LOAN AGREEMENT

 

                                                                EXHIBIT 10.27

                                    LOAN AGREEMENT

         THIS LOAN AGREEMENT ("Agreement") is made and entered into effective 
as of March __, 1996 (the "Closing Date") between KAPSON ROCHESTER MANOR, 
LLC, a limited liability company organized under the laws of the State of New 
York (the "Borrower"), having its chief executive office at 339 Crossways 
Park Drive, Woodbury, New York 11797, and HEALTH CARE REIT, INC., a 
corporation organized under the laws of the State of Delaware (the "Lender"), 
having an address of One SeaGate, Suite 1950, P.O. Box 1475, Toledo, Ohio 
43603.

                                   R E C I T A L S:

         A.   Borrower desires to acquire a 79-bed assisted living facility 
known as Town Gate Manor and located in Greece, New York.

         B.   Lender has agreed to provide a loan of up to the Loan Amount 
(hereinafter defined) to finance the facility, upon the terms and subject to 
the conditions of this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and the 
premises contained herein, the parties agree as follows:

                         ARTICLE 1:  PURPOSE AND DEFINITIONS

1.1 PURPOSE.  The purpose of this Agreement is to establish the Loan with 
Lender for the financing of the Facility (as hereinafter defined).

1.2 DEFINITIONS.  Except as otherwise expressly provided, [i] the terms 
defined in this section have the meanings assigned to them in this section 
and include the plural as well as the singular; [ii] all accounting terms not 
otherwise defined herein have the meanings assigned to them in accordance 
with generally accepted accounting principles as of the time applicable; and 
[iii] the words "herein", "hereof", and "hereunder" and similar words refer 
to this Agreement as a whole and not to any particular section.

    "Affiliate" means any person, corporation, partnership, limited liability 
company, trust, or other legal entity that, directly or indirectly, controls, 
or is controlled by, or is under common control with Borrower or any 
Guarantor. "Control" (and the correlative meanings of the terms "controlled 
by" and "under common control with") means the possession, directly or 
indirectly, of the power to direct or cause the direction of the management 
and policies of such entity. "Affiliate" includes, without limitation, Kapson 
Management Corp., a New York corporation, Kapson Chestnut Ridge Development 
Corp., a New York corporation, Kapson Rochester East, LLC, a New York limited 
liability company, Chestnut Ridge Development, LLC, a New York limited 
liability company, and Senior Quarters Management Corp., a New York 
corporation.

    "Annual Financial Statements" means [i] for the Borrower, the audited 
balance sheet and statement of income for the most recent fiscal year on an 
individual facility and consolidated basis and an audited operating statement 
for each Facility for the most recent fiscal year; and [ii] for the 
Guarantor, the unaudited financial statement for the most recent fiscal year.

    "Appraisal" means an appraisal setting forth the fair market value of the 
Facility.

    "Approved Costs" means the following:  [i] Facility Costs; [ii] Closing 
Costs; and [iii] Letter of Credit Deposit.  "Approved Costs" do not include 
working capital or fees paid to Borrower, Guarantors, or any Affiliate of 
Borrower or Guarantors.

    "Article 9" means Article 9 of the Uniform Commercial Code as enacted in 
the State.

    "Borrower" means Kapson Rochester Manor, LLC, a limited liability company 
organized under the laws of the State of New York, its successors and 
permitted assigns.

    "Borrower's Organizational Documents" means the Articles of Organization 
of Borrower certified by the Secretary of State of the state of organization, 
as amended to date, and the Operating Agreement of Borrower certified by 
Borrower, as amended to date.

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    "Business Day" means any day which is not a Saturday or Sunday or a 
public holiday under the laws of the United States of America or the State of 
Ohio.

    "Cash Flow" has the meaning set forth in Section 5.11.1.

    "CERCLA" means the Comprehensive Environmental Response, Compensation and 
Liability Act of 1980, as amended from time to time.  The terms "disposal" 
and "release" as used in this Agreement shall have the meaning set forth in 
CERCLA.

    "Closing" means the closing of the Loan.

    "Closing Costs" means the following reasonable costs to meet Lender's 
closing requirements:  [i] Commitment Fee; [ii] title insurance premiums and 
search fees; [iii] cost of surveys; [iv] costs of environmental studies; [v]
legal fees of Lender's counsel and Borrower's counsel; [vi] property 
inspection fees; [vii] Letter of Credit Fee charged by Issuer for the first 
year the Letter of Credit is issued; [viii] Loan Expenses; and [ix] other 
costs customarily incurred in closing financings.

    "Collateral Assignment of Management Agreement" means the Collateral 
Assignment of Management Agreement between Lender and The Kapson Group and 
the Consent of Manager attached thereto. 

    "Commitment" means the commitment for the Loan dated November 28, 1994, 
as amended on September 28, 1995 and November 9, 1995.

    "Commitment Fee" means the commitment fee for the Loan payable to Lender 
by Borrower in an amount equal to 1.00% of the Loan Amount.

    "Consolidation Agreement" means the Mortgage Consolidation, Spreader and 
Modification Agreement between Lender and Borrower of even date.

    "Coverage Ratio" has the meaning set forth in Section 5.11.1.

    "Environmental Assessment" means an environmental assessment of the Land 
meeting the Lender's Requirements for Environmental Assessments.

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    "Environmental Consultant" means a registered engineer in the State or 
other consultant approved by Lender.

    "Environmental Laws" means all federal, state, and local ecological, 
wetlands, and other environmental laws and regulations, as amended from time 
to time, including but not limited to [i] CERCLA; [ii] the Resource 
Conservation and Recovery Act; [iii] the Hazardous Materials Transportation 
Act; [iv] the Clean Air Act; [v] Clean Water Act; [vi] the Toxic Substances 
Control Act; and [vii] the Safe Water Drinking Act.

    "Facility" means the Real Property and Personal Property comprising the 
assisted living facility being financed by the Loan.

    "Facility Costs" means the following reasonable costs:  [i] for 
acquisition transactions, the purchase price for the land and building and 
personal property costs not to exceed 10% of the Loan Amount; [ii] for 
development and conversion transactions, the following costs:  [a] land 
acquisition cost and, for conversion projects, acquisition costs of the 
existing land and building, in each case being funded pursuant to the Land 
Mortgage; [b] cost of construction of the building and fixtures; [c] costs of 
architectural and engineering services; [d] costs of soil borings and other 
customary testing services; [e]cost of personal property not to exceed 10% of 
the Loan Amount; [f] Development Fees; [g] Construction Loan Period interest; 
[h] Capitalized Interest; and [i]other reasonable and customary costs 
approved by Lender.

    "Financial Statements" means [i] the unaudited balance sheet and 
statement of income of Borrower; and [ii] the unaudited financial statement 
of each Guarantor submitted to Lender. 

    "Fixtures" means all fixtures now or hereafter installed or located in, 
on or about the Land or the Improvements and any replacements, substitutions 
and additions thereto.

    "Government Authorizations" means all permits, licenses, approvals, 
consents, and authorizations required to comply with all Legal Requirements, 
including but not limited to, [i] zoning permits, variances, exceptions, 
special use permits, conditional use permits, and consents; [ii] all permits, 
licenses and approvals required for licensure and operation of an assisted 
living

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facility, [iii] environmental, ecological, coastal, wetlands, air, and 
water permits, licenses, and consents; [iv] curb cut, subdivision, land use, 
and planning permits, licenses, approvals and consents; [v] building, sign, 
fire, health, and safety permits, licenses, approvals, and consents; and [vi] 
architectural reviews, approvals, and consents required under restrictive 
covenants.

    "Guaranty" means the Unconditional and Continuing Guaranty entered into 
by the Guarantor to guarantee payment of the Loan and any amendments thereto 
or substitutions or replacements therefor.

    "Guarantor"  means Glenn Kaplan, Evan Kaplan and Wayne Kaplan, 
individually and collectively.

    "Hazardous Materials" means any substance [i] the presence of which poses 
a hazard to the health or safety of persons on or about the Land including 
but not limited to asbestos containing materials; [ii] which requires removal 
or remediation under any Environmental Law, including without limitation any 
substance which is toxic, explosive, flammable, radioactive, or otherwise 
hazardous; or [iii] which is regulated under or classified under any 
Environmental Law as hazardous or toxic including but not limited to any 
substance within the meaning of "hazardous substance", "hazardous material", 
"hazardous waste", "toxic substance", "regulated substance", "solid waste",  
or "pollutant" as defined in any Environmental Law.

    "Improvements" means all buildings, structures, additions, and 
improvements now or hereafter erected or placed upon the Land and the offsite 
improvements, if any, necessary for the operation of each Facility.  

    "Insurance Requirements" means [i] all terms of any insurance policy 
required by the Loan Documents; [ii] all requirements of the issuer of any 
such policy; and [iii] the requirements of any Board of Insurance 
Underwriters or similar organization.

    "Intangible Personal Property" means the following: [i] all accounts, 
contract rights, general intangibles, instruments, documents, Receivables, 
and chattel paper (as "accounts", "contract rights", "general intangibles", 
"instruments", "documents", and "chattel paper" are defined for purposes of 
Article 9) now or 

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hereafter arising in connection with the business located in or on or 
used or usable in connection with the Real Property and replacements, 
additions, and accessions thereto; [ii] unless prohibited by law, all 
franchises, permits, licenses and rights therein regarding the use, occupancy 
or operation of the Improvements, or any part thereof; [iii] unless expressly 
prohibited by the terms thereof, all contracts, agreements, contract rights 
and materials relating to the design, construction or operation of the 
Improvements, including but not limited to, plans, specifications, drawings, 
blueprints, models and mock-ups, and all brochures, flyers, advertising and 
promotional materials and mailing lists; and [iv] all ledger sheets, files, 
records, computer programs, tapes, other electronic data processing 
materials, and other documentation relating to the preceding listed property.

    "Issuer" means a financial institution satisfactory to Lender issuing the 
Letter of Credit and such Issuer's successors and assigns.  Any "Issuer" 
shall have a Lace Financial Service Rating of "C+" or higher at all times 
throughout the term of the Loan.

    "Land" means the land described on Exhibit A.

    "Legal Requirements" means all laws, regulations, rules, orders, writs, 
injunctions, decrees, certificates, requirements, agreements, conditions of 
participation and standards of any federal, state, county, municipal or other 
governmental entity, administrative agency, insurance underwriting board, 
architectural control board, private third-party payor, accreditation 
organization, or any restrictive covenants applicable to the development and 
operation of each Facility by Borrower, including but not limited to, [i] 
zoning, building, fire, health, safety, sign, and subdivision regulations and 
codes; [ii] licensure to operate as an assisted living facility; [iii] the 
Environmental Laws; and [iv] requirements, conditions and standards for 
participation in third-party payer insurance programs.

    "Lender" means Health Care REIT, Inc., its successors and assigns.

    "Letter of Credit" means an irrevocable and transferable Letter of Credit 
in an amount equal to 5.00% of the Loan Amount, 

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issued by Issuer in favor of Lender as security for the Loan and in 
form acceptable to Lender, and any amendments thereto or replacements or 
substitutions therefor.

    "Letter of Credit Deposit" means the amount of cash collateral required 
by Issuer to be pledged as security for the Letter of Credit.

    "List of Leases and Contracts" means the List of Leases and Contracts 
described in Section 4.16 and set forth on Exhibit D attached hereto.

    "Loan" means the loan by Lender to Borrower in the amount of the Loan 
Amount.

    "Loan Amount" means $3,890,625.00.

    "Loan Documents" means [i] this Agreement; [ii] the Note; [iii] the 
Mortgage; [iv] the Collateral Assignment of Management Agreement; [v] the 
Consolidation Agreement; and [vi] all other documents and instruments 
executed by Borrower in connection with the Loan.

    "Loan Expenses" means all reasonable costs and expenses incurred by 
Lender in investigating, making and administering the Loan, including but not 
limited to, [i] attorneys' and paralegals' fees and costs; and [ii] travel, 
transportation, food, and lodging costs and expenses incurred by Lender and 
Lender's attorneys and paralegals.

    "Management Agreement" means the Management Agreement between The Kapson 
Group and Manager dated as of March 27, 1996, as amended from time to time. 

    "Manager" means Senior Quarters Management Corp., a corporation organized 
under the laws of the State of New York.

    "Material Obligation" means [i] any indebtedness secured by a lien, deed 
of trust or mortgage on any Facility and any agreement relating thereto; [ii] 
any obligation or agreement that is material to the operation of any Facility 
or that is material to Borrower's business or financial condition; [iii] any 
indebtedness or capital 

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lease that has an outstanding principal balance of at least $50,000.00 
and any agreement relating thereto; and [iv] any obligation to or agreement 
with the Issuer relating to the Letter of Credit.

