TEXAS Doc-23751 COUNTY Electronically Filed Document Midland County Cheryl Becker County Clerk Document Number Recorded 009-23751 : ERX-RECORDING Midland County Clerk Unofficial Copy rded On: Recorded At: Number of Pages: November 17, 2009 01:59:53 pm 24 Recording Fee: $104.00 Parties: DirectIndirectReceipt Number: Processed By: 299412 Vangie Montemayor Clerk Unofficial Copy Any provisiesen which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law.
State of Texas County of Midland I hereby certify that this instrument was FILED on the date and at the time stamped hereon by me and was duly RECORDED in the volume and page of the named RECORDS of Midland County, Texas as stamped hereon.
Cheryl Bicker Midland County, Texas County Clerk Midlan Midlan Doc-23751 Clerk Unofficial Copy Prepared by, and after recording Return to: James J. Schwert, Esquire Oppenheimer Wolff & Dolly LLP Plaza VII, Suite 3300 45 S. Seventh MN 55402 Midland MASTER AMENDMENT TO CROSS-COLLATERALIZATION AGREEMENTS AND MASTER AMENDMENT TO SECURITY INSTRUMENTS The following must appear in 12 point Times New Romanent (or the equivalent) on the first page of any recorded document if the rrower is an individual: Midland County Clerk thofficial Copy NOTICE OF CONFIDENTIALITY RIGNY S: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE ON STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTER IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVE S LICENSE NUMBER.
Midland Midland Doc-23751 FHLMC Loan Nos.
eridge Lodge) 534381480 (Seville Estates) 534381499
IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVE S LICENSE NUMBER.
Midland Midland Doc-23751 FHLMC Loan Nos.
eridge Lodge) 534381480 (Seville Estates) 534381499 (Eastman Estates) 504137131 (Harbour Pointe Shores) 504124560 (Lakeridge Place) 504118323 (Emeritus at Grand Terrace) 504124536 (Meadowlands Terrace) 504118161 Midland County Clerk Unofficial MASTER AMENDMENT TO CROSS-COLLATERALIZATION AGREEMENTS MASTER AMENDMENT TO SECURITY INSTRUMENTS THIS MASTER AMENDMENT TO CROSS-COLLATERALIZATION AGREEMENTS AND MASTER AMENDMENT TO SECURITY INSTRUMENTS (this "Amendment") is made as of the day of November, 2009, by FEDERAL HOME LOAN MORTAGE CORPORATION ("Lender"), EMERITOL SADDLERIDGE LODGE LLC, a Delaware limited liability company (the "Saddleridge Lodge Borrower"), EMERITOL SEVILLE ESTATES LLC, a Delaware limited liability company (the "Seville Estates Borrower"; and together with the Saddleridge Lodge Borrower the "Additional Borrowers"), each of the parties identified in the table below as Borrower (collectively together with the Additional Borrowers, "Borrowers") and REBECCA S. CONRAD, ESQUIRE, CHICAGO TITLE INSURANCE COMPANY, a Nebraska corporation, CHICAĜO TITLE COMPANY, a California corporation, acting Trustees.
RECITALS A. Lender is the owner of a loan from KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation ("Original Lender") to_the Saddleridge Lodge Borrower, in the original principal amount of Six Million Four Hundred Forty-Two Thousand and No/100 Dollars ($6,442,000.00) (the "Saddleridge Lodge Loan"). The Saddleridge Lodge Loan is secured by a Multifamily Deed of Trust, dated as of the date Assignment of Rents and Security Agreement and Fixture File Land Records of Clerk Unofficial Co
Lodge Loan"). The Saddleridge Lodge Loan is secured by a Multifamily Deed of Trust, dated as of the date Assignment of Rents and Security Agreement and Fixture File Land Records of Clerk Unofficial Co hereof (the "Saddleridge Lodge Instrument") recorded am Midland County, Texas. The Saddleridge Lodge Instrumen assigned to Lender by Original Lender by Assignment of Security Instr and Cross-Collateralization Agreement recorded in the said Land Records, mal Lender and the Saddleridge Lodge Borrower have entered into a Cross-n Metalization Agreement and Amendment to Security Instrument dated as of the day hereof and amending the Saddleridge Lodge Instrument (the "Saddleridge Le Poss-Collateralization Agreement").
