arborpromissorynote.htm


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    Loan
      No. 07-0004265

     

    PROMISSORY
      NOTE

    $8,000,000                                                                                                                            June
      30, 2006

     

    1.           Promise
      to Pay.

     

    FOR
      VALUE
      RECEIVED, ESC-ARBOR PLACE, LLC, a Washington limited liability company ("Borrower"),
      whose address is c/o
Emeritus
      Corporation, 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121, promises
      to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION, INC., a Delaware
      corporation, and its successors and assigns (in its individual capacity, "GECC", and as
      agent for Lenders (as defined below), "Agent"),
      the
      sum of Eight Million and No/100 Dollars ($8,000,000), together with
      all
      other amounts added thereto pursuant to this Note or otherwise payable to GECC
      under the Loan Documents (as hereinafter defined), including, but not limited
      to, any Prepayment Premium as defined and set forth in the Loan Agreement of
      even date herewith among GECC and the other financial institutions who are
      or
      hereafter become parties to the Loan Agreement (together with GECC, collectively
      or individual, as the context may require, "Lender"),
      Borrower and Agent (as amended, modified, supplemented or
      restated from time to time, the "Loan
      Agreement")
(or so much thereof as may from time to time be outstanding),
      together with interest thereon as hereinafter set forth, all payable in lawful
      money of the United States of America. Payments shall be made at the offices
      of
      Agent at GEMSA, File 59229, Los Angeles, California 90074-9229 (or such other
      address as Agent may hereafter designate in writing to Borrower). Except as
      otherwise provided herein, capitalized terms used in this Note shall have the
      same meanings as are assigned to such terms in the Loan Agreement.

     

    This
      Note
      is evidenced and secured by, among other things, the Loan Documents and that
      certain Security Document encumbering, among other things, the Project.
      Reference is hereby made to the Loan Agreement for a statement of all of the
      terms and conditions under which the Loan evidenced hereby is made and to be
      repaid.

     

    2.Payments.

     

    The
      principal amount of the indebtedness evidenced hereby shall be payable in the
      amounts and on the dates specified in the Loan Agreement, the terms of which
      are
      hereby incorporated herein by reference. Interest thereon shall be paid until
      such principal amount is paid in full at such interest rates and at such times,
      and pursuant to such calculations, as are specified in the Loan Agreement.
      If
      any payment on this Note becomes due and payable on a day other than a Business
      Day, the maturity thereof shall be extended to the next succeeding Business
      Day,
      and, with respect to payments of principal, interest thereon shall be payable
      at
      the then applicable rate during such extension. Payments will be applied in
      accordance with the terms of the Loan Agreement. Borrower may prepay or defease
      this Note, if at all, only to the extent permitted by


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    IN
      WITNESS WHEREOF, Borrower has executed this Note or has caused the same to
      be
      executed by its duly authorized representatives as of the date first set forth
      above.

     

    BORROWER:

     

    ESC-ARBOR
      PLACE, LLC, a Washington limited liability company

     

     

    By:
      EMERITUS CORPORATION, a Washington corporation, its sole member

     

    


     

    By:       /s/
      Raymond R. Brandstrom

     

    Name:
      Raymond R. Brandstrom

     

    Its:
      Vice
      President of Finance, Chief Financial Officer