exv10w7









Exhibit 10.7




DEED OF TRUST NOTE A




			
	 	 	 
	$20,000,000
	 	McLean, Virginia
	 
	 	August 28, 2007






     FOR VALUE RECEIVED, SUNRISE CONNECTICUT AVENUE ASSISTED LIVING, L.L.C., a limited liability
company organized under the laws of the Commonwealth of Virginia (the “Borrower”), promises to pay
to the order of CHEVY CHASE BANK, F.S.B., a federally chartered savings bank, its successors and
assigns (the “Lender”), the principal sum of TWENTY MILLION DOLLARS ($20,000,000) (the “Principal
Sum”), together with interest thereon at the rate hereinafter provided, in accordance with the
Loan Agreement (as hereinafter defined) and the following:



     1. Interest.



     Commencing as of the date hereof and continuing until repayment in full of all sums due
hereunder, the unpaid Principal Sum shall bear interest at the fluctuating rate based on an
independent index which is the average of interbank offered rates for one-month dollar deposits in
the London Market as reported in The Wall Street Journal (the “Index”) plus 175 basis
points per annum (the “LIBOR Rate”) which rate shall be adjusted for any reserve requirements
imposed upon the Lender from time to time. The LIBOR Rate does not necessarily represent the
lowest rate of interest charged by the Lender to borrowers. If the Index becomes unavailable
during the term of this Note, the Lender may designate a substitute index after giving notice to
the Borrower. The LIBOR Rate will be adjusted on the first day of each month, based on the value
of the Index as published in The Wall Street Journal as of the first business day of each
month. All interest payable under the terms of this Note shall be calculated on the basis of a
365-day year. The LIBOR Rate shall be in effect for a period of the number of days indicated (each
a “LIBOR Period”), in any case extended to the next succeeding Business Day (as defined in the
Loan and Security Agreement of even date herewith) when necessary, beginning on the date hereof or
the expiration date of the then-current LIBOR Period.



     2. Payments and Maturity.



     The unpaid Principal Sum, together with interest thereon at the rate or rates provided above,
shall be payable as follows:



          (a) Commencing on October 1, 2007 and continuing on the same day of each and every month
thereafter, to and including September 1, 2008, interest only;



          (b) Commencing on October 1, 2008 and continuing on the same day of each and every month
thereafter, to and including August 1, 2009, principal shall be due and payable in equal monthly
payments of $22,000.00, plus all accrued and unpaid interest on the outstanding principal balance;
and



          (c) Unless sooner paid, the unpaid Principal Sum, together with interest accrued and unpaid
thereon, shall be due and payable in full on August 28, 2009.



 









 





     3. Default Interest.



     Upon the occurrence of an Event of Default (as hereinafter defined) the unpaid Principal Sum
shall bear interest thereafter until such Event of Default is cured at the Post Default Rate (as
defined in the Loan Agreement).



     4. Late Charges.



     In the event that any payment due under the terms of this Note is not received by the Lender
within fifteen (15) days of the date such payment is due (inclusive of the date when due), the
Borrower shall pay to the Lender on demand a late charge equal to five percent (5%) of such
payment.



     5. Application and Place of Payments.



     All payments made on account of this Note, including prepayments, shall be applied first to
the payment of any prepayment fee due hereunder, second to any late charge then due hereunder,
third to the payment of accrued and unpaid interest then due hereunder, and the remainder, if any,
shall be applied to the unpaid Principal Sum, with application first made to all principal
installments then due hereunder, next to the outstanding principal balance due at maturity and
thereafter to the unpaid principal installments in the inverse order of maturity. All payments on
account of this Note shall be paid in lawful money of the United States of America in immediately
available funds during regular business hours of the Lender at its principal office in Chevy
Chase, Maryland or at such other times and places as the Lender may at any time and from time to
time designate in writing to the Borrower.



     6. Prepayment.



          (a) The Borrower may prepay the Principal Sum in whole or in part, at any time or from time to
time, upon ten (10) days prior written notice to the Lender, without premium or penalty.



          (b) Payment of the indebtedness evidenced by this Note in whole or in part subsequent to the
occurrence of an Event of Default shall be deemed to be a prepayment of the Principal Sum subject
to any prepayment fee due hereunder.