Saddleridge Lodge Instrument encumbers the real property identified in Exhibit A hereto and other property included thin the definition of "Mortgaged Property" in the Saddleridge Lodge In ent and constituting or related to a seniors housing project known as Saddleridge (the "Saddleridge Lodge Property").
Midland County Clerk The der is the owner of a loan from Original Lender to the Seville Estates the original principal amount of Two Million One Hundred Fifty-Eight usa and No/100 Dollars ($2,158,000.00) (the "Seville Estates Loan”; and together Page 1 Midland Midland Doc-23751 with the Saddleridge Lodge Loan, the "Additional Loans").
secured by a Multifamily Deed of Trust, Assignment of and Fixture Filing dated as of the date hereof (the together with the Saddleridge Lodge recorded among the Land Records of Pa Instrument was assigned to Lender Instrument and Cross-Collateraliz Clerk Unofficial Copy ville Estates Loan is and Security Agreement evine Estates Instrument"; and the "Additional Instruments”) County, Texas. The Seville Estates
der Instrument and Cross-Collateraliz Clerk Unofficial Copy ville Estates Loan is and Security Agreement evine Estates Instrument"; and the "Additional Instruments”) County, Texas. The Seville Estates Aginal Lender by Assignment of Security Agreement and recorded in the said Land Records. Original Lender and the Seville Estates Borrower have entered into a CrossCollateralization Agreeme Amendment to Security Instrument dated as of the date hereof and amending Seville Estates Instrument (the "Seville Estates CrossCollateralization Agreement"; and together with the Saddleridge Lodge CrossCollateralizatio greement, the "Additional Cross-Collateralization Agreements").
The Seville stes Instrument encumbers the real property identified in Exhibit B hereto operty included within the definition of "Mortgaged Property" in the Seville es Instrument and constituting or related to a seniors housing project known as Me Estates (the "Seville Estates Property"; and together with the Saddleridge Lodge Property, the "Additional Properties").
and Midland County Cle D. Lender is also the owner of the following mortgage loans (collectively, the "Prior Loans") to Borrowers (which Borrowers are affiliates of the Additional Borrowers), secured by Multifamily Mortgages or Deeds of Trust upon other residential multifamily apartment projects (the "Existing Pool Properties"), all as more fully set forth in Exhibit C attached hereto (the "Prior Instruments").
E. Each of the Prior Loans is cross-collateralized and cross-defaulted pursuant to Cross-Collateralization Agreements and Amendments to the Security Instruments described in Exhibit C hereto (the "Prior Cross-Collateralization Agreements"; and together with the Additional Cross-Collateralization Agreements; the
ments and Amendments to the Security Instruments described in Exhibit C hereto (the "Prior Cross-Collateralization Agreements"; and together with the Additional Cross-Collateralization Agreements; the "Cross-Collateralization Agreements"). Each of the Additional Loans is crosscollateralized and cross-defaulted pursuant to the Additional Cross-Collateralization Agreements.
F. Borrowers acknowledge that a condition of Original Lender's agreement to make and Lender's agreement to purchase the Additional Loans is that the Additional Properties serve as collateral for each of the Prior Loans, and that each of the Existing Pool Properties serves as collateral for the Additional Loans. Borrowers are executing this Amendment to satisfy such condition. Borrowers further acknowledge that the benefits derived by Borrowers from the making of the Additio ans are equivalent to the burdens imposed upon Borrowers and their respective properties by this Amendment.
NOW, THEREFORE, LENDER EACH OF THE PRIOR AND ADDIT] AGREEMENTS ARE AMENDEDA 1.
Clerk Unofficial Copy The term BORROWERS AGREE THAT AL CROSS-COLLATERALIZATION LOWS: Borrowers" as used in the Prior CrossCollateralization Agreemcludes the Additional Borrowers and any successor to the interest of the Additional Aorrowers in the Additional Properties who acquires any of the Additional Prope the subject to, or who assumes the obligations under, the Additional other party who enters into or assumes the obligations under any of Instruments.
Midland Count Midland Page 2 Midland Doc-23751 2. The term "Related Borrowers" as used Additional CrossCollateralization Agreements includes the Prior Borrower any successor to the interest of the Prior Borrowers in the Prior Propert who acquires any of the Prior
ed Borrowers" as used Additional CrossCollateralization Agreements includes the Prior Borrower any successor to the interest of the Prior Borrowers in the Prior Propert who acquires any of the Prior Properties subject to, or who assumes the obliged under, the Prior Instruments and any other party who enters into or assur obligations under any of the Prior Instruments.