    "Maturity Date" has the meaning set forth in the Note.

    "Mortgage" means the Mortgage, Security Agreement, Assignment of Leases 
and Rents and Fixture Filing (Acquisition/Land Lien) of even date granted by 
Borrower to Lender, as consolidated pursuant to the Consolidation Agreement.

    "Net Worth" has the meaning set forth in Section 5.11.1.

    "Note" means the Note of even date made by Borrower in favor of Lender 
for a principal amount equal to the Loan Amount.

    "Periodic Financial Statements" means [i] unaudited internal balance 
sheet and statement of income of Borrower for the most recent quarter; and 
[ii] after the Facility is completed, an unaudited internal Facility 
operating statement for the most recent quarter.

    "Permitted Exceptions" means the exceptions to title set forth on 
Exhibit B.

    "Permitted Liens" means [i] liens granted to Lender; [ii] liens 
customarily incurred by Borrower in the ordinary course of business for items 
not due and payable including mechanic's liens and deposits and charges under 
worker's compensation laws; [iii] liens for taxes and assessments not yet due 
and payable; [iv] any lien, charge, or encumbrance which is being contested 
in good faith pursuant to this Agreement; [v] the Permitted Exceptions; and 
[vi] purchase money financing and capitalized equipment leases for the 
acquisition of personal property provided, however, that Lender obtains a 
nondisturbance agreement from the purchase money lender or equipment lessor 
in form and substance as may be satisfactory to Lender if the original cost 
of the equipment exceeds $50,000.00.

    "Personal Property" means the Tangible Personal Property and Intangible 
Personal Property.

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    "Pro Forma Statement" means a financial forecast for the Facility 
for the five year period commencing on the Closing Date prepared in 
accordance with the standards for forecasts established by the American 
Institute of Certified Public Accountants.

    "Real Property" means, collectively, the Land, Improvements and Fixtures.

    "Receivables" means [i] all of Borrower's rights to receive payment for 
providing resident care and services as set forth in any accounts, contract 
rights, and instruments, whether now existing or hereafter arising (but not 
including any rights arising after Lender shall have foreclosed on the 
Facility or after a receiver is appointed for the Facility), and all proceeds 
thereof, and [ii] those documents, chattel paper, inventory proceeds, 
provider agreements, participation agreements, ledger sheets, files, records, 
computer programs, tapes, and agreements relating to Borrower's rights to 
receive payment for providing resident care services.

    "Renewal Date" has the meaning set forth in the Note.

    "Reserves" has the meaning set forth in Section 2.7.3.

    "Secured Obligations" has the meaning set forth in the Mortgage.

    "State" means the State of New York.

    "Survey" means a survey of the Land prepared in accordance with the 
Minimum Detail Requirements for Land Title Surveys jointly adopted by 
ALTA/ACSM in 1992 and such other requirements as may be required by Lender 
and Title Company.

    "Surveyor's Report" means a Surveyor's Report in the form customarily 
used by Title Company and prepared in connection with each Survey.

    "Tangible Personal Property" means all machinery, furniture, equipment, 
trade fixtures, appliances, inventory, and other goods (as "equipment", 
"inventory", and "goods" are defined for purposes of Article 9) now or 
hereafter located in or on or used or usable 

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in connection with the Real Property and replacements, additions, and 
accessions thereto, including without limitation those items which are to 
become Fixtures or which are building supplies and materials to be 
incorporated into an Improvement or Fixture.

    "Title Commitment" means an ALTA Form B Commitment, 1970 form as revised 
10-17-84, for mortgage title insurance issued by the Title Company for each 
Facility.

    "Title Company" means Lawyers Title Insurance Corporation.

    "Title Policy" means the final title policy issued by the Title Company 
to Lender pursuant to the Title Commitment for each Facility.

1.3 INCORPORATION OF AMENDMENTS.  The definition of any agreement, document, 
or instrument set forth in this Agreement or in any other Loan Document shall 
be deemed to incorporate all amendments, modifications, and renewals thereof 
and all substitutions and replacements therefor.

1.4 EXHIBITS.  The following exhibits are attached hereto and incorporated 
herein:

                   Exhibit A:  Legal Description
                   Exhibit B:  Permitted Exceptions
                   Exhibit C:  Government Authorizations
                   Exhibit D:  List of Leases and Contracts
                   Exhibit E:  Pending Litigation
                   Exhibit F:  Documents to be Delivered
                   Exhibit G:  Certificate and Facility Financial Reports

                         ARTICLE 2:  LOAN AND LOAN DOCUMENTS

2.1 OBLIGATION TO LEND.  Subject to the terms and upon the conditions set 
forth in the Loan Documents, Lender shall lend to Borrower up to the Loan 
Amount.  The indebtedness of Borrower to Lender for the Loan is evidenced by 
the Note.

2.2 OBLIGATION TO REPAY.  Borrower shall repay the Loan in accordance with 
the terms of the Note and the other Loan Documents.

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2.2.1    TERM OF THE LOAN.  The term of the Loan will expire on the 
Renewal Date set forth in the Note, unless extended by Borrower to the 
Maturity Date.

2.2.2    INTEREST AND PAYMENTS.  Borrower shall make payments in accordance 
with the Note at the rates set forth in the Note.

2.3 USE OF PROCEEDS.  Borrower shall use the proceeds of the Loan solely for 
the purpose of paying the Approved Costs.

2.4 SECURITY.  The Loan is secured by the Mortgage and any other security for 
the Loan provided to Lender.

2.5 COMMITMENT FEE.    Borrower shall pay the Commitment Fee at the Closing.  

2.6 LOAN EXPENSES.  At the Closing, Borrower shall pay or reimburse Lender 
for any Loan Expenses incurred up to the Closing Date.  Within 30 days after 
receipt of an invoice therefor, Borrower shall reimburse Lender for any Loan 
Expenses incurred by Lender.  Lender may, at Lender's option, apply proceeds 
of the Loan to pay the Commitment Fee and Loan Expenses.

2.7 DISBURSEMENTS.  Upon Borrower's compliance with all conditions precedent, 
Lender shall disburse the Loan.

2.8 CLOSING.  The Closing shall occur at a time and place mutually agreed 
upon by Lender and Borrower, but no later than the date specified in the 
Commitment unless extended by Lender in its sole and absolute discretion.  
Lender may elect to close by exchanging executed counterparts of one or more 
of the Loan Documents and other closing documents by mail or a national 
courier service, or by telecopier followed by exchanging documents by mail or 
national courier service.

                   ARTICLE 3:  CONDITIONS PRECEDENT TO DISBURSEMENT

3.1 CONDITIONS PRECEDENT TO INITIAL DISBURSEMENT.  Borrower shall comply 
with, and Lender's obligation to make the initial disbursement of the Loan 
shall be conditioned upon Borrower's performance of the following conditions 
precedent:

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3.1.1    TITLE COMMITMENT.  Borrower shall have delivered to Lender the 
Title Commitment issued by the Title Company committing to insure the 
Mortgage to be a valid first lien upon the Land and all appurtenant easements 
subject only to Permitted Exceptions.  The Title Commitment shall be in form 
and substance satisfactory to Lender.

3.1.2    SURVEY.  Borrower shall have delivered to Lender the Survey and 
Surveyor's Report in the form customarily used by the Title Company.  The 
Survey shall contain such items as may be required by Lender or Title 
Company. 

3.1.3    ENVIRONMENTAL ASSESSMENT.  Borrower shall have delivered to Lender 
the Environmental Assessment prepared by the Environmental Consultant, in 
form, scope and substance satisfactory to Lender.  

3.1.4    LEGAL OPINION.  Borrower shall have delivered to Lender one or more 
opinions of counsel, in form and substance satisfactory to Lender, covering 
the law of the State and such other federal and state laws as Lender may 
require.  

3.1.5    APPRAISAL.  Borrower shall have delivered to Lender the Appraisal 
for each Facility prepared by an MAI appraiser, addressed to Lender, and in 
form and substance satisfactory to Lender.

3.1.6    INSURANCE.  Borrower shall have delivered to Lender satisfactory 
evidence of the property and liability insurance coverage required by Lender.

3.1.7    LOAN DOCUMENTS.  Borrower shall have delivered to Lender fully 
executed originals of the Loan Documents and Guaranty, and, where applicable, 
such documents shall have been recorded.

3.1.8    ORGANIZATIONAL DOCUMENTS.  Borrower shall have delivered to Lender 
copies of the Borrower's Organizational Documents and resolutions authorizing 
the Loan, certified by Borrower to be true and complete and not revoked or 
amended since the respective dates thereof, and any management agreement for 
the Facility.

3.1.9    FLOOD PLAIN.  Borrower shall have delivered evidence satisfactory to 
Lender that the Land is not located in a 100-year 

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flood plain as defined by the United States Department of Housing and 
Urban Development in the Flood Disaster Protection Act of 1973, as amended, 
or if the Land is located in a 100-year flood plain, that flood insurance 
which satisfies the requirements of the Mortgage is in effect for the 
Facility.

3.1.10   ZONING.  Borrower shall have delivered to Lender copies of the 
applicable zoning ordinance, an up-to-date zoning map designating each 
Facility, certificate of the zoning official having jurisdiction over the 
Facility in form and substance satisfactory to Lender, and such other 
evidence as may be required by Lender to show that each Facility complies 
with applicable zoning, land use and subdivision laws, rules and regulations.

3.1.11   LIST OF LEASES AND CONTRACTS.  Borrower shall have delivered to 
Lender, to the extent available prior to Closing, the List of Leases and 
Contracts.

3.1.12   LICENSES AND PERMITS.  Borrower shall have delivered to Lender, to 
the extent available prior to Closing, copies of all required licenses, 
permits, consents, and approvals, the certificate of occupancy and other 
Government Authorizations as may be needed to comply with all Legal 
Requirements and such items shall be in full force and effect.

3.1.13   EMINENT DOMAIN.  No eminent domain proceedings shall have been 
threatened or be pending with respect to a substantial or material part of 
the Land.

3.1.14   FINANCIAL STATEMENTS.  Borrower shall have delivered to Lender the 
Financial Statements and the Pro Forma Statements.

3.1.15   LETTER OF CREDIT.  Borrower shall have delivered to Lender the 
original Letter of Credit and copies of all notes, collateral documents and 
agreements made between Borrower (or any Affiliate) and Issuer relating to 
the Letter of Credit.

3.1.16   NO EVENT OF DEFAULT.  There shall be no uncured Event of Default 
under this Agreement.

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3.1.17   OTHER CLOSING REQUIREMENTS.  Borrower shall have satisfied all 
other closing requirements of the Loan Documents and the Commitment.

                ARTICLE 4:  BORROWER'S REPRESENTATIONS AND WARRANTIES

         Borrower hereby makes the following representations and warranties, 
as of the Closing Date, to Lender and acknowledges that Lender is making the 
Loan in reliance upon such representations and warranties.  Borrower's 
representations and warranties shall survive the Closing and, except as 
specifically provided below, shall continue in full force and effect until 
Borrower has repaid the Loan in full and performed all other obligations 
under the Loan Documents.

4.1 ORGANIZATION AND GOOD STANDING.  Borrower is a limited liability company 
duly organized, validly existing, and in good standing under the laws of the 
State of New York and is qualified to do business in and is in good standing 
under the laws of the State.

4.2 POWER AND AUTHORITY.  Borrower has the power and authority to execute, 
deliver, and perform its obligations under the Loan Documents and all 
transactions contemplated thereby.  Borrower has taken all requisite action 
to authorize the execution, delivery and performance of Borrower's 
obligations under such documents.  

4.3 ENFORCEABILITY.  The Loan Documents constitute valid and binding 
obligations of Borrower, enforceable in accordance with their terms.  The 
Guaranty constitutes the valid and binding obligation of Guarantor, 
enforceable in accordance with their terms.

4.4 NO VIOLATION.  The execution, delivery and performance of the Loan 
Documents and Guaranty and the consummation of the transactions contemplated 
by the Loan Documents and Guaranty [i] do not conflict with and will not 
conflict with, and do not result and will not result in a breach of the 
Borrower's Organizational Documents; [ii] do not conflict with and will not 
conflict with, and do not result and will not result in a breach of, or 
constitute or will constitute a default (or an event which, with or without 
notice or lapse of time, or both, would constitute a default) 

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under, or result or will result in a creation of any lien or 
encumbrance (other than the lien of the Mortgage) upon any Facility under any 
of the terms, conditions or provisions of any agreement or other instrument 
or obligation to which Borrower or Guarantor is a party or by which its 
assets are bound; and [iii] do not violate and will not violate any order, 
writ, injunction, decree, statute, rule or regulation applicable to Borrower, 
Guarantor, or any Facility.