     7. Other Financing Documents.



     The term “Financing Documents” as used in this Note shall mean collectively this Note, the
Deed of Trust (as hereinafter defined) and any other instrument, agreement, or document
previously, simultaneously, or hereafter executed and delivered by the Borrower and/or any other
person, singularly or jointly with any other person, evidencing, securing, guaranteeing, or in
connection with this Note or the Principal Sum evidenced hereby.



     8. Security.



     This Note is secured by, among other things, a Deed of Trust, Assignment, Security Agreement
and Fixture Filing (Loan A) of even date herewith from the Borrower to Alexandra



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Johns and Ellen-Elizabeth Lee, trustees (the “Deed of Trust”), covering the Borrower’s fee simple
interest in certain real property located in the District of Columbia, described in Exhibit A
attached hereto and made a part hereof and all other property, real and personal, more
particularly described in the Deed of Trust (the “Property”).



     9. Events of Default.



     The occurrence of any one or more of the following events shall constitute an event of
default (individually, an “Event of Default” and collectively, the “Events of Default”) under the
terms of this Note:



          (a) The failure of the Borrower to pay to the Lender when due any and all amounts payable by
the Borrower to the Lender under the terms of this Note; or



          (b) The occurrence of a default or an event of default under the terms and conditions of any
of the other Financing Documents, which default or event of default remains uncured beyond any
applicable grace and/or cure period provided therefor.



     10. Remedies.



     Upon the occurrence of an Event of Default, at the option of the Lender, all amounts payable
by the Borrower to the Lender under the terms of this Note shall immediately become due and payable
by the Borrower to the Lender without notice to the Borrower or any other person, and the Lender
shall have all of the rights, powers, and remedies available under the terms of this Note, any of
the other Financing Documents and all applicable laws. The Borrower and all endorsers, guarantors,
and other parties who may now or in the future be primarily or secondarily liable for the payment
of the indebtedness evidenced by this Note hereby severally waive presentment, protest and demand,
notice of protest, notice of demand and of dishonor and non-payment of this Note and expressly
agree that this Note or any payment hereunder may be extended from time to time without in any way
affecting the liability of the Borrower, guarantors and endorsers.



     11. Consent to Jurisdiction.



     The Borrower irrevocably submits to the jurisdiction of any state or federal court sitting in
the Commonwealth of Virginia over any suit, action, or proceeding arising out of or relating to
this Note. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection
that the Borrower may now or hereafter have to the laying the venue of any such suit, action, or
proceeding brought in any such court and any claim that any such suit, action, or proceeding
brought in any such court has been brought in an inconvenient forum. Final judgment in any such
suit, action, or proceeding brought in any such court shall be conclusive and binding upon the
Borrower and may be enforced in any court in which the Borrower is subject to jurisdiction by a
suit upon such judgment provided that service of process is effected upon the Borrower as provided
in this Note or as otherwise permitted by applicable law.



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     12. Service of Process.



          (a) The Borrower hereby irrevocably designates and appoints CT Corporation, 4701 Cox Road,
Suite 301, Glen Allen, Virginia 23060, as the Borrower’s authorized agent to accept and
acknowledge on the Borrower’s behalf service of any and all process that may be served in any
suit, action, or proceeding instituted in connection with this Note in any state or federal court
sitting in the Commonwealth of Virginia. If such agent shall cease so to act, the Borrower shall
irrevocably designate and appoint without delay another such agent in the Commonwealth of Virginia
satisfactory to the Lender and shall promptly deliver to the Lender evidence in writing of such
agent’s acceptance of such appointment and its agreement that such appointment shall be
irrevocable.



          (b) The Borrower hereby consents to process being served in any suit, action, or proceeding
instituted in connection with this Note by (i) the mailing of a copy thereof by certified mail,
postage prepaid, return receipt requested, to the Borrower and (ii) serving a copy thereof upon the
agent, if any, hereinabove designated and appointed by the Borrower as the Borrower’s agent for
service of process. The Borrower irrevocably agrees that such service shall be deemed to be service
of process upon the Borrower in any such suit, action, or proceeding. Nothing in this Note shall
affect the right of the Lender to serve process in any manner otherwise permitted by law and
nothing in this Note will limit the right of the Lender otherwise to bring proceedings against the
Borrower in the courts of any jurisdiction or jurisdictions.



     13. Expenses.



     The Borrower promises to pay to the Lender on demand by the Lender all costs and expenses
incurred by the Lender in connection with the collection and enforcement of this Note, including,
without limitation, all reasonable attorneys’ fees and expenses and all court costs.