Midland County Clerk Unofficial Copy 3. The term "Reted Indebtedness" as used in the Prior CrossCollateralization Agreement rudes the "Indebtedness" as defined in each of the Additional Instruments 4.
Collateraliz Instrumen rm "Related Indebtedness" as used in the Additional CrossAgreements includes the "Indebtedness" as defined in each of the Prior 5. The term "Related Instruments" as used in the Prior CrossCollateralization Agreements includes the Additional Instruments.
6. The term "Related Instruments" as used in the Additional CrossCollateralization Agreements includes the Prior Instruments.
7. The term "Related Loans" as used in the Prior Cross-Collateralization Agreements includes the Additional Loans.
8. The term "Related Loans" as used in the Additional CrossCollateralization Agreements includes the Prior Loans.
9. The term "Related Loan Documents" as used in the Prior CrossCollateralization Agreements includes the "Loan Documents" as defined in each of the Additional Instruments.
10. The term "Related Loan Documents" as used in the Additional CrossCollateralization Agreements includes the "Loan Documents" as defined in each of the Prior Instruments.
11. The term "Related Properties" as used Collateralization Agreements includes the Additional Properties, the Prior Cross12.
The term "Related Properties" as used in the Additional Cross-
truments.
11. The term "Related Properties" as used Collateralization Agreements includes the Additional Properties, the Prior Cross12.
The term "Related Properties" as used in the Additional CrossCollateralization Agreements includes the Existing Properties.
13.
Recital B of each of the Crosolateralization Agreements is amended to include the information provided in the D attached to this Amendment.
14.
Except as Agreements remains unded hereby, each of the Cross-Collateralization Midland County Clerk Unofficial Copy Loan Documents dand in full force and effect. From and after the date hereof, all references to an of the Cross-Collateralization Agreements in any of the Total defined in each of the Cross Collateralization Agreements) shall mean and such Cross-Collateralization Agreement as amended by this Amendm d as may be further amended from time to time until the Total Indebt dress (as defined in each of the Cross Collateralization Agreements) is repaid in Page 3 Midland Midland Doc-23751 15.
This Amendment may be executed in any num which when taken together shall constitute one and the same timent.
counterparts, all of IN WITNESS WHEREOF, the undersigned orrower and Lender have executed this Amendment as of the day and year first [REMAINDER written.
Midland County Clerk Unofficial Copy LAGE INTENTIONALLY LEFT BLANK] Midland County Clerk Unofficial Copy Page 4 Midland Midland Doc-23751 EMERITOL Copy ERIDGE LODGE LLC, a Delaware limited liability company BATUS, LLC, a Delaware limited liability company, its Sole Member By: Midland County Clerk Unoffici Summerville Senior Living, Inc., a Delaware corporation, its Administrative Member ساع By: Name: Eric Mendelsohn Title: Senior Vice President, Corporate Development STATE OF WASHINGTON) COUNTY OF KING ) ss
rville Senior Living, Inc., a Delaware corporation, its Administrative Member ساع By: Name: Eric Mendelsohn Title: Senior Vice President, Corporate Development STATE OF WASHINGTON) COUNTY OF KING ) ss This instrument was acknowledged before me on November 10, 2009, by Eric Mendelsohn, Senior Vice President Corporate Development of Summerville Senior Living, Inc., a Delaware corporation, the Administrative Member of BATUS, LLC, a Delaware limited liability company, the Sole Member of EMERITOL SADDLERIDGE LODGE LLC, a Delaware limited hability company, on behalf of said limited liability company, Notary Public K.
Printed Name: TERESA K. FRANKLIN My Commission Expires: 2-9-41 RESA K STATE FRAM FIN SION XPIRES TARY PUBLIC 2-09-11 OF Midland County Clerk Unofficial Copy Midland Page S-1 Midland Doc-23751 EMERITOL E ESTATES LLC, a Delaware intenability company Midland County Clerk Unoffic BATUS, LLC, a Delaware limited liability company, its Sole Member By: Summerville Senior Living, Inc., a Delaware corporation, its Administrative Member سلام STATE OF WASHINGTON) COUNTY OF KING ) ss By: Name: Eric Mendelsohn Title: Senior Vice President, Corporate Development This instrument was acknowledged before me on November 10, 2009, by Eric Mendelsohn, Senior Vice President Corporate Development of Summerville Senior Living, Inc., a Delaware corporation, the Administrative Member of BATUS, LLC, a Delaware limited liability company, the Sole Member of EMERITOL SEVILLE ESTATES LLC, a Delaware limited liability company, on behalf of said limited liability company.