4.5 NO LITIGATION.  As of the Closing Date and except as disclosed on Exhibit 
E, [i] there are no actions, suits, proceedings or investigations by any 
governmental agency or regulatory body pending against Borrower, Guarantor or 
any Facility; [ii] Borrower has not received notice of any threatened 
actions, suits or proceeding or investigations against Borrower, Guarantor or 
any Facility at law or in equity, or before any governmental board, agency or 
authority which, if determined adversely to Borrower or Guarantor, would 
materially and adversely affect any Facility, or the financial condition of 
Borrower or Guarantor; [iii] there are no unsatisfied or outstanding 
judgments against Borrower, Guarantor or any Facility; [iv] there is no labor 
dispute materially and adversely affecting the operation or business 
conducted by Borrower, Guarantor, or any Facility; and [v] Borrower does not 
have knowledge of any facts or circumstances which might reasonably form the 
basis for any such action, suit, or proceeding.

4.6 FINANCIAL STATEMENTS.  Borrower has furnished Lender with true, correct 
and complete copies of the Financial Statements.  The Financial Statements 
fairly present the financial position of Borrower, as of the respective dates 
and the results of operations for the periods then ended in conformance with 
generally accepted accounting principles applied on a basis consistent with 
prior periods. The Financial Statements are true, complete and correct and, 
as of the Closing Date, no material adverse change has occurred since the 
furnishing of such statements and information.  As of the Closing Date, the 
Financial Statements and other information do not contain any untrue 
statement or omission of a material fact and are not misleading in any 
material respect.  Borrower and Guarantor are solvent, and no bankruptcy, 
insolvency, or similar proceeding is pending or contemplated by or against 
Borrower or Guarantor.

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4.7 REPORTS, STATEMENTS AND COPIES.  All reports, statements, 
certificates and other data furnished by or on behalf of Borrower or 
Guarantor to Lender in connection with the Loan Documents or Guaranty 
Documents, or the transactions contemplated thereunder, and all 
representations and warranties made therein, or any certificate or other 
instrument delivered in connection therewith, are true and correct in all 
material respects and do not omit to state any material fact or circumstance 
necessary to make the statements contained therein, in light of the 
circumstances under which they are made, not misleading as of the date of 
such information, reports, statements or certificates.  The copies of all 
agreements and instruments submitted to Lender, including, without 
limitation, all agreements relating to management of the Facility, the Letter 
of Credit, and Borrower's working capital are true, correct and complete 
copies and include all amendments and modifications of such agreements.

4.8 TITLE TO LAND.  Borrower has good, indefeasible record fee simple title 
to the Land, free and clear of any and all mortgages, liens, charges, claims, 
collateral assignments, leases, attachments, levies, encroachments, 
rights-of-way, equities, restrictions, assessments, and all other title 
matters whatsoever except for the Permitted Exceptions.

4.9 PARTIES IN POSSESSION.  Except as disclosed on Exhibit B, there are no 
parties in possession of any Facility or any portion thereof as managers, 
lessees, tenants at sufferance, or trespassers.

4.10 ACCESS.  Access to the Land is directly from a dedicated public 
right-of-way without any easement.  There is no fact or condition which would 
result in the termination or reduction of the current access to and from the 
Land to such right-of-way.

4.11 UTILITIES.  There are available at the Land gas, water, and sanitary 
sewer lines, storm sewers, electrical and telephone services in operating 
condition which are adequate for the operation of each Facility at a 
reasonable cost.  The Land has direct access to utility lines located in a 
dedicated public right-of-way without any easement.  As of the Closing Date, 
there is no pending or threatened governmental or third party proceeding 
which 

                                        - 16 -

would impair or result in the termination of such utility availability.

4.12     CONDEMNATION AND ASSESSMENTS.  As of the Closing Date, Borrower has 
not received notice of, and there are no pending or, to the best of 
Borrower's knowledge, threatened, condemnation, assessment or similar 
proceedings affecting or relating to any Facility, or any portion thereof, 
any utilities, sewers, roadways or other public improvements.

4.13     ZONING.  As of the Closing Date, [i] the use and operation of the 
Facility as an assisted living facility is a permitted use under the 
applicable zoning code; [ii] except as disclosed on Exhibit C hereto, no 
special use permits, conditional use permits, variances, or exceptions have 
been granted or are needed to develop or use each Facility as an assisted 
living facility; and [iii] the Land is not located in any special districts 
such as historical districts or overlay districts.

4.14     GOVERNMENT AUTHORIZATIONS.  The Facility conforms to all Legal 
Requirements.  Exhibit C attached hereto contains a complete list of all 
Government Authorizations required for the operation of the Facility.  Except 
as otherwise noted in Exhibit C, Borrower has obtained all Government 
Authorizations required to commence operation of the Facility.

4.15     ENVIRONMENTAL MATTERS.  Subject to the matters disclosed in the 
Environmental Assessment, during the period of Borrower's ownership of the 
Facility and, to the best of Borrower's knowledge after diligent inquiry, for 
the period prior to Borrower's ownership of the Facility, [i] the Facility is 
in compliance with all Environmental Laws; [ii] there were no releases of 
Hazardous Materials on, from, or under the Facility, except in compliance 
with all Environmental Laws; [iii] no Hazardous Materials have been, are or 
will be used, generated, stored, or disposed of at the Facility, except in 
compliance with all Environmental Laws; [iv] asbestos has not been and will 
not be used in the construction of any Improvements; [v] no permit is or has 
been required from the Environmental Protection Agency or any similar agency 
or department of any state or local government for the use or maintenance of 
any Improvements; and [vi] no summons, citation or inquiry has been made by 
any such environmental unit, body or agency or a third 

                                        - 17 -

party demanding any right of recovery for payment or reimbursement for 
costs incurred under CERCLA or any other Environmental Laws and the Land is 
not subject to the lien of any such agency.  "Disposal" and "release" shall 
have the meanings set forth in CERCLA.  

4.16     LEASES AND CONTRACTS.  To the best of Borrower's knowledge after due 
inquiry, as of the Closing Date and except as disclosed on Exhibit D, there 
are no leases or contracts (including but not limited to, insurance 
contracts, maintenance contracts, construction contracts, employee benefit 
plans, employment contracts, equipment leases, security agreements, architect 
agreements, and management contracts) relating to any part of the ownership, 
operation, possession, renovation, management or administration of the Land 
or the Facility.

4.17     NO DEFAULT.  As of the Closing Date, [i] there is no existing Event 
of Default under the Loan Documents; and [ii] no event has occurred which, 
with the giving of notice or the passage of time, or both, would constitute 
or result in such an Event of Default.

4.18     ERISA.  To the best of Borrower's knowledge after due inquiry, all 
plans [as defined in Section 4021(a) of the Employee Retirement Income Security
Act of 1974 as amended or supplemented from time to time ("ERISA")] for which 
Borrower is an "employer" or a "substantial employer" [as defined in 
Sections 3(5) and 4001(a)(2) of ERISA, respectively] are in compliance with 
ERISA and the regulations and published interpretations thereunder.  To the 
extent Borrower maintains a qualified defined benefit pension plan:  [i] there
exists no accumulated funding deficiency; [ii] no reportable event and no 
prohibited transaction has occurred; [iii] no lien has been filed or threatened
to be filed by the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA; and [iv] Borrower has not been deemed to be a
substantial employer as of the Closing Date.

4.19     CHIEF EXECUTIVE OFFICE.  Borrower maintains its chief executive 
office and its books and records at the address set forth in the introductory 
paragraph of this agreement.  Borrower does not conduct any of its business 
or operations other than at its chief executive office and at the Facility.

                                        - 18 -

4.20     OTHER NAME OR ENTITIES.  Except as disclosed herein, none of 
Borrower's business is conducted through any corporate subsidiary, 
unincorporated association or other entity and Borrower has not, within the 
six years preceding the date of this agreement [i] changed its name, [ii] 
used any name other than the name stated at the beginning of this agreement, 
or [iii] merged or consolidated with, or acquired any of the assets of, any 
corporation or other business.

4.21     PRO FORMA STATEMENT.  Borrower has delivered to Lender a true, 
correct, and complete copy of the Pro Forma Statement.  The Pro Forma 
Statement shows Borrower's reasonable expectation of the most likely results 
of Facility operations for the five year period commencing on the Closing 
Date.

4.22     TAX STATUS.  Borrower is taxable as a partnership under the Internal 
Revenue Code and all applicable state tax laws.

4.23     EQUITY.  Borrower is prepared and able to fund as needed the 
Facility Costs and working capital for the Facility in an amount not less 
than Borrower's Equity.

                          ARTICLE 5:  AFFIRMATIVE COVENANTS

5.1      PERFORM OBLIGATIONS.  Borrower shall perform all of its obligations 
under the Loan Documents, the Government Authorizations, the Permitted 
Exceptions, all Insurance Requirements and all Legal Requirements.  Borrower 
shall take all necessary action to obtain all Government Authorizations 
required for the operation of the Facility as soon as possible after the 
Effective Date.

5.2 INDEMNITY.

5.2.1    INDEMNIFICATION.  Borrower shall indemnify, save harmless and defend 
Lender, any successors or assigns of Lender, and Lender's and such 
successor's and assign's directors, officers, employees and agents from and 
against any and all liabilities, obligations, claims, damages (including 
consequential damages), penalties, causes of action, costs and expenses 
(including without limitation, reasonable attorneys' fees and court costs) 
imposed upon or incurred by or asserted against Lender by reason of [i] its 

                                        - 19 -

holding of a lien against any Facility; [ii] any accident or injury to 
or death of persons or loss of or damage to or loss of the use of property 
occurring on or about any Facility or any part thereof or the adjoining 
sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways; 
[iii] any use, nonuse or condition of any Facility or any part thereof or the 
adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys 
or ways; [iv] performance of any labor or services or the furnishing of any 
materials or other property in respect of any Facility or any part thereof 
made or suffered to be made by or on behalf of Borrower; [v] any negligence 
or tortious act on the part of Borrower or any of its respective agents, 
contractors, lessees, licensees, or invitees; [vi] any work in connection 
with any alterations, changes, new construction or demolition of any 
Facility; or [vii] the consummation of the Loan and the execution and 
delivery of the Loan Documents. Borrower will pay and save Lender harmless 
against any and all liability with respect to any intangible personal 
property tax or similar imposition of the State or any subdivision or 
authority thereof now or hereafter in effect, to the extent that the same may 
be payable by Lender in respect of the Mortgage or the Secured Obligations.  
All amounts payable to Lender under this section shall be payable on written 
demand and shall be deemed indebtedness secured by the Mortgage and any such 
amounts which are not paid within 10 days after demand therefor by Lender 
shall bear interest at the Default Rate.  In case any action, suit or 
proceeding is brought against Borrower by reason of any such occurrence, 
Borrower shall use its best efforts to defend such action, suit or proceeding.

5.2.2    NOTICE OF CLAIM.  Lender shall notify Borrower in writing of any 
claim or action brought against Lender in which indemnity may be sought 
against Borrower pursuant to this section.  Such notice shall be given in 
sufficient time to allow Borrower to defend or participate in such claim or 
action, but the failure to give such notice in sufficient time shall not 
constitute a defense hereunder nor in any way impair the obligations of 
Borrower under this section unless the failure to give such notice precludes 
Borrower's defense of any such action.

5.2.3    SURVIVAL OF COVENANTS.  The covenants of Borrower contained in this 
section shall remain in full force and effect after the termination of this 
Agreement until the expiration of the 

                                        - 20 -

period stated in the applicable statute of limitations during which a 
claim or cause of action may be brought and payment in full or the 
satisfaction of such claim or cause of action and of all expenses and charges 
incurred by Lender relating to the enforcement of the provisions herein 
specified.

5.2.4    REIMBURSEMENT OF EXPENSES.  Unless prohibited by law, Borrower 
hereby agrees to pay to Lender all of the reasonable fees, charges and 
reasonable out-of-pocket expenses related to the Facility and requested by 
Lender or required hereby, or incurred by Lender in enforcing the provisions 
of this Agreement, which are not otherwise required to be paid by Borrower.