     14. Notices.



     Any notice, request, or demand to or upon the Borrower or the Lender shall be deemed to have
been properly given or made when delivered in accordance with Section 9.3 of the Deed of Trust.



     15. Miscellaneous.



     Each right, power, and remedy of the Lender as provided for in this Note or any of the other
Financing Documents, or now or hereafter existing under any applicable law or otherwise shall be
cumulative and concurrent and shall be in addition to every other right, power, or remedy provided
for in this Note or any of the other Financing Documents or now or hereafter existing under any
applicable law, and the exercise or beginning of the exercise by the Lender of any one or more of
such rights, powers, or remedies shall not preclude the simultaneous or later exercise by the
Lender of any or all such other rights, powers, or remedies. No failure or delay by the Lender to
insist upon the strict performance of any term, condition, covenant, or agreement of this Note or
any of the other Financing Documents, or to exercise any right, power, or remedy consequent upon a
breach thereof, shall constitute a waiver of any such term, condition, covenant, or agreement or
of any such breach, or preclude the Lender from exercising any such right, power, or remedy at a
later time or times. By accepting payment after the due



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date of any amount payable under the terms of this Note, the Lender shall not be deemed to waive
the right either to require prompt payment when due of all other amounts payable under the terms
of this Note or to declare an Event of Default for the failure to effect such prompt payment of
any such other amount. No course of dealing or conduct shall be effective to amend, modify, waive,
release, or change any provisions of this Note.



     16. Partial Invalidity.



     In the event any provision of this Note (or any part of any provision) is held by a court of
competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision (or remaining part of the
affected provision) of this Note; but this Note shall be construed as if such invalid, illegal, or
unenforceable provision (or part thereof) had not been contained in this Note, but only to the
extent it is invalid, illegal, or unenforceable.



     17. Captions.



     The captions herein set forth are for convenience only and shall not be deemed to define,
limit, or describe the scope or intent of this Note.



     18. Governing Law.



     The provisions of this Note shall be construed, interpreted and enforced in accordance with
the laws of the Commonwealth of Virginia as the same may be in effect from time to time.



     19. Waiver of Trial by Jury.



     The Borrower and the Lender hereby waive trial by jury in any action or proceeding to which
the Borrower and the Lender may be parties, arising out of or in any way pertaining to (a) this
Note, (b) the other Financing Documents or (c) the Property. It is agreed and understood that this
waiver constitutes a waiver of trial by jury of all claims against all parties to such actions or
proceedings, including claims against parties who are not parties to this Note. This waiver is
knowingly, willingly and voluntarily made by the Borrower, and the Borrower hereby represents that
no representations of fact or opinion have been made by any individual to induce this waiver of
trial by jury or to in any way modify or nullify its effect. The Borrower further represents that
it has been represented in the signing of this Note and in the making of this waiver by independent
legal counsel, selected of its own free will, and that it has had the opportunity to discuss this
waiver with counsel.



REMAINDER OF PAGE INTENTIONALLY LEFT BLANK




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     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed under seal by its duly
authorized member as of the date first written above.



	 	 	 	 	 	 	 
	WITNESS OR ATTEST	 	SUNRISE CONNECTICUT AVENUE ASSISTED  
LIVING, L.L.C.
	 
	 

	 	By:
	 	Sunrise Senior Living Investments, Inc., sole
Member	 	 






	 	 	 	 	 
	 	 	 
	/s/ Kelly L. Hayden
 	  By:  	/s/
James S. Pope
 	(SEAL) 
	 	 	Name:  	James S. Pope	 
	 	 	Title:  	Vice President	 
	 




     THIS IS TO CERTIFY that this is a Deed of Trust Note A described in the Deed of Trust,
Assignment, Security Agreement and Fixture Filing (Loan A) from the Borrower to Alexandra Johns
and Ellen-Elizabeth Lee, trustees, securing the Lender and bearing even date herewith, said Deed
of Trust Note and Deed of Trust, Assignment, Security Agreement and Fixture Filing having been
executed in my presence.



	 	 	 	 	 
	 

	 	/s/ 

	 	 
	 

	 	Notary Public	 	 






My Commission expires:




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EXHIBIT A




PROPERTY DESCRIPTION



Lot 162 in Square 1989 in a subdivision made by Sunrise Connecticut Avenue Assisted Living, LLC,
and others, as per plat recorded in Liber No. 194 at folio 37 among the Records of the Office of
the Surveyor of the District of Columbia.




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