Teresa Franklin Notary Public Printed Name: TERESA K. FRANKLIN My Commission Expires: 2-9-11 FRANKLIN N NOTAR PIRES PUBLIC 2-09-11 STATE OF Midland County Clerk Unofficial Copy WASHING Midland Page S-2 Midland Doc-23751
ary Public Printed Name: TERESA K. FRANKLIN My Commission Expires: 2-9-11 FRANKLIN N NOTAR PIRES PUBLIC 2-09-11 STATE OF Midland County Clerk Unofficial Copy WASHING Midland Page S-2 Midland Doc-23751 EMERITOL FAS AN ESTATES LLC, a Delaware intenability company BATUS, LLC, a Delaware limited liability company, its Sole Member By: Midland County Clerk Unoffici Summerville Senior Living, Inc., a Delaware corporation, its Administrative Member By: E.m Name: Eric Mendelsohn Title: Senior Vice President, Corporate Development Midland STATE OF WASHINGTON ) COUNTY OF KING ) ss ) This instrument was acknowledged before me on November 10, 2009, by Eric Mendelsohn, Senior Vice President, Corporate Development, of Summerville Senior Living, Inc., a Delaware corporation, the Administrative Member of Batus, LLC, a Delaware limited liability company, the Sole Member of EMERITOL EASTMAN ESTATES LLC, a Delaware limited liability company, on behalf of said limited liability company.
Notary Public Franklin Printed Name: TERESA K. FRANKL My Commission Expires: 2-9 Midland County Clerk Uno SAK FRANK NKLIN PUBLIC 2-09-11 OF WASHINGT STATE Page S-3 Midland Doc-23751 EMERITOL By: RBOUR POINTE LC, a Delaware limited liability BATUS, LLC, a Delaware limited liability company, its Sole Member Midland County Clerk Unofficia By: Summerville Senior Living, Inc., a Delaware corporation, its Administrative Member STATE OF WASHINGTON .........
By: Name: Eric Mendelsohn Title: Senior Vice President, Corporate Development Midland COUNTY OF KING On this 10 day of November, 2009, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Eric Mendelsohn, to me known to be the Senior Vice President Corporate Development, of
undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Eric Mendelsohn, to me known to be the Senior Vice President Corporate Development, of Summerville Senior Living, Inc., a Delaware corporation, the Administrative Member of Batus, LLC, a Delaware limited liability company, the Sole Member of EMERITOL HARBOUR POINTE SHORES LLC, a Delaware limited liability company, the limited liability company that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that the Senior Vice President Corporate Development is authorized to execute the Witness my hand and seal the day and year first above wri Teresa K. Franklin Notary Public residing in Kina Printed Name: TERES, ESA K strument.
FRANKLIN MMISSION"!!
TERES Midland County Clerk Unofficial Copy My Commission Extire FRANKLIN fire 2-9-11 STATE EXPIRES NOTAR PUBLIC 2-09-11 OF WASHING Page S-4 Midland Doc-23751 EMERITOL RIDGE PLACE LLC, a Delava limited liability company Qus, LLC, a Delaware limited liability company, its Sole Member By: Midland County Clerk Unoffici STATE OF WASHINGTON ) ) ss COUNTY OF KING Summerville Senior Living, Inc., a Delaware corporation, its Administrative Member By: ..
Name: Eric Mendelsohn Title: Senior Vice President Corporate Development This instrument was acknowledged before me on November 10, 2009, by Eric Mendelsohn, Senior Vice President, Corporate Development, of Summerville Senior Living, Inc., a Delaware corporation, the Administrative Member of Batus, LLC, a Delaware limited liability company, the Sole Member of EMERITOL LAKERIDGE
Corporate Development, of Summerville Senior Living, Inc., a Delaware corporation, the Administrative Member of Batus, LLC, a Delaware limited liability company, the Sole Member of EMERITOL LAKERIDGE PLACE LLC, a Delaware limited liability company, on behalf of said limited liability company.