5.3 ENVIRONMENTAL INDEMNITY; AUDITS.

5.3.1    INDEMNIFICATION.  Borrower shall defend, indemnify and hold harmless 
Lender, any successors to Lender's interest in this Agreement or the other 
Loan Documents, and Lender's and such successors' directors, officers, 
employees, agents, and contractors from and against any losses, claims, 
damages (including consequential damages), penalties, fines, liabilities, 
costs (including cleanup and recovery costs), and expenses (including 
expenses of litigation and reasonable attorneys' fees) incurred by Lender or 
other indemnitee or assessed against any Facility by virtue of any claim or 
lien by any governmental or quasi-governmental unit, body, or agency, or any 
third party for clean-up costs or other costs pursuant to CERCLA or any other 
Environmental Law.  Borrower's indemnity shall survive the termination of 
this Agreement.  Provided, however, Borrower shall have no indemnity 
obligation with respect to (i) Hazardous Materials that are first introduced 
to any Facility subsequent to the date that Borrower's legal and equitable 
ownership and occupancy of any Facility shall have fully terminated; or (ii) 
Hazardous Materials introduced to any Facility by Lender, its successors or 
assigns.

5.3.2    AUDITS.  If at any time during the term of the Loan any governmental 
authority notifies Borrower of a violation of Environmental Laws or Lender 
reasonably believes that a Facility may violate Environmental Laws, Lender 
may require one or more additional environmental audits of the Facility by a 
qualified environmental consultant in such form, scope and substance as 
specified by Lender, at Borrower's expense.

                                        - 21 -

5.4 MECHANIC'S LIENS.  Borrower shall not suffer or permit any 
mechanic's, materialmen or construction lien claims to be filed or otherwise 
asserted against any Facility and will promptly discharge the same in case of 
the filing of any lien claims or proceedings for the enforcement thereof; 
provided, however, that Borrower shall have the right to contest in good 
faith and with due diligence the validity of any such lien or claim upon 
furnishing to the Title Company such security or indemnity as may be required 
by Lender.  If Borrower shall fail promptly either to discharge or to contest 
claims asserted and give security or indemnity as required by Lender, then 
Lender may, at its election (but shall not be required to), after 10 days' 
notice to Borrower, procure the release and discharge of any such claim and 
any judgment or decree thereon and may in its sole discretion effect any 
settlement or compromise of the same, or may furnish such security or 
indemnity to the Title Company, and any amounts so expended by Lender, 
including premiums paid or security furnished in connection with the issuance 
of any surety company bonds, shall be deemed to be an advance.  In settling, 
compromising, or discharging any claims or liens, Lender shall not be 
required to inquire into the validity or amount of any such claim and shall 
have no liability for its actions in connection therewith.

5.5 PERSONAL PROPERTY.  All of the Personal Property will be kept free and 
clear of all mortgages, conditional vendor's liens, equipment leases and all 
liens, encumbrances, and security interests whatsoever, except for the 
Permitted Liens.  Borrower shall, from time to time upon Lender's reasonable 
request, furnish Lender with satisfactory evidence of the foregoing, 
including searches of applicable public records.  Upon Lender's request, 
Borrower shall execute and deliver a security agreement, financing statements 
and other related instruments to evidence and perfect Lender's security 
interest in the Personal Property.  If Borrower fails to execute any such 
instrument pursuant to Lender's request, Lender may execute such instrument 
as Borrower's attorney-in-fact pursuant to the power of attorney made by 
Borrower in the Mortgage.

5.6 PROCEEDINGS TO ENJOIN OR PREVENT CONSTRUCTION.  If any proceedings are 
filed seeking to enjoin or otherwise prevent or declare invalid or unlawful 
the construction, occupancy, maintenance, or operation of the Improvements or 
any portion thereof, Borrower will cause such proceedings to be vigorously 

                                        - 22 -

contested in good faith, and in the event of an adverse ruling or 
decision, prosecute all allowable appeals therefrom, and will, without 
limiting the generality of the foregoing, resist the entry or seek the stay 
of any temporary or permanent injunction that may be entered, and use its 
best efforts to bring about a favorable and speedy disposition of all such 
proceedings and any other proceedings.

5.7 DOCUMENTS AND INFORMATION.

5.7.1    FURNISH DOCUMENTS.  Borrower shall periodically during the term of 
the Loan deliver to Lender the Annual Financial Statements, Periodic 
Financial Statements and other documents described on Exhibit F within the 
specified time periods.  With each delivery of Annual Financial Statements 
and Periodic Financial Statements to Lender, Borrower shall also deliver to 
Lender a certificate signed by a member of Borrower, an Annual Facility 
Financial Report or Quarterly Facility Financial Report, as applicable, and a 
Quarterly Facility Accounts Receivable Aging Report, all in the form of 
Exhibit G.  In addition, Borrower shall deliver to Lender the Annual Facility 
Financial Report and a Quarterly Facility Accounts Receivable Aging Report 
(based upon internal financial statements) within 60 days after the end of 
each fiscal year.

5.7.2    FURNISH INFORMATION.  Borrower shall [i] promptly supply Lender with 
such information concerning its financial condition, affairs and property, as 
Lender may reasonably request from time to time hereafter; [ii] promptly 
notify Lender in writing of any condition or event that constitutes a breach 
or event of default of any term, condition, warranty, representation, or 
provisions of this Agreement or any other agreement, and of any material 
adverse change in its financial condition; [iii] maintain a standard and 
modern system of accounting; [iv] permit Lender or any of its agent or 
representatives to have access to and to examine all of its books and records 
regarding the financial condition of each Facility at any time or times 
hereafter during business hours; and [v] permit Lender to copy and make 
abstracts from any and all of said books and records.  

5.7.3    FURTHER ASSURANCES AND INFORMATION.  Borrower shall, on request of 
Lender from time to time, execute, deliver, and furnish 

                                        - 23 -

documents as may be necessary to fully consummate the transactions 
contemplated under this Agreement.  Within 15 days after a request from 
Lender, Borrower shall provide to Lender such additional information 
regarding Borrower, Borrower's financial condition or any Facility as Lender, 
or any existing or proposed creditor of Lender, or any auditor or underwriter 
of Lender, may require from time to time, including, without limitation, a 
current Borrower's Certificate and Facility  Financial Report in the form of 
Exhibit G.

5.7.4    MATERIAL COMMUNICATIONS.  Borrower shall transmit to Lender, within 
five business days after receipt thereof, any material communication 
affecting a Facility, the Loan Documents, the Legal Requirements or the 
Government Authorizations, and Borrower will promptly respond to Lender's 
inquiry with respect to such information.  Borrower shall promptly notify 
Lender in writing of any potential, threatened or existing litigation or 
proceeding against, or investigation of, Borrower, Guarantor or any Facility 
that may affect the right to operate the Facility or title to the Facility or 
Lender's interest therein.

5.7.5    REQUIREMENTS FOR FINANCIAL STATEMENTS.  Borrower shall meet the 
following requirements in connection with the preparation of the financial 
statements: [i] all audited financial statements shall be prepared in 
accordance with generally accepted accounting principles consistently 
applied; [ii] all unaudited financial statements shall be prepared in a 
manner substantially consistent with prior audited and unaudited financial 
statements submitted to Lender; [iii] all financial statements shall fairly 
present the financial condition and performance for the relevant period in 
all material respects; [iv] the financial statements shall include all notes 
to the financial statements and a complete schedule of contingent liabilities 
and transactions with Affiliates; and [v] the audited financial statements 
shall contain an unqualified opinion.

5.8      COMPLIANCE WITH LAWS.  Borrower shall comply with all Legal 
Requirements and keep all Government Authorizations in full force and effect. 
Borrower shall pay when due all taxes and governmental charges of every kind 
and nature that are assessed or imposed upon Borrower at any time during the 
term of the Loan, including, without limitation, all income, franchise, 
capital stock, property,

                                        - 24 -

sales and use, business, intangible, employee withholding, and all taxes and 
charges relating to Borrower's business and operations. 

5.9      BROKER'S COMMISSION.  Borrower shall indemnify Lender from claims of 
brokers arising by the execution hereof or the consummation of the 
transactions contemplated hereby and from expenses incurred by Lender in 
connection with any such claims (including attorneys' fees).

5.10     EXISTENCE AND CHANGE IN OWNERSHIP.  Borrower and Manager shall each 
maintain its existence throughout the term of this Agreement.  Any change in 
the ownership of Borrower or Manager, directly or indirectly, shall require 
Lender's prior written consent.

5.11     FINANCIAL COVENANTS.  The defined terms used in this section are 
defined in Section 5.11.1.  The following financial covenants shall be met 
throughout the term of the Loan:

5.11.1   DEFINITIONS.

         (a)  "Cash Flow" means the net income of Borrower as reflected on 
the income statement of Borrower plus [i] the amount of the provision for 
depreciation and amortization; plus [ii] the amount of the provision for 
management fees; plus [iii] the amount of the provision for income taxes; 
plus [iv] the amount of the provision for interest payments; minus [v] an 
imputed management fee equal to 5% of revenues (net of contractual 
allowances); and minus [vi] an imputed replacement reserve equal to $400.00 
per unit at the Facility, per year.

         (b)  "Coverage Ratio" is the ratio of [i] Cash Flow for each 
applicable period; [ii] to the principal and interest payments due pursuant 
to the Note and all other debt service and lease payments relating to the 
Facility for the applicable period.

         (c)  "Net Worth" means an amount equal to the total consolidated 
fair market value of the tangible assets of the entity or person (excluding 
goodwill and other intangible assets) minus the total consolidated 
liabilities of the entity or person.  The method of calculating Net Worth and 
valuing business assets shall be consistent with the financial statements 
provided to Lender prior to the Closing.

                                        - 25 -

5.11.2   COVERAGE RATIO.  As of the date 12 months after the Closing 
Date and thereafter throughout the term of the Loan, Borrower shall maintain 
for each fiscal quarter a Coverage Ratio of not less than 1.25 to 1.0.

5.11.3   NET WORTH.  Each Guarantor shall maintain a Net Worth of at least 
$6,000,000.00.

5.11.4   CURRENT RATIO.  Borrower shall maintain for each fiscal quarter a 
ratio of current assets to current liabilities (but excluding the current 
portion of long term debt) of not less than 1.1 to 1.0.

                            ARTICLE 6:  NEGATIVE COVENANTS

         Until the Secured Obligations shall have been performed in full, 
Borrower covenants and agrees that Borrower shall not do any of the following 
without the prior written consent of Lender:

6.1      NO DEBT.  Borrower shall not create, incur, assume, or permit to 
exist any indebtedness other than [i] trade debt incurred in the ordinary 
course of Borrower's business; [ii] indebtedness relating to the Letter of 
Credit; and [iii] indebtedness that is secured by any Permitted Lien.

6.2      O LIENS.  Borrower shall not create, incur, or permit to exist any 
lien, charge, encumbrance, easement or restriction upon the Facility or any 
lien upon or pledge of any interest in Borrower, except for Permitted Liens.

6.3      NO GUARANTIES.  Borrower shall not create, incur, assume, or permit 
to exist any guarantee of any loan or other indebtedness except for the 
endorsement of negotiable instruments for collection in the ordinary course 
of business.

6.4      NO TRANSFER OF FACILITY.  Borrower shall not sell, lease, mortgage, 
convey or otherwise transfer any legal or equitable interest in any Facility 
except for [i] transfers made in connection with any Permitted Lien; and [ii] 
residency agreements with the residents of the Facility.

                                        - 26 -

6.5      NO DISSOLUTION.  Borrower and Manager shall not dissolve, 
liquidate, merge, consolidate or terminate its existence or sell, assign, 
lease, or otherwise dispose of (whether in one transaction or in a series of 
transactions) all or substantially all of its assets (whether now owned or 
hereafter acquired).

6.6      NO CHANGE IN MANAGEMENT.  No material change shall occur in the 
executive management of Borrower or of Manager or in the management of the 
Facility.  The Manager shall remain the manager of the Facility.

6.7      NO INVESTMENTS.  Borrower shall not purchase or otherwise acquire, 
hold, or invest in securities (whether capital stock or instruments 
evidencing indebtedness) of or make loans or advances to any person, 
including, without limitation, any Guarantor, any Affiliate or any 
shareholder, member or partner of Borrower or any Affiliate, except for cash 
balances temporarily invested in short-term or money market securities.

6.8      CONTRACTS.  Borrower shall not execute or modify any material 
contracts or agreements with respect to any Facility.  Contracts made in the 
ordinary course of business and in an amount less than $50,000.00 shall not 
be considered "material" for purposes of this paragraph.

6.9      SUBORDINATION OF PAYMENTS.  After the occurrence of an Event of 
Default and until such Event of Default is cured, Borrower shall not make any 
payments or distributions (including salary, bonuses, fees, principal, 
interest, dividends, liquidating distributions, management fees, cash flow 
distributions, or lease payments) to Guarantor, Manager, any Affiliate or any 
shareholder, member or partner of Borrower, Guarantor or any Affiliate.

