Exhibit 10.2
BUILDING LOAN AGREEMENT
between
SUNRISE MONTEREY SENIOR LIVING, LP, a Delaware limited partnership
as Borrower
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent
and
THE FINANCIAL INSTITUTIONS NOW OR HEREAFTER SIGNATORIES HERETO AND THEIR
ASSIGNEES PURSUANT TO SECTION 13.13, as Lenders
Entered into as of April 10, 2008
WFB LOAN NO. 105706
TABLE OF CONTENTS
Page
ARTICLE 1. DEFINITIONS
1
1.1
DEFINED TERMS.
1
1.2
SCHEDULES AND EXHIBITS INCORPORATED.
8
ARTICLE 2. LOAN
8
2.1
LOAN.
8
2.2
LOAN FEES.
8
2.3
LOAN DOCUMENTS.
8
2.4
EFFECTIVE DATE.
8
2.5
MATURITY DATE.
8
2.6
INTEREST ON THE LOAN.
8
(a)
Interest Payments.
9
(b)
Default Interest.
9
(c)
Late Fee.
9
(d)
Computation of
Interest.
9
(e)
Effective Rate.
9
(f)
Selection of Fixed Rate.
10
(g)
Fixed Rate Taxes, Regulatory Costs and Reserve Percentages.
11
(h)
Fixed Rate Price Adjustment.
11
(i)
Purchase, Sale and Matching of Funds.
11
2.7
PAYMENTS 11
(a)
Manner and Time of Payment.
11
(b)
Payments on
Non-Business Days.
12
(c)
Voluntary Prepayment.
12
2.8
FULL REPAYMENT
AND RECONVEYANCE.
12
2.9
LENDERS' ACCOUNTING.
12
ARTICLE 3. DISBURSEMENT
15
3.1
CONDITIONS PRECEDENT.
15
3.2
ACCOUNT, PLEDGE AND ASSIGNMENT, AND
DISBURSEMENT.
AUTHORIZATION.
16
3.3
BORROWER'S FUNDS ACCOUNT, PLEDGE AND
ASSIGNMENT.
16
3.4
LOAN DISBURSEMENTS.
16
3.5
FUNDS TRANSFER
DISBURSEMENTS.
16
ARTICLE 4. CONSTRUCTION
17
4.1
COMMENCEMENT AND
COMPLETION.
17
4.2
COMMENCEMENT AND COMPLETION OF OFFSITE IMPROVEMENTS.
17
4.3
FORCE MAJEURE.
17
4.4
CONSTRUCTION AGREEMENT.
17
4.5
ARCHITECT'S
AGREEMENT.
18
-i-
4.6
PLANS AND SPECIFICATIONS.
18
(a)
Changes; Administrative Agent
Consent.
18
(b)
Changes; Submission Requirements.
18
(c)
Consent
Process.
18
(d)
Final Plans and Specifications.
18
4.7
CONTRACTOR/CONSTRUCTION INFORMATION.
18
4.8
PROHIBITED CONTRACTS. 19
4.9
LIENS AND STOP NOTICES.
19
4.10
CONSTRUCTION RESPONSIBILITIES.
19
4.11
ASSESSMENTS AND COMMUNITY FACILITIES DISTRICTS.
19
4.12
DELAY.
20
4.13
INSPECTIONS.
20
4.14
SURVEYS.
20
4.15
BONDS.
20
ARTICLE 5. INSURANCE
20
5.1
TITLE INSURANCE.
20
5.2
PROPERTY INSURANCE.
20
5.3
FLOOD HAZARD
INSURANCE.
21
5.4
LIABILITY INSURANCE.
21
5.5
GENERAL. 21
ARTICLE 6.
REPRESENTATIONS AND WARRANTIES 21
6.1
AUTHORITY/ENFORCEABILITY.
21
6.2
BINDING OBLIGATIONS.
21
6.3
FORMATION AND ORGANIZATIONAL DOCUMENTS.
21
6.4
NO VIOLATION.
22
6.5
COMPLIANCE WITH LAWS.
22
6.6
LITIGATION.
22
6.7
FINANCIAL CONDITION.
22
6.8
NO MATERIAL ADVERSE CHANGE.
22
6.9
LOAN
PROCEEDS AND ADEQUACY.
22
6.10
ACCURACY.
22
6.11
TAX LIABILITY.
22
6.12
TITLE TO ASSETS; NO LIENS.
22
6.13
MANAGEMENT AGREEMENTS.
22
6.14
UTILITIES.
23
6.15
COMPLIANCE.
23
6.16
AMERICANS WITH DISABILITIES ACT
COMPLIANCE.
23
6.17
BUSINESS LOAN.
23
ARTICLE 7. HAZARDOUS MATERIALS 23
7.1
SPECIAL REPRESENTATIONS AND WARRANTIES.
23
(a)
Hazardous Materials.
23
(b)
Hazardous Materials Laws.
23
(c)
Hazardous Materials Claims.
23
(d)
Border Zone Property.
24
7.2
HAZARDOUS MATERIALS COVENANTS.
24
(a)
No Hazardous Activities.
24
(b)
Compliance.
24
(c)
Notices.
24
(d)
Remedial Action.
24
-ii-
7.3
INSPECTION BY ADMINISTRATIVE AGENT.
25
7.4
HAZARDOUS MATERIALS
INDEMNITY.
25
7.5
LEGAL EFFECT OF SECTION.
25
ARTICLE 8. INTENTIONALLY
LEFT BLANK
ARTICLE 9. COVENANTS OF BORROWER 25
9.1
EXPENSES.