Teresa X, Franklin Notary Public Printed Name: TERESA K. FRANKLIN My Commission Expires: 2-9-11 Midland County Clerk Unofficial FRANKLIN TER K.
MMISS!!!
EXPIRES NOTARY PUBLIC 2-09-11 OF SHINGTON WASHING STATE Midland Page S-5 Midland Doc-23751 EMERITOL TERRACE LLC, a Delaware in teability company BATUS, LLC, a Delaware limited liability company, its Sole Member By: Midland County Clerk Unofficial Copy STATE OF WASHINGTON ) ) ss COUNTY OF KING On this 10 day of November, in the year 2009, before me, Summerville Senior Living, Inc., a Delaware corporation,, its Administrative Member By: E.Name: Eric Mendelsohn Title: Senior Vice President Corporate Development a Notary Public, personally appeared Eric Mendelsohn, known or identified to me (or proved to me on the oath of) to be the Senior Vice President Corporate Development of the company that executed the above instrument or the person who executed the instrument on behalf of said company and acknowledged to me that such company executed the same. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
(Seal) Terex K Fr Notary Public Printed Name: TERESA K. FRANKL Commission Expires: 2-9-11 K NOTAR FRANKLIN EXPIR PUBLIC 2-09-11 STATE OF Midland County Clerk Unofficial WASHINGTON Midland Page S-6 Midland Doc-23751 EMERITOL TERRACE pany WLANDS a Delaware limited Batus, LLC, a Delaware limited liability company, its Sole Member By:
E OF Midland County Clerk Unofficial WASHINGTON Midland Page S-6 Midland Doc-23751 EMERITOL TERRACE pany WLANDS a Delaware limited Batus, LLC, a Delaware limited liability company, its Sole Member By: Midland County Clerk Unofficial Summerville Senior Living, Inc., a Delaware corporation, its Administrative Member سام STATE OF WASHINGTON COUNTY OF KING ) ss } By: Name: Eric Mendelsohn Title: Senior Vice President Corporate Development This instrument was acknowledged before me on November 10, 2009, by Eric Mendelsohn, Senior Vice President, Corporate Development, of Summerville Senior Living, Inc., a Delaware corporation, the Administrative Member of Batus, LLC, a Delaware limited liability company, the Sole Member of EMERITOL MEADOWLANDS TERRACE LLC, a Delaware limited liability company, on behalf of said limited liability company.
Teresa Fran Notary Public Printed Name: TERESA K. FRANKLIN My Commission Expires: 2-9-11 Midland County Clerk Unofficial FRANKLI SAK MISS STATE XPIRES GTON PUBLIC 2-09-11 OF WASHING Midland Page S-7 Midland Doc-23751 LENDER: FDERAL HOW) DAN MORTGAGE By: CORRORATIK Mary S Name: Mary Scanlah Title: National Underwriting Director Midland County Clerk Unoffic of New York, New York County MMONWEALTH OF VIRGINIA, Fairfax County ss:Seniors Housing BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this personally Scanlan Nath Drs Housing U/W Dry of Federal Home Mortgage action, the corporation that executed the foregoing instrument, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of said corporation, and that s/he executed the same as the act of such corporation for the purposes and consideration therein expressed and in the capacity
cknowledged to me that the same was the act of said corporation, and that s/he executed the same as the act of such corporation for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this November, 2009.
My Commission Expires: 9 day of Heler Packko Midland Notary Public in and for the County of New York Eairfax, Virginia HELEN RACHKO Notary Public, State of New York No. 01RA5036494 Qualified in Bronx County Commission Expires Nov. 07, 2010 Midland County Clerk Unofficial Copy Page S-& Midland Doc-23751 TRUSTEE: Comed CONRAD, ESQUIRE STATE OF TEXAS COUNTY OF DAY Clerk Unofficial ) ss This intent was acknowledged before me on November Midland Cour ESQUIRE.
The Ellen Nonod Notary Public Printed Name: My Commission Expires: Midland County Clerk Unofficial Copy 4.
2009, by REBECCA S.