6.10     CHANGE OF LOCATION OR NAME.  Borrower shall not change any of the 
following:  [i] the location of the principal place of business or chief 
executive office of Borrower, or any office where any of Borrower's books and 
records are maintained; or [ii] the name under which Borrower conducts any of 
its business or operations.  Borrower can make such change after 15 days 
notice to Lender and the execution and filing of UCC statements and other 
documents reasonably requested by Lender.

                                        - 27 -

                           ARTICLE 7:  DEFAULT AND REMEDIES

7.1      EVENT OF DEFAULT.  Any one or more of the following events shall 
constitute an "Event of Default" hereunder:

7.1.1    Borrower fails to pay any installment on the Note or any other 
monetary obligation payable by Borrower under the Loan Documents within 10 
days after such payment is due.

7.1.2    Failure of Borrower or Manager (where applicable) to comply with any 
covenant set forth in Section 5.10, Section 5.11, Article 6 or Section 9.1 of 
this agreement.

7.1.3    Borrower fails to observe and perform any covenant, condition or 
agreement under the Loan Documents to be performed by Borrower and [i]
continuance of such failure for a period of 30 days after written notice 
thereof is given to the Borrower by the Lender; or [ii] if, by reason of the 
nature of such default the same cannot be remedied within the said 30 days, 
Borrower fails to proceed with reasonable diligence (reasonably satisfactory 
to Lender) after receipt of the notice to cure the same or, in any event, 
fails to cure such default within 60 days after receipt of the notice.  The 
foregoing notice and cure provisions do not apply to any Event of Default 
otherwise specifically described in any other subsection of Section 7.1.

7.1.4    [i] The filing by Borrower of a petition under 11 U.S.C. or the 
commencement of a bankruptcy or similar proceeding by Borrower; [ii] the 
failure by Borrower within 60 days to dismiss any involuntary bankruptcy 
petition or other commencement of a bankruptcy, reorganization or similar 
proceeding against Borrower or to lift or stay any execution, garnishment or 
attachment of the Facility; [iii] the entry of an order for relief under 11 
U.S.C. in respect of Borrower; [iv] assignment by Borrower for the benefit of 
its creditors; [v] the entry by Borrower into an agreement of composition 
with its creditors; [vi] the approval by a court of competent jurisdiction of 
a petition applicable to Borrower in any proceeding for its reorganization 
instituted under the provisions of any state or federal bankruptcy, 
insolvency, or similar laws; or [vii] appointment by final order, judgment or 
decree of a court of competent jurisdiction of a receiver of the whole or any 
substantial part of the properties of Borrower (provided such 

                                        - 28 -

receiver shall not have been removed or discharged within 60 days of 
the date of his qualification).

7.1.5    [i] Any receiver, administrator, custodian or other person takes 
possession or control of all or part of any Facility and continues in 
possession for 60 days; [ii] any writ against all or part of any Facility is 
not released within 60 days; [iii] any judgment in excess of $100,000 is 
rendered or proceedings are instituted against all or part of any Facility or 
Borrower which affect all or part of any Facility and which is undismissed 
for 60 days (except as otherwise provided in this section); [iv] all or a 
substantial part of the assets of Borrower are attached, seized, subjected to 
a writ or distress warrant, or are levied upon, or come into the possession 
of any receiver, trustee, custodian, or assignee for the benefit of creditors 
and are not released within 60 days; [v] Borrower is enjoined, restrained, or 
in any way prevented by court order, or any proceeding is filed or commenced 
seeking to enjoin, restrain, or in any way prevent Borrower from conducting 
all or a substantial part of its business or affairs and such proceeding is 
not released within 60 days; or [vi] if a notice of lien, levy, or assessment 
is filed of record with respect to all or any part of the property of 
Borrower and is not dismissed within 30 days.

7.1.6    Any representation or warranty made by Borrower or Guarantor in the 
Loan Documents, Guaranty, any guaranty of or other security for the Secured 
Obligations, or any report, certificate, application, financial statement or 
other instrument furnished by Borrower or Guarantor pursuant hereto or 
thereto shall prove to be false, misleading or incorrect in any material 
respect as of the date made.

7.1.7    Borrower vacates or abandons the Facility or any material part 
thereof or ceases to do business or ceases to exist for any reason whatever.

7.1.8    Borrower, any Guarantor or any Affiliate defaults on any 
indebtedness or obligation to Lender or any agreement with Lender, or 
Borrower defaults on any Material Obligation, and any applicable grace or 
cure period with respect to default under such indebtedness, obligation or 
agreement expires without such default having been cured.  This provision 
applies to all such 

                                        - 29 -

indebtedness, obligations and agreements as they may be amended, 
modified, extended, or renewed from time to time.

7.1.9    Any guarantor of the Secured Obligations dissolves, terminates, is 
adjudicated incompetent, files a petition in bankruptcy, or is adjudicated 
insolvent under 11 U.S.C. or any other insolvency law, or fails to comply 
with any covenant or requirement set forth in the guaranty of such guarantor, 
and Borrower fails within 30 days to deliver to Lender a substitute guaranty 
or other collateral reasonably satisfactory to Lender.  Upon the death or 
incompetency of any guarantor of the Secured Obligations, the current amount 
of the "Guaranteed Credit" as defined in the Guaranty of the deceased or 
incompetent guarantor shall be immediately due and payable and Lender shall 
have the right to file a claim for such amount against the estate of the 
deceased or incompetent guarantor, unless Borrower delivers to Lender a 
substitute guaranty or other collateral reasonably satisfactory to Lender 
within 30 days after the death or adjudication of incompetency.  If Borrower 
provides evidence satisfactory to Lender that the remaining guarantors have a 
combined net worth of at least Eighteen Million Dollars ($18,000,000.00), 
this shall be deemed to be satisfactory substitute collateral and Lender 
shall not have a claim against the deceased guarantor's estate or against the 
incompetent guarantor.

7.1.10   The occurrence of any change in the legal or equitable ownership of 
all or part of any Facility, or any interest therein, or of Borrower or 
Manager, directly or indirectly, without the prior written consent of Lender.

7.1.11   The license for the Facility, or any other Government Authorization, 
is cancelled, suspended or otherwise invalidated or there is a reduction in 
the number of licensed units at the Facility in excess of three units.

7.2 REMEDIES ON DEFAULT.  Whenever any Event of Default occurs, Lender may, 
in addition to any other remedies under the Loan Documents, at law or in 
equity, take any one or more of the following remedial steps concurrently or 
successively:

7.2.1    ACCELERATION.  Lender may declare the Secured Obligations to be 
immediately due and payable, without presentment of any kind, 

                                        - 30 -

demand, notice of dishonor, protest, or other notice of any kind, all 
of which Borrower hereby waives.

7.2.2    OTHER REMEDIES.  Lender may take whatever action at law or in equity 
as may appear necessary or desirable to collect any monies then due and/or 
thereafter to become due, or to enforce performance of the Secured 
Obligations.

7.2.3    WAIVER.  Without waiving any prior or subsequent Event of Default, 
Lender may waive any Event of Default or, with or without waiving any Event 
of Default, remedy any default.

7.2.4    TERMINATE DISBURSEMENT.  Lender may terminate its obligation to 
disburse Loan proceeds.

7.2.5    COMPLETE CONSTRUCTION.  Lender may enter and take possession of the 
Land and Facility without terminating the Mortgage, and complete construction 
of the Improvements (or any part thereof) and perform the obligations of 
Borrower under the Loan Documents.  Without limiting the generality of the 
foregoing and for the purposes aforesaid, Borrower hereby appoints Lender its 
lawful attorney-in-fact with full power to do any of the following:  [i] 
complete construction and equipping of the Improvements in the name of 
Borrower; [ii] use unadvanced funds remaining under the Note, or funds that 
may be reserved, escrowed, or set aside for any purposes hereunder at any 
time, or to advance funds in excess of the Loan Amount, to complete the 
Improvements; [iii] make changes in the Plans and Specifications that shall 
be necessary or desirable to complete the Improvements in substantially the 
manner contemplated by the Plans and Specifications; [iv] retain or employ 
new general contractors, subcontractors, architects, engineers, and 
inspectors as shall be required for said purposes; [v] pay, settle, or 
compromise all existing bills and claims, which may be liens or security 
interests, or to avoid such bills and claims becoming liens against the 
Facility or security interest against fixtures or equipment, or as may be 
necessary or desirable for the completion of the construction and equipping 
of the Improvements or for the clearance of title; [vi] execute all 
applications and certificates, in the name of Borrower, that may be required 
by any of the Construction Documents; [vii] do any and every act that 
Borrower might do in its own behalf, to prosecute and defend all actions or 
proceedings in connection with the Improvements; and [viii] to execute, 
deliver and file all applications and other documents and take any and all 
actions necessary to transfer the operations of 

                                        - 31 -

the Facility to Lender or Lender's designee.  This power of attorney is 
a power coupled with an interest and cannot be revoked.

                              ARTICLE 8:  MISCELLANEOUS

8.1 ADVANCES BY LENDER.  At any time and from time to time, Lender may incur 
and/or pay and/or advance costs or expenses:  (i) incurred or advanced by 
Lender which Lender is authorized or has the right (but not necessarily the 
obligation) to incur or may incur under any Loan Document or any law; (ii) of 
whatever nature incurred or advanced by Lender in exercising any right or 
remedy provided under any Loan Document or in taking any action which Lender 
is authorized to take under any Loan Document; (iii) required to be paid by 
Borrower under any Loan Document, but which Borrower fails to pay within 10 
days after demand; or (iv) any and all costs and expenses from which Borrower 
is required to hold Lender harmless under any Loan Document, but from which 
Borrower fails to hold Lender harmless.  Any costs, expenses, or advances 
incurred or paid by Lender shall become part of the Loan and, upon demand, 
shall be paid to Lender together with interest thereon at the Default Rate 
from the date of disbursement by Lender.  Payment of such costs, expenses, or 
advances shall be secured by the Mortgage.

8.2 POWER OF ATTORNEY.  To the extent permitted by law, Borrower hereby 
irrevocably and unconditionally appoints Lender, or Lender's authorized 
officer, agent, employee or designee, as Borrower's true and lawful 
attorney-in-fact, to act for Borrower in Borrower's name, place, and stead, 
to execute, deliver and file all applications and any and all other necessary 
documents or things to effect the issuance, transfer, reinstatement, renewal 
and/or extension of any and all licenses and other Governmental 
Authorizations issued to Borrower or applied for by Borrower in connection 
with Borrower's operation of each Facility, to permit any transferee to 
operate each Facility under the Governmental Authorizations, and to do any 
and all other acts incidental to any of the foregoing.  Borrower irrevocably 
and unconditionally grants to Lender as its attorney-in-fact full power and 
authority to do and perform every act necessary and proper to be done in the 
exercise of any of the foregoing powers as fully as Borrower might or could 
do if personally present or acting, with full power of substitution, hereby 
ratifying and confirming all that said attorney shall lawfully do or cause to 
be done by virtue hereof.  This power of attorney is coupled with an interest 
and is 

                                        - 32 -

irrevocable prior to the full performance of the Secured Obligations.  
Except in the case of an emergency, Lender shall give Borrower three business 
days prior written notice before acting on behalf of Borrower pursuant to 
this power of attorney.

8.3 CONSTRUCTION OF RIGHTS AND REMEDIES AND WAIVER OF NOTICE AND CONSENT.  

8.3.1    APPLICABILITY.  The provisions of this Section 8.3 shall apply to 
all rights and remedies provided by any Loan Document or by law or equity.  

8.3.2    WAIVER OF NOTICES AND CONSENT TO REMEDIES.  Unless otherwise 
expressly provided herein, any right or remedy may be pursued without notice 
to or further consent of Borrower, both of which Borrower waives.  

8.3.3    CUMULATIVE RIGHTS.  Each right or remedy under the Loan Documents is 
distinct from but cumulative to each other right or remedy and may be 
exercised independently of, concurrently with, or successively to any other 
rights and remedies.  

8.3.4    EXTENSION OR MODIFICATION OF LOAN.  No extension of time for or 
modification of amortization of the Loan shall release the liability or bar 
the availability of any right or remedy against Borrower or any successor in 
interest, and Lender shall not be required to commence proceedings against 
Borrower or any successor or to extend time for payment or otherwise to 
modify amortization of the Loan secured by this Agreement by reason of any 
demand by Borrower or any successor.  

8.3.5    RIGHT TO SELECT SECURITY.  Lender has the right to proceed at its 
election against all security or against any item or items of such security 
from time to time, and no action against any item or items of security shall 
bar subsequent actions against any item or items of security.  

8.3.6    FORBEARANCE NOT A WAIVER.  No forbearance in exercising any right or 
remedy shall operate as a waiver thereof; no forbearance in exercising any 
right or remedy on any one or more occasion shall operate as a waiver thereof 
on any further occasion; and no single or partial exercise of any right or 
remedy shall preclude any other exercise thereof or the exercise of any other 
right or remedy.

