRY ERWIN, an individual (“Erwin”; and together with Spaulding, individually, collectively, jointly and severally, “Original Key Principal”), SENTIO HEALTHCARE PROPERTIES, INC., a Maryland corporation (“Sentio”; and together with Erwin, individually, collectively, jointly and severally, “New Key Principal”) and FANNIE MAE, a corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. Section 1716 et seq. and duly organized and existing under the laws of the United States (“Fannie Mae”).