ELLEN VAUGHN NORROD MY COMMISSION EXPIRES August 31, 2013 Midland Page S-9 Midland Doc-23751 TRUSTEE: CHICAGO TITLE NSURANCE COMPANY araska corporation By: County Clerk Unofficial CODYSURANCE Name: Robert C. Strybel Title: RVP and Associate National Counsel Midlan DATE OF ILLINOIS COUNTY OF COOK > I, the undersigned, a Notary Public, in and for the County and State aforesaid, do hereby certify that Robert C. Strybel, personally known to me to be the RVP and Associate National Counsel of CHICAGO TITLE INSURANCE COMPANY, a Nebraska corporation, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this 11 day of November, 2009, in person and severally acknowledged that as such RVP and Associate National Counsel, he signed and delivered the said instrument pursuant to authority given by
efore me this 11 day of November, 2009, in person and severally acknowledged that as such RVP and Associate National Counsel, he signed and delivered the said instrument pursuant to authority given by corporation, as his free and voluntary act, and as the free and voluntary act and deed of said corporation for the uses and purposes therein set forth.
Notary Public My Commission Expires: 2-21-13 OFFICIAL SEAL SUSAN M MARCHEWSKI Notary Public State of Illinois My Commission Expires Feb 21, 2013 Midland County Clerk Unofficial Copy Midland Page S-10 Midland Doc-23751 TRUSTEE: CHICAGO TITLE corporation Name: Robert C. Strybel ANY, a California Midland County Clerk Unofficial Copy STATE OF COUNT COOK Title: RVP and Associate National Counsel undersigned, a Notary Public, in and for the County and State aforesaid, do hereby certify that Robert C. Strybel, personally known to me to be the RVP and Associate National Counsel of CHICAGO TITLE COMPANY, a California corporation, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this 11 day of November, 2009, in person and severally acknowledged that as such RVP and Associate National Counsel, he signed and delivered the said instrument pursuant to authority given by corporation, as his free and voluntary act, and as the free and voluntary act and deed of said corporation for the uses and purposes therein set forth.
Notary Public lance My Commission Expires: 2-21-13 OFFICIAL SEAL SUSAN M MARCHEWSKI " ublic State of Illinois mission Expires Feb 21, 2013 Midland County Clerk Unofficial Copy Midland Page S-II Midland Doc-23751 Midland GUARANTOR CONSENT AND AGREEM Emeritus Corporation, a Washington corporation, as Guararo of each of the Prior Loans and
Midland County Clerk Unofficial Copy Midland Page S-II Midland Doc-23751 Midland GUARANTOR CONSENT AND AGREEM Emeritus Corporation, a Washington corporation, as Guararo of each of the Prior Loans and the Additional Loans, hereby agrees and consents to the this Amendment.
US CORPORATION, a Washington ساج Midland County Clerk Unof TE OF WASHINGTON ) COUNTY OF KING ) ss ) By: Name: Eric Mendelsohn Title: Senior Vice President, Corporate Development This instrument was acknowledged before me on November 10, 2009, by Eric Mendelsohn, the Senior Vice President, Corporate Development, of EMERITUS CORPORATION, a Washington corporation, on behalf of said corporation.
Teresa K Notary Public Printed Name: TERESA K. FRANKLIN My Commission Expires: 2-9-11 FRANKLIN RESA K MISSION STATE CON PUBLIC PIRES 2-09-11 WASHI Midland County Clerk Unofficial Copy Page S-12 Midland Doc-23751 STATE OF Washingtonclerk Unofficial, Copy COUNTY OF Midland ) ss ) LiBaly This instrumen as acknowledged before me on November 11, 2009, by Daniel R. Baty.
Notary Public Printed Name: Melanie Pennington My Commission Expires: 7.9.11 ANIE.
MEL STATE JULE PENNA MMISSION NOT PON EXPIRES PUBLIC OF SHINGTON Midland County Clerk Unofficial Copy Page S-13 Midland Midland Doc-23751 EXHIBIT A [DESCRIPTION OF SADDLERIDGE PROPERTY] Clerk Unofficial Copy BEING LOT 3-A, BLOCK 8, CORRECTED PLATO POLO PARK, SECTION 12, an addition to the City Of Midland, Midland Co Dexas, according to the map or plat thereof, recorded in Cabinet "F", Page 107, Plat Recurs, Midland County, Texas.
BEING THE SAME LAND DESBED AS FOLLOWS: BEING LOT 3-A, BL ADDITION Midland County CORRECTED PLAT OF POLO PARK, SECTION 12, AN CITY OF MIDLAND, MIDLAND COUNTY, TEXAS, according to the
and County, Texas.