                                        - 33 -

8.3.7    NO WAIVER.  Failure by Lender to insist upon the strict 
performance of any of the covenants and agreements herein set forth or to 
exercise any rights or remedies upon default by Borrower hereunder shall not 
be considered or taken as a waiver or relinquishment for the future of the 
right to insist upon and to enforce by mandamus or other appropriate legal or 
equitable remedy strict compliance by Borrower with all of the covenants and 
conditions hereof, or of the rights to exercise any such rights or remedies, 
if such default by Borrower is continued or repeated, or of the right to 
recover possession of any Facility by reason thereof.  To the extent 
permitted by law, any two or more of such rights or remedies may be exercised 
at the same time.  

8.3.8    NO CONTINUING WAIVERS.  If any covenant or agreement contained in 
the Loan Documents is breached by Borrower and thereafter waived by Lender, 
such waiver shall be limited to the particular breach so waived and shall not 
be deemed to waive any other breach hereunder.  No waiver shall be binding 
unless it is in writing and signed by Lender.  No course of dealing between 
Lender and Borrower, nor any delay nor omission on the part of Lender, in 
exercising any rights under the Loan Documents shall operate as a waiver.  

8.3.9    APPROVAL NOT A WAIVER.  Lender's review and approval of any 
contracts relating to a Facility shall not constitute a waiver by Lender of 
any of the terms or requirements of the Loan Documents which may conflict 
with any provision of any such contracts.

8.3.10   NO RELEASE.  Borrower and any other person now or hereafter 
obligated for the payment or performance of all or any part of the Note shall 
not be released from paying and performing under the Note, and the lien of 
the Mortgage shall not be affected by reason of [i] the failure of Lender to 
comply with any request of Borrower (or of any other person so obligated), to 
take action to foreclose the Mortgage or otherwise enforce any of the 
provisions of the Mortgage or of any of the Secured Obligations, or [ii] the 
release, regardless of consideration, of the obligations of any person liable 
for payment or performance of the Note, or any part thereof, or [iii] any 
agreement or stipulation extending the time of payment or modifying the terms 
of the Note, and in the event of such agreement or stipulation, Borrower and 
all such other persons shall continue to be liable under such documents, as 
amended by such agreement or stipulation, unless expressly released and 
discharged in writing by Lender.

                                        - 34 -

8.3.11   WAIVER OF HOMESTEAD, APPRAISAL AND EXEMPTION.  Borrower, for 
itself and its successors and assigns, hereby irrevocably waives and 
releases, to the extent permitted by law, and whether now or hereafter in 
force, [i] the benefit of any and all valuation and appraisement laws, [ii] 
any right of redemption after the date of any sale of any Facility upon 
foreclosure, whether statutory or otherwise, in respect of any Facility, [iii]
 any applicable homestead or dower laws, and [iv] all exemption laws 
whatsoever and all moratoriums, extensions or stay laws or rules, or orders 
of court in the nature of any one or more of them.

8.4 ASSIGNMENT.

8.4.1    ASSIGNMENT BY LENDER.  Lender may assign, negotiate, pledge, or 
transfer this Agreement, the Note, the Mortgage, and all other Loan Documents 
to any creditors to secure a loan from such creditors to Lender and, in case 
of such assignment, the rights and remedies of Lender in connection with the 
interest and assigns shall be enforceable against Borrower by such creditors 
with the same force and effect and to the same extent as the same would have 
been enforceable by Lender but for such assignment.  Lender shall have the 
right to sell participation interests in the Loan provided that Lender shall 
be designated the agent for all participants in the Loan.

8.4.2    ASSIGNMENT BY BORROWER.  Borrower shall not assign or attempt to 
assign its rights nor delegate its obligations under this Agreement.

8.5 NOTICES.  All notices, demands, requests, and consents (hereinafter 
"notices") given pursuant to the terms of this Agreement shall be in writing, 
shall be addressed to the addresses set forth in the introductory paragraph 
of this Agreement and shall be served by [i] personal delivery; [ii] United 
States certified mail, return receipt requested, postage prepaid; or [iii] 
nationally recognized overnight courier.  All notices shall be deemed to be 
given upon the earlier of actual receipt or three days after deposit in the 
United States mail or one business day after deposit with the overnight 
courier.  Any notices meeting the requirements of this section shall be 
effective, regardless of whether or not actually received.  Lender and 
Borrower may change their notice address at any time by giving the other 
party notice of such change.

                                        - 35 -

8.6 ENTIRE AGREEMENT.  This Agreement and the other Loan Documents 
constitute the entire agreement between Borrower and Lender.  No 
representations, warranties, and agreements have been made by Lender except 
as set forth in this Agreement.  If there is any conflict between the terms 
and provisions of the Commitment and the terms of this Agreement, this 
Agreement shall govern.

8.7 SEVERABILITY.  If any term or provision of this Agreement is held or 
deemed by Lender to be invalid or unenforceable, such holding shall not 
affect the remainder of this Agreement and the same shall remain in full 
force and effect.

8.8 CAPTIONS AND HEADINGS.  The captions and headings are inserted only as a 
matter of convenience and for reference and in no way define, limit or 
describe the scope of this Agreement or the intent of any provision thereof.

8.9 GOVERNING LAW.  This Agreement shall be governed by and construed under 
the laws of the State.

8.10 BINDING EFFECT.  This Agreement will be binding upon and inure to the 
benefit of the heirs, successors, personal representatives, and permitted 
assigns of Lender and Borrower.

8.11 MODIFICATION.  This Agreement may only be modified by a writing signed 
by both Lender and Borrower.  All references to this Agreement, whether in 
this Agreement or in any other document or instrument, shall be deemed to 
incorporate all amendments, modifications, and renewals of this Agreement 
made after the date hereof.  If Borrower requests Lender's consent to any 
change in ownership, merger or consolidation of Borrower or Guarantor, any 
assumption of the Loan, or any modification of the Loan Documents, Borrower 
shall provide Lender all relevant information and documents sufficient to 
enable Lender to evaluate the request.  In connection with any such request, 
Borrower shall pay to Lender a fee in the amount of $2,500.00 and shall pay 
all of Lender's reasonable attorney's fees and expenses and other reasonable 
out-of-pocket expenses incurred in connection with Lender's evaluation of 
Borrower's request, the preparation of any documents and amendments, the 
subsequent amendment of any documents between Lender and its collateral pool 
lenders (if applicable), and all related matters.

                                        - 36 -

8.12     CONSTRUCTION OF AGREEMENT.  This Agreement has been prepared 
by Lender and its professional advisors and reviewed by Borrower and its 
professional advisors.  Lender, Borrower and their advisors believe that this 
Agreement is the product of all their efforts, it expresses their agreement, 
and that it shall not be interpreted in favor of either Lender or Borrower or 
against either Lender or Borrower merely because of their efforts in 
preparing it.

8.13     COUNTERPARTS.  This Agreement may be executed in multiple 
counterparts, each of which shall be deemed an original hereof.

8.14     NO THIRD-PARTY BENEFICIARY RIGHTS.  No person not a party to this 
Agreement shall have or enjoy any rights hereunder and all third-party 
beneficiary rights are expressly negated.  Without limiting the generality of 
the foregoing, no one other than Borrower shall have any rights to obtain or 
compel a disbursement of proceeds of the Loan hereunder.  

8.15     LENDER'S AUTHORITY TO FURNISH COPIES OF LOAN DOCUMENTS.  Lender may 
exhibit or furnish the Loan Documents or copies thereof to any potential 
transferee of the Secured Obligations (whether such transfer is absolute or 
collateral), to any governmental or regulatory authority in connection with 
any legal, administrative or regulatory proceedings requiring the disclosure 
of the terms of the Loan Documents, to Lender's attorneys, auditors and 
underwriters, and to any other person or entity for which there is a 
legitimate business purpose for such disclosure.

8.16     PERMITTED CONTESTS.  Borrower, on its own or on Lender's behalf (or 
in Lender's name), but at Borrower's expense, may contest, by appropriate 
legal proceedings conducted in good faith and with due diligence, the amount 
or validity or application, in whole or in part, of any Imposition (as 
defined in the Mortgage) or any legal requirement or insurance requirement or 
any lien, attachment, levy, encumbrance, charge or claim provided that [i] in 
the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge 
or claim, the commencement and continuation of such proceedings shall suspend 
the collection thereof from Lender and from the Facility, [ii] the Facility 
or any part thereof or interest therein would not be in any immediate danger 
of being sold, forfeited, attached or lost, [iii] in the case of a legal 
requirement, Lender would not be in any immediate danger of civil or criminal 
liability for failure to comply therewith pending the outcome of such 
proceedings, [iv] in the event that any such 

                                        - 37 -

contest shall involve a sum of money or potential loss in excess of 
$50,000.00, the Borrower shall deliver to Lender and its counsel an opinion 
of Borrower's counsel to the effect set forth in clauses [i], [ii] and [iii], 
to the extent applicable; [v] in the case of a legal requirement and/or an 
Imposition, lien, encumbrance or charge, Borrower shall give such reasonable 
security as may be demanded by Lender to insure ultimate payment of the same 
and to prevent any sale or forfeiture of the Facility or any part thereof by 
reason of such non-payment or non-compliance, [vi] in the case of an 
insurance requirement, the coverage required by the Mortgage shall be 
maintained, [vii] in the case of a mechanic's or materialmen lien, the 
requirements of Section 5.4 shall be satisfied, and [viii] if such contest be 
finally resolved against Lender or Borrower, Borrower shall promptly pay the 
amount required to be paid, together with all interest and penalties accrued 
thereon, or comply with the applicable legal requirement or insurance 
requirement.  Lender, at Borrower's expense, shall execute and deliver to 
Borrower such authorizations and other documents as may reasonably be 
required in any such contest, and, if reasonably requested by Borrower or if 
Lender so desires, Lender shall join as a party therein. Borrower shall 
indemnify and save Lender harmless against any liability, cost or expense of 
any kind that may be imposed upon Lender in connection with any such contest 
and any loss resulting therefrom.

8.17     LENDER MERELY A LENDER.

8.17.1   NO AGENCY.  LENDER IS NOT AND WILL NOT BE IN ANY WAY THE AGENT FOR 
OR TRUSTEE OF BORROWER.  LENDER DOES NOT INTEND TO ACT IN ANY WAY FOR OR ON 
BEHALF OF BORROWER IN DISBURSING THE PROCEEDS OF THE LOAN.  LENDER'S PURPOSE 
IN MAKING THE REQUIREMENTS SET FORTH IN THIS AGREEMENT IS TO PROTECT THE 
VALIDITY AND PRIORITY OF ITS MORTGAGE AND THE VALUE OF ITS SECURITY.  LENDER 
DOES NOT INTEND TO BE AND IS NOT AND WILL NOT BE RESPONSIBLE FOR THE 
COMPLETION OF ANY IMPROVEMENTS ERECTED OR TO BE ERECTED UPON THE LAND; THE 
PAYMENT OF BILLS OR ANY OTHER DETAILS IN CONNECTION WITH THE LAND AND 
IMPROVEMENTS; ANY PLANS AND SPECIFICATIONS PREPARED IN CONNECTION WITH THE 
LAND AND IMPROVEMENTS; OR BORROWER'S RELATIONS AND CONTRACTS WITH ANY 
CONTRACTORS, SUBCONTRACTORS, MATERIALMEN, OR LABORERS PERFORMING WORK OR 
SUPPLYING MATERIALS FOR THE LAND AND IMPROVEMENTS.

8.17.2   NO OBLIGATION TO PAY.  THE MORTGAGE AND THIS AGREEMENT ARE NOT TO BE 
CONSTRUED BY BORROWER OR ANYONE FURNISHING LABOR, 

                                        - 38 -

MATERIALS, OR ANY OTHER WORK OR PRODUCT FOR IMPROVING THE LAND AS AN 
AGREEMENT UPON THE PART OF LENDER TO ASSURE THAT ANYONE WILL BE PAID FOR 
FURNISHING SUCH LABOR, MATERIALS, OR ANY OTHER WORK OR PRODUCT.  BORROWER 
SHALL BE SOLELY RESPONSIBLE FOR SUCH PAYMENTS.