BEING THE SAME LAND DESBED AS FOLLOWS: BEING LOT 3-A, BL ADDITION Midland County CORRECTED PLAT OF POLO PARK, SECTION 12, AN CITY OF MIDLAND, MIDLAND COUNTY, TEXAS, according to the map or plan theebt, recorded in Cabinet F, Page 107, Plat Records, Midland County, Texas, as rarly described as follows: more ed notes of a 3.217 acre tract of land out of Section 3, Block "X", H.P. Hilliard Survey, Midland County, Texas: BEGINNING at a found Texas Department of Transportation concrete right-of-way monument in the northern boundary of Loop No. 250, located in Section 3, Block "X", H.P. Hilliard Survey, Midland County, Texas, and in the southwest corner of Lot 3A, Block 8, Corrected Plat of Section 12, as recorded in Cabinet "F", Page 107, Midland County Plat Records, for the southwest corner of this tract, from which the southwest corner of said Section 3 bears $ 74 degrees 53 minutes 08 seconds W, 1338.61 feet and S 15 degrees 20 minutes 52 seconds E, 311.49 feet; THENCE N 15 degrees 06 minutes 52 seconds W, along the common boundary of Lot 3A and 3B, Block 8 of said Corrected Plat of Polo Park, Section 12, 332.01 feet to a found 1/2-inch iron rod in the southern boundary of a 2.0 foot Common Area for the northwest corner of this tract; THENCE N 74 degrees 53 minutes 08 seconds E, along the southern boundary of said 2.0 foot Common Area, 424.48 feet to a found 1/2 inch iron rod in the western bondary of Polo Parkway for the northeast corner of this tract; THENCE S 11 degrees 17 minutes 53 seconds E, along th 324.22 feet to a found 1/2 inch iron rod in the west northern boundary of a Common Area, as recorde ern boundary of Polo Parkway, boudary of Polo Parkway and the Volume 1125, Page 88, Midland County
h 324.22 feet to a found 1/2 inch iron rod in the west northern boundary of a Common Area, as recorde ern boundary of Polo Parkway, boudary of Polo Parkway and the Volume 1125, Page 88, Midland County Deed Records, for the most easterly southe sooner of this tract; THENCE S 74 degrees 53 min Midland County Clerk Unofficial Copy Area, 75.60 feet to a found 1/2 th iron rod for a corner of this tract; Area, 30.35 ft seconds W, along the northern boundary of a Common THENCE S 11 degrees 18 minutes 58 seconds E, along the western boundary of a Common found 1/2 inch iron rod in the northern boundary of Loop No. 250 for the n southeast corner of this tract; Page A-1 Midland Midland Doc-23751 THENCE S 78 degrees 42 minutes 07 seconds W, along the northern boundary of Loop No. 250, 325.92 feet to the Place of Beginning and containing 3.217 acres Midland County Clerk Unofficial Midland County Clerk Unofficial Copy Page A-2 Midland Midland Doc-23751 Midland EXHIBIT B [DESCRIPTION OF SEVILLE ESTATES PROPERTY] LOT 1-B, BLOCK 25 OF SLEEPY HOLLOW UN' Amarillo in Randall County, Texas, according 82, an addition to the City of map or plat thereof, recorded in Volume 1694, Page 172 of the Deed Records of Randall County, Texas.
Midland County Clerk Unofficial Copy BEING THE SAME LAND DES BED AS FOLLOWS: A 3.43 acre tract of lar Hollow Unit the recorde Lows: g a portion of the North 305 feet of Lot 1, Block 25 of Sleepy addition to the City of Amarillo, Randall County, Texas, according to plat thereof, of record in Volume 695, Page 443 of the Deed Records of ty, Texas and being out of Section 41, Block 9, of the B.S. & F. Survey, Randall Texas; said 3.43 acre tract being more particularly described by metes and bounds as
5, Page 443 of the Deed Records of ty, Texas and being out of Section 41, Block 9, of the B.S. & F. Survey, Randall Texas; said 3.43 acre tract being more particularly described by metes and bounds as BEGINNING at a 3/8 inch rebar, found for the Northeast corner of the herein described tract, from which 1/2 inch rebar, found for the Northeast corner of Lot 1, of said Sleepy Hollow Unit No. 13, bears $ 89 degrees 42 minutes 09 seconds E, 230 feet; THENCE S 0 deg 20 min 00 sec E (Base Bearing) for a distance of 305.00 feet to a 3/8 inch rebar, found in the North line of Lot 1-A, Block 25 of Sleepy Hollow Unit No. 63, a subdivision according to the recorded map or plat thereof, of record in Volume 1281, Page 243 of the Deed Records of Randall County, Texas, being the Southeast corner of the herein described tract; THENCE S 89 deg 42 min 09 sec W along the North line of Lto 1-A of said Sleepy Hollow Unit No. 63, for a distance of 490.00 feet to a 1/2 inch rebar, found in the East right-of-way line of an existing 20' public utility easement, and being the Southwest corner of the herein described tract; THENCE N 0 deg 20 min 00 sec W along said East right-of-way line for a distance of 305.00 feet to a nail in a power pole, found in the south right-of-way line of the Seille Drive, being the Northwest corner of the herein described tract; Copy THENCE N 89 deg 42 min 09 sec E along said South right way line, at 5 feet pass 3/8 inch rebar, found in all a total distance of 490.00 feet to UNT OF BEGINNING; Said tract contains a computed area of 3.43 acts of land.
Midland County Clerk Page B-1 Midland Doc-23751 EXHIBIT C an Amount Borrower Property Name $2,500,000.00 EMERITOL EASTMAN Eastman Estates ESTATES LLC, a Delaware limited liability company MERITOL HARBOUR
land County Clerk Page B-1 Midland Doc-23751 EXHIBIT C an Amount Borrower Property Name $2,500,000.00 EMERITOL EASTMAN Eastman Estates ESTATES LLC, a Delaware limited liability company MERITOL HARBOUR OINTE SHORES LLC, a Midland County Clerk Unofficial Copy daware limited liability Harbour Pointe Shores EMTOL LAKERIDGE Lakeridge Place $5,250,000.00 PLA a Delaware limited bility company Emeritus at Grand Terrace TERRACE a $7,000,000.00 EMERITO GRAND $7,850,000.00 Delaware lim Dal liability company EMERITOL MEADOWLAND TERRACE LLC, Delaware limited liability company Meadowlands Terrace Security Instrume Recording Informa Official Public Records of Gregg County Texas Document No.
200822874 Grays Harbor County, Washington Document No. 2008-10210067 Prior CrossCollateralization Agreement Recording Information cial Public Records gg County Texas Grays Harbor County, Washingt No. 2008Document Midland County Clerk Unofficial Copy County, Clerk of Wichita County, Texas Document No.
00019671 Official Records, County of Bernardino, California Document No. 2008-0472939 County Clerk of Mclennan County, Texas Document No.
2008034791 County, Clerk Wichita County, Document No.
00019672 Official Records, County of Bernardino, California Document No. 2008-0472940 County Clerk of Mclennan County, Texas Document No.
2008034792 Midland Midland Page C-1 Doc-23751 EXHIBIT D Related Loan Amount Related Borrower Related Pro $6,400,000.00 EMERITOL olan Estates EASTMAN ESTATES LLC, a Delaware Related Property Location 2920 N. Eastman Longview, TX Midland County Clerk Unofficial Copy $2,500,000.00 limited liabity comp: RBOUR POINTE SHORES LLC, a Delaware limited Harbour Point Shores liability company ,250,000.00 EMERITOL Lakeridge Place LAKERIDGE PLACE LLC, a Delaware 1020 Catala Ave. SE
000.00 limited liabity comp: RBOUR POINTE SHORES LLC, a Delaware limited Harbour Point Shores liability company ,250,000.00 EMERITOL Lakeridge Place LAKERIDGE PLACE LLC, a Delaware 1020 Catala Ave. SE Ocean Shores, WA 2649 Plaza Parkway Wichita Falls, TX company $7,000,000.00 limited liability EMERITOL GRAND TERRACE LLC, a Emeritus at Grand Terrace 22325 Barton Road Grand Terrace, CA Delaware limited liability company $7,850,000.00 EMERITOL MEADOWLANDS Meadowlands Terrace 3801 Martin Luther King Jr.
Waco, TX $6,442,000.00 $2,158,000.00 TERRACE LLC, a Delaware limited liability company EMERITOL SADDLERIDGE LODGE LLC, a Delaware limited liability company EMERITOL SEVILLE ESTATES LLC, a Delaware limited liability company Saddleridge Lodge 1808 W. Loop 250 N Midland, TX Midland County Clerk Unofficia 7401 Seville Drive Amarillo, TX .............
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