8.17.3   NO RESPONSIBILITY FOR CONSTRUCTION.  LENDER IS NOT RESPONSIBLE FOR 
CONSTRUCTION OF THE IMPROVEMENTS.  NOTWITHSTANDING INSPECTION OF THE LAND AND 
THE IMPROVEMENTS, LENDER AND LENDER'S INSPECTOR ASSUME NO RESPONSIBILITY FOR 
THE QUALITY OF CONSTRUCTION OR WORKMANSHIP OR FOR THE ARCHITECTURAL OR 
STRUCTURAL SOUNDNESS OF ANY IMPROVEMENTS OR FOR THE ADHERENCE TO OR APPROVAL 
OF ANY PLANS AND SPECIFICATIONS IN CONNECTION THEREWITH OR FOR ANY 
IMPROVEMENTS.

                                 ARTICLE 9:  SECURITY

9.1 LETTER OF CREDIT.

9.1.1    TERMS OF LETTER OF CREDIT.  As partial security for the performance 
of its obligations under the Loan Documents, Borrower shall maintain the 
Letter of Credit in favor of Lender until the Secured Obligations are 
performed in full. The Letter of Credit shall permit partial draws and shall 
permit drawing upon presentation of a draft drawn on the Issuer and a 
certificate signed by Lender stating that an Event of Default has occurred.  
The Letter of Credit shall be for an initial term of one year and shall be 
automatically renewed annually for successive terms of at least one year 
unless the Lender receives notice from the Issuer, by certified mail, at 
least 60 days prior to the expiry date then in effect that the Letter of 
Credit will not be extended for an additional one-year period.

9.1.2    REPLACEMENT LETTER OF CREDIT.  Borrower shall provide a replacement 
Letter of Credit that satisfies the requirements of Section 9.1.1 from an 
Issuer acceptable to Lender within 30 days after the occurrence of [i] 
Lender's receipt of notice from the Issuer that the Letter of Credit will not 
be extended for an additional one-year period; or [ii] Lender gives notice to 
Borrower that the Lace Financial Service rating for the Issuer is less than a 
"C+"; or [iii]Lender gives notice to Borrower that Issuer admits in writing 
its inability to pay its debts generally as they become due, files a petition 
in bankruptcy or petitions to take advantage of any insolvency act, makes an 
assignment for the benefit of its creditors, consents to the appointment of a 
receiver of itself or of the whole or any substantial part of its property, 
or files a 

                                        - 39 -

petition or answer seeking reorganization or arrangement under the 
federal bankruptcy laws or any other applicable law or statute of the United 
States of America or any state thereof.  Borrower's failure to comply with 
the requirements of this section shall be an immediate Event of Default under 
the Loan Documents without any notice, cure or grace period.

9.1.3    DRAWS.  Lender may draw under the Letter of Credit upon the 
occurrence of an Event of Default under any of the Loan Documents.  Any such 
draw may be in whole or in part and, if a partial draw, may be made from time 
to time after the occurrence of an Event of Default and while it is 
continuing.  Any such draw shall not cure an Event of Default.  Lender shall 
have the right, but not the obligation, to apply all or any portion of the 
proceeds from the Letter of Credit to pay all or any portion of [a] the 
outstanding principal balance of the Loan, whether matured or unmatured; plus 
[b] all accrued unpaid interest; plus [c] any prepayment fee payable under 
the Note; plus [d] all other obligations, charges, costs, and expenses 
payable by Borrower under the Loan Documents; plus [e] all reasonable 
expenses and costs incurred by Lender in administering, enforcing or 
preserving Lender's rights under the Note, Loan Agreement, Letter of Credit, 
Mortgage, or any other security, including but not limited to, [i] the fees, 
expenses, and costs of any litigation, receivership, administrative, 
bankruptcy, insolvency, or other similar proceeding; [ii] attorney, 
paralegal, consulting and witness fees and disbursements; and [iii] the 
expenses, including but not limited to, lodging, meals and transportation, of 
Lender and its employees, agents, attorneys, and witnesses in preparing for 
litigation, receivership, administrative, bankruptcy, insolvency, or similar 
proceedings and attendance at hearings, depositions, and trials in connection 
therewith.

         With respect to any portion of the Letter of Credit proceeds that is 
not applied to payment of the Secured Obligations, Lender shall have the 
option to either [i] deposit the proceeds into an interest-bearing account 
with a financial institution chosen by Lender ("LC Account"); or [ii] require 
Borrower to obtain a replacement Letter of Credit satisfactory to Lender and 
Borrower may use the proceeds to secure Borrower's reimbursement obligation 
for the Letter of Credit.  All interest accruing on the LC Account shall be 
paid to Lender and may, from time to time, be withdrawn from the LC Account 
by Lender and applied to payment of Secured Obligations.  At any time and 
from time to time until the Secured 

                                        - 40 -

Obligations are performed in full, Lender may apply all or any portion 
of the funds held in the LC Account to payment of all or any portion of the 
Secured Obligations.  Within 10 days after any such payment from the LC 
Account, Lender shall give written notice to Borrower describing the amount 
of such payment and how it was applied to the Secured Obligations.

         Upon the occurrence of either [i] Lender's receipt of a replacement 
Letter of Credit that satisfies the requirements of Section 9.1.1 and is 
issued by an Issuer acceptable to Lender; or [ii] the date on which the 
Secured Obligations are performed in full, Lender shall pay the principal 
balance of the LC Account (including any accrued interest) to Borrower.

9.1.4    PARTIAL DRAWS.  Upon the occurrence of a monetary Event of Default 
under any of the Loan Documents, Lender may, at its option, make a partial 
draw on the Letter of Credit in an amount not to exceed the amount of 
Borrower's monetary obligations under the Loan Documents then past due.  If 
Lender then applies the proceeds from such partial draw on the Letter of 
Credit to payment of all or any portion of Borrower's monetary obligations 
then past due, Borrower shall, within 10 days after notice from Lender of 
such partial draw and payment, cause the amount of the Letter of Credit to be 
reinstated to the amount in effect prior to such partial draw.  Borrower's 
failure to comply with the requirements of this section shall be an immediate 
Event of Default under the Loan Documents without any notice, cure or grace 
period.  Lender's rights under this Section 9.1.4 are in addition to, and not 
in limitation of, Lender's rights under Section 9.1.3.

9.1.5    SUBSTITUTE LETTER OF CREDIT.  Borrower may, from time to time, 
deliver to Lender a substitute Letter of Credit meeting the requirements of 
this Agreement and issued by an Issuer acceptable to Lender.  Upon Lender's 
approval of the substitute Letter of Credit, Lender shall release the 
previous Letter of Credit to the Borrower.  

9.2 GUARANTY.  The Loan is guaranteed by the Guarantor pursuant to the 
Guaranty.

                                        - 41 -

         IN WITNESS WHEREOF, Lender and Borrower have executed and 
delivered this Agreement effective as of the Effective Date.

                                  HEALTH CARE REIT, INC.

                                  By:____________________________

                                       Title:____________________

                                  KAPSON ROCHESTER MANOR, LLC

                                  By:____________________________ 
                                     Glenn Kaplan, Member

                                  Tax I.D. No. __________________

STATE OF OHIO      )
                   ) SS: 
COUNTY OF LUCAS    )

         On the ____ day of _____________, 1996 before me personally came 
________________________________________, to me known, who, being by me duly 
sworn, did depose and say that he resides in  ________________________________;
that he is the ___________________ of Health Care REIT, Inc., the corporation
described in and which executed the above instrument; and that he signed his 
name thereto by order of the Board of Directors of said corporation.

                                  _______________________________    
                                  Notary Public

My Commission Expires:___________________             [SEAL]

                                        - 42 -

STATE OF NEW YORK       )
                        ) SS: 
COUNTY OF NASSAU        )

         On the ____ day of March, 1996 before me personally came Glenn 
Kaplan, to me known, who, being by me duly sworn, did depose and say that he 
resides in Woodbury, New York; that he is a member of Kapson Rochester Manor, 
LLC, the limited liability company described in and which executed the above 
instrument; and that he signed his name thereto by order of the members of 
said company.

                                  _______________________________ 
                                  Notary Public

My Commission Expires:___________________             [SEAL]

                              ACKNOWLEDGMENT OF MANAGER

         The undersigned Manager hereby consents to the foregoing Loan 
Agreement between Kapson Rochester East, LLC and Health Care REIT, Inc. and 
agrees to be bound by all of the terms and provisions of the Loan Agreement 
applicable to Manager, including, without limitation, Sections 5.10, 6.5, 6.6 
and 6.9 and Article 10 of the Loan Agreement.

                                  SENIOR QUARTERS MANAGEMENT CORP.

                                  By:____________________________

                                       Title:__________________

                                        - 43 -

STATE OF NEW YORK       )
                        ) SS: 
COUNTY OF NASSAU        )

         On the ____ day of March, 1996 before me personally came 
____________, to me known, who, being by me duly sworn, did depose and say 
that he resides in Woodbury, New York; that he is the ______________________ 
of Senior Quarters Management Corp., the corporation described in and which 
executed the above instrument; and that he signed his name thereto by order 
of the Board of Directors of said corporation.

                                  _______________________________     
                                  Notary Public

My Commission Expires:___________________             [SEAL]

THIS INSTRUMENT PREPARED BY:

DIANE V. DAVIS, ESQ. 
SHUMAKER, LOOP & KENDRICK 
1000 JACKSON STREET 
TOLEDO, OHIO 43624

                                        - 44 -

                            EXHIBIT A:  LEGAL DESCRIPTION

                           EXHIBIT B:  PERMITTED EXCEPTIONS

1.  Taxes and assessments not yet due and payable.

                                  [TO BE COMPLETED]

                       EXHIBIT C:  GOVERNMENT AUTHORIZATIONS

                                [BORROWER TO PROVIDE]

                       EXHIBIT D:  LIST OF LEASES AND CONTRACTS

                                [BORROWER TO PROVIDE]

                            EXHIBIT E:  PENDING LITIGATION

                                         NONE

                        EXHIBIT F:  DOCUMENTS TO BE DELIVERED

         Borrower shall deliver each of the following documents to Lender no 
later than the date specified for each document:

          1.  Annual Financial Statements of Borrower (audited financial 
statement of Borrower and audited operating statement for each Facility) 
- -within 90 days after the end of each fiscal year.

          2.  Periodic Financial Statements of Borrower and Facility - within 
45 days after the end of each quarter.

          3.  Borrower's Certificate and Facility Financial Report 
(Exhibit G) - with each delivery of Borrower's financial statements.

          4.  Annual Financial Statements of Guarantor - within 30 days after 
the end of each fiscal year.

          5.  Periodic Financial Statements of Guarantor - within 10 days 
after Lender's request (not to exceed once per year).

          6.  Guarantor's certificate - with each delivery of Guarantor's 
financial statements.

          7.  Federal tax returns of Borrower and Guarantor - within 15 days 
after the filing of the return.  If the filing date is extended, also provide 
a copy of the extension application within 15 days after filing.

          8.  Survey and inspection reports for each Facility - within 7 days 
after receipt by Borrower.

          9.  Real estate taxes

              (a)  Copy of invoice and check - within 5 days after the due 
date; and

              (b)  Copy of official receipt or other satisfactory evidence of 
payment - within 30 days after the due date.

         10.  Certificate of insurance renewal and evidence of payment 
of premium - at least 30 days prior to the expiration of each policy.

                          EXHIBIT G:  BORROWER'S CERTIFICATE            
                           AND FACILITY OF FINANCIAL REPORT

Report Period:  Commencing ____________ and ending ___________

Loan:    $6,484,375.00 loan made by Health Care REIT, Inc. ("Lender") to Kapson
         Rochester East, LLC ("Borrower")

         I hereby certify to Lender as follows:

         1.   The attached [specify AUDITED or UNAUDITED and ANNUAL or 
QUARTERLY, and if CONSOLIDATED, so state] financial statements of Borrower [i]
have been prepared in accordance with generally accepted accounting principles
consistently applied; [ii] have been prepared in a manner substantially 
consistent with prior financial statements submitted to Lender; and [iii] 
fairly present the financial condition and performance of Borrower in all 
material respects.

         2.   The attached [Annual or Quarterly] Facility Financial Report 
for the Report Period is complete, true and accurate and has been prepared in 
a manner substantially consistent with prior schedules submitted to Lender.  
As set forth in the [Annual or Quarterly] Financial Report, Borrower has 
maintained the Coverage Ratio and the Current Ratio for the Report Period as 
required under the Loan Agreement between Borrower and Lender.

         3.   To the best of my knowledge, Borrower was in compliance with 
all of the provisions of the Loan Agreement and all other loan documents 
executed by Borrower in connection with the Loan at all times during the 
Report Period, and no default, or any event which with the passage of time or 
the giving of notice or both would constitute a default, has occurred under 
the Loan.

         Executed this _____ day of _______________, _________.

                                  KAPSON ROCHESTER EAST, LLC

                                  Name:__________________________

                                       Title:____________________

                           ANNUAL FACILITY FINANCIAL REPORT

FACILITY NAME:    ____________________________________________________________
FACILITY ADDRESS: ____________________________________________________________
                  ____________________________________________________________

REPORT PERIOD:    Twelve (12) months beginning _______________________________
                  and ending ________________________________________________.
                  All information reported should be for this period only.

                                         CENSUS        % RESIDENT
  OCCUPANCY DATA                          DATA            DAYS        % REVENUES
- --------------------------------------------------------------------------------
Total Beds/Units:       _______        Medicaid:        _______%       _______% 
Total Available Days:   _______        Medicare:        _______%       _______% 
Total Occupied Days:    _______        Private & Other: _______%       _______%
Occupancy Percentage:   _______%       Total:           _______%       _______%

                                 OPERATING DATA

1.  Gross Revenues . . . . . . . . . . . . . . . . . . . . . $______________

2.  Contractual Allowances . . . . . . . . . . . . . . . . . $______________

3.  Net Revenues . . . . . . . . . . . . . . . . . . . . . . $______________

4.  Operating Expenses (before interest,
    lease/rent, depreciation, amortization and
    management fees) . . . . . . . . . . . . . . . . . . . . $______________

5.  Net Operating Income . . . . . . . . . . . . . . . . . . $______________

6.  Interest Expense . . . . . . . . . . . . . . . . . . . . $______________

7.  Lease/Rent Expense . . . . . . . . . . . . . . . . . . . $______________

8.  Depreciation Expense . . . . . . . . . . . . . . . . . . $______________ 

9.  Amortization Expense . . . . . . . . . . . . . . . . . . $______________

10. Management Fees. . . . . . . . . . . . . . . . . . . . . $______________ 

11. Management Fees (as a percent of Gross
    Revenues). . . . . . . . . . . . . . . . . . . . . . . .  ______________%

12. Overhead Allocation (if applicable). . . . . . . . . . . $______________

13. Other (identify) . . . . . . . . . . . . . . . . . . . . $______________

14. Income Taxes . . . . . . . . . . . . . . . . . . . . . . $______________ 

15. Net Income (amount should agree with the
    facility's financial statements) . . . . . . . . . . . . $______________

                                    FINANCING DATA                   
               (Note:  This data breaks out Items 6 and 7 above.)

                            Related to Health    All Other Leases        
                            Care REIT, Inc.      and/or Debt        Total   
                            -----------------------------------------------

Interest or Lease Expense       _________         _________        ________

Principal Payments 
(if any)                        _________         _________        ________

                              $                  $               $
                                ----------         ----------      ----------
                                ----------         ----------      ----------

                                    COVERAGE RATIO

1.  Net Operating Income                                       $______________

2.  Less Imputed Management Fee
       (5% of gross revenues)                                  (______________)

3.  Less Imputed Replacement Reserve for
    period ($400.00 per unit per year)                         (______________)

4.  Adjusted Net Operating Income                              $______________ 

5.  Loan/Lease Payments to HCRI                                $______________ 

6.  Actual Coverage Ratio (Line 4 DIVIDED BY Line 5)            ______________ 

7.  Minimum Coverage Ratio (per Loan
    Agreement) (after first 12 months 
    of operation)                                            1.25/1.0  1.25/1.0 

                                    CURRENT RATIO

1.  Current Assets                                           $______________ 

2.  Current Liabilities                                      $______________ 

3.  Actual Current Ratio (Line 1 DIVIDED BY Line 2)          $______________ 

4.  Minimum Current Ratio (per Loan Agreement)                       1.1/1.0 

I certify that the foregoing is true and accurate.

_________________________________               Date:________________________

Name:_________________

    Title:_________________

Phone Number:_______________

                         QUARTERLY FACILITY FINANCIAL REPORT

FACILITY NAME:      __________________________________________________________
FACILITY ADDRESS:   __________________________________________________________
                    __________________________________________________________
  

REPORT PERIOD:      Three (3) months beginning _______________________________ 
                    and ending _______________________________________________.
                    All information reported should be for this period only.

                                         CENSUS       % RESIDENT 
OCCUPANCY DATA                            DATA            DAYS       % REVENUES
- --------------------------------------------------------------------------------
 Total Beds/Units:       _______        Medicaid:        _______%       _______%
 Total Available Days:   _______        Medicare:        _______%       _______%
 Total Occupied Days:    _______        Private & Other: _______%       _______%
 Occupancy Percentage:   _______%       Total:           _______%       _______%

                                   OPERATING DATA

1.  Gross Revenues . . . . . . . . . . . . . . . . . . . . . . $______________
 

2.  Contractual Allowances . . . . . . . . . . . . . . . . . . $______________
 

3.  Net Revenues . . . . . . . . . . . . . . . . . . . . . . . $______________
 

4.  Operating Expenses (before interest,
    lease/rent, depreciation, amortization and
    management fees) . . . . . . . . . . . . . . . . . . . . . $______________

5.  Net Operating Income . . . . . . . . . . . . . . . . . . . $______________
 

6.  Interest Expense . . . . . . . . . . . . . . . . . . . . . $______________
 

7.  Lease/Rent Expense . . . . . . . . . . . . . . . . . . . . $______________
 

8.  Depreciation Expense . . . . . . . . . . . . . . . . . . . $______________
 

9.  Amortization Expense . . . . . . . . . . . . . . . . . . . $______________
 

10. Management Fees. . . . . . . . . . . . . . . . . . . . . . $______________
 

11. Management Fees (as a percent of Gross
    Revenues). . . . . . . . . . . . . . . . . . . . . . . . .  ______________%

12. Overhead Allocation (if applicable). . . . . . . . . . . . $______________
 

13. Other (identify) . . . . . . . . . . . . . . . . . . . . . $______________
 

14. Income Taxes . . . . . . . . . . . . . . . . . . . . . . . $______________
 

15. Net Income (amount should agree with the
    facility's financial statements) . . . . . . . . . . . . . $______________

                                    FINANCING DATA
                  (Note:  This data breaks out Items 6 and 7 above.)

                           Related to Health     All Other Leases
                             Care REIT, Inc.        and/or Debt       Total
- -------------------------------------------------------------------------------
                                           
Interest or Lease Expense       _________            _________        ________
Principal Payments 
(if any)                        _________            _________        ________

                              $                   $               $           
                               ------------        ------------    ------------
                               ------------        ------------    ------------

                                    COVERAGE RATIO

1.  Net Operating Income                                        $______________

2.  Less Imputed Management Fee
      (5% of gross revenues)                                    (______________)

3.  Less Imputed Replacement Reserve for
    period ($400.00 per unit per year)                          (______________)

4.  Adjusted Net Operating Income                               $______________ 

5.  Loan/Lease Payments to HCRI                                 $______________ 

6.  Actual Coverage Ratio (Line 4 DIVIDED BY Line 5)             ______________ 

7.  Minimum Coverage Ratio (per Loan
    Agreement) (after first 12 months
    of operation)                                                      1.25/1.0 

                                    CURRENT RATIO

1.  Current Assets                                              $______________ 

2.  Current Liabilities                                         $______________ 

3.  Actual Current Ratio (Line 1 DIVIDED BY Line 2)              ______________ 

4.  Minimum Current Ratio (per Loan Agreement)                          1.1/1.0 

I certify that the foregoing is true and accurate.

                                       Date:                                   
- -------------------------                    -----------------------------------

Name:                   
     --------------------
    Title:              
           --------------

Phone Number:           
             ------------

                 QUARTERLY FACILITY ACCOUNTS RECEIVABLE AGING REPORT
                                           
                      FACILITY NAME:    ________________________
                                           
                      FACILITY ADDRESS: ________________________
                                        ________________________
                                        ________________________
                                           
ACCOUNTS RECEIVABLE AGING AS OF ____________ (MOST RECENT QUARTER ENDED)

PAYOR 0-30 DAYS % 31-60 DAYS % 61-90 DAYS % OVER 90 DAYS % Medicaid $_____________ $_____________ $_____________ $_____________ ___% ___% ___% ___% Medicare $_____________ $_____________ $_____________ $_____________ ___% ___% ___% ___% Commercial Insurance $_____________ $_____________ $_____________ $_____________ ___% ___% ___% ___% Other -_____________ $_____________ $_____________ $_____________ $_____________ ___% ___% ___% ___% TOTALS $_____________ $_____________ $_____________ $_____________ 100% 100% 100% 100% % OF TOTALS $ ___________% ___________% ___________% ___________% ACCOUNTS RECEIVABLE AGING AS OF ____________ (2ND RECENT QUARTER ENDED) PAYOR 0-30 DAYS % 31-60 DAYS % 61-90 DAYS % OVER 90 DAYS %
Medicaid $_____________ $_____________ $_____________ $_____________ ___% ___% ___% ___% Medicare $_____________ $_____________ $_____________ $_____________ ___% ___% ___% ___% Commercial Insurance $_____________ $_____________ $_____________ $_____________ ___% ___% ___% ___% Other - $_____________ $_____________ $_____________ $_____________ ______________ ___% ___% ___% ___% TOTALS $_____________ $_____________ $_____________ $_____________ 100% 100% 100% 100% % OF TOTALS ___________% ___________% ___________% ___________%
Additional Loan Agreements The following is a schedule of additional loan agreements relating to facilities of which the Company owns the entire or a majority interest. Stockholders may obtain a copy of such documents by so requesting in writing. Loan Agreement dated March, 1996 between Kapson Rochester East, LLC and Health Care REIT, Inc. Building Loan Agreement, dated as of December 14, 1994, by and between Larkfield Gardens Associates, L.P. and Sims Mortgage Funding, Inc. Loan Agreement, effective as of January 11, 1995, between Kapson Chestnut Ridge Development Corp., as borrower, and Health Care REIT, Inc., as lender.

Basic Info X:

Name: LOAN AGREEMENT
Type: Loan Agreement
Date: Aug. 23, 1996
Company: KAPSON SENIOR QUARTERS CORP
State: Delaware

Other info:

Date:

  • Saturday
  • Sunday
  • November 28 , 1994
  • September 28 , 1995
  • November 9 , 1995
  • March 27 , 1996
  • March , 1996
  • December 14 , 1994
  • January 11 , 1995

Organization:

  • Crossways Park Drive
  • State of Delaware
  • Kapson Management Corp.
  • State of New York
  • Articles of Organization of Borrower
  • Secretary of State
  • State of Ohio
  • Comprehensive Environmental Response
  • Consent of Manager
  • Requirements for Environmental Assessments
  • [ g ] Construction Loan Period
  • Board of Insurance Underwriters
  • Collateral Assignment of Management Agreement
  • Kapson Group and Manager
  • American Institute of Certified Public Accountants
  • Minimum Detail Requirements for Land Title Surveys
  • ALTA Form B Commitment
  • Lawyers Title Insurance Corporation
  • United States Department of Housing and Urban Development
  • Pro Forma Statements
  • Environmental Protection Agency
  • Pension Benefit Guaranty Corporation
  • Borrower 's Equity
  • Annual Facility Financial Report or Quarterly Facility Financial Report
  • Borrower 's Certificate and Facility Financial Report
  • Eighteen Million Dollars
  • Event of Default
  • Lace Financial Service
  • Letter of Credit
  • Kapson Rochester Manor , LLC
  • Senior Quarters Management Corp.
  • Board of Directors of
  • Notary Public My Commission Expires
  • LOOP & KENDRICK
  • Annual Financial Statements of Borrower
  • Periodic Financial Statements of Borrower
  • Annual Financial Statements of Guarantor
  • Periodic Financial Statements of Guarantor
  • Health All Other Leases Care REIT , Inc.
  • Imputed Replacement Reserve
  • Kapson Rochester East , LLC
  • Larkfield Gardens Associates
  • Sims Mortgage Funding , Inc.
  • Kapson Chestnut Ridge Development Corp.
  • Health Care REIT , Inc.

Location:

  • Toledo
  • Town Gate Manor
  • Greece
  • POSSESSION
  • Borrower
  • United States of America
  • ROCHESTER MANOR
  • Woodbury
  • New York
  • OHIO
  • ROCHESTER EAST
  • L.P.

Money:

  • $ 3,890,625.00
  • $ 6,000,000.00
  • $ 100,000
  • $ 18,000,000.00
  • $ 2,500.00
  • $ 50,000.00
  • $ 6,484,375.00
  • $ $ $ --
  • $ 400.00

Person:

  • Evan Kaplan
  • Wayne Kaplan
  • Glenn Kaplan
  • DIANE V. DAVIS

Percent:

  • 1.00 %
  • 10 %
  • 5.00 %
  • CENSUS %
  • 5 %
  • DAYS %
  • 100 % 100 % 100 % %