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EXHIBIT 10.21
LOAN NO. C-332847
SOUTHFIELD GUARANTEE OF RECOURSE OBLIGATIONS
(Single Guarantor)
In consideration of the benefits which the undersigned (herein
called
"Guarantor") will receive as a result of The Northwestern Mutual
Life Insurance
Company, a Wisconsin corporation, ("Lender") making the
above-numbered loan to
Brookdale Senior Housing, LLC, a Delaware limited liability
company,
("Borrower") evidenced by a promissory note (the "Note") of even
date herewith
in the original principal amount of $30,355,000.00 and secured
by that certain
Southfield First Mortgage and Security Agreement of even date
herewith executed
by Borrower, and that certain Devonshire First Open-End Mortgage
and Security
Agreement of even date herewith executed by Borrower
(collectively, the "Lien
Instrument") covering property in Oakland County, Michigan, and
Allegheny
County, Pennsylvania (collectively the "Property"), and as an
inducement
required by Lender to fund said loan, Guarantor has agreed to
guarantee:
(A) A portion of the Recourse Obligations (as such term is
defined in
paragraph 9 hereof); and,
(B) Following the occurrence of a Triggering Event (as such term
is
defined in paragraph 9 hereof), the payment of the Note and
all
amounts at any time owed to Lender under the other Loan
Documents
(as hereinafter defined) and the performance of all terms,
covenants
and conditions in the Loan Documents.
1. Therefore, for value received, Guarantor hereby,
unconditionally and
irrevocably, guarantees to Lender and its successors and assigns
the full,
prompt and faithful payment of twenty-five percent (25%) of all
of the Recourse
Obligations, (i) notwithstanding any invalidity of, or defect or
deficiency in
any Loan Documents, (ii) notwithstanding the fact that Borrower
may have no
personal liability for all or a portion of the Indebtedness and
Lender's
recourse against Borrower and Borrower's assets may be limited,
and (iii)
notwithstanding any act, omission or thing which might otherwise
operate as a
legal or equitable discharge of Guarantor. Guarantor shall,
within five business
days from the date notice is given to Guarantor that any of the
Recourse
Obligations is due and owing, pay such Recourse Obligation.
"Loan Documents" means the Note, the Lien Instrument, that
certain Loan
Commitment dated of even date herewith between Borrower and
Lender, this
Southfield Guarantee of Recourse Obligations, that certain
Devonshire Guarantee
of Recourse Obligations dated of even date herewith from
Brookdale Living
Communities, Inc. to Lender, that certain (i) Southfield
Absolute Assignment of
Leases and Rents of even date herewith between Borrower and
Lender and (ii)
Devonshire Absolute Assignment of Leases and Rents of even date
herewith between
Borrower and Lender (collectively, the "Absolute
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Assignment"), that certain Brookdale Living Communities, Inc.
Certification of
even date herewith, that certain Limited Liability Company
Supplement as dated
contemporaneously herewith, any other supplements and
authorizations required by
Lender and all other instruments and documents (as the same may
be amended from
time to time) executed by Borrower and delivered to Lender in
connection with,
or as security for, the indebtedness evidenced by the Note,
except any separate
environmental indemnity agreement.
2. In addition, for value received, Guarantor hereby,
unconditionally and
irrevocably, guarantees to Lender and its successors and assigns
the full,
prompt and faithful payment of the full amount of the principal,
interest and
any other sums due or to become due under the Loan Documents
(the
"Indebtedness") upon and following the occurrence of a
Triggering Event, it
being the intention hereof that, following the occurrence of a
Triggering Event,
Guarantor shall remain liable until the Indebtedness shall be
fully paid, (i)
notwithstanding any invalidity of, or defect or deficiency in
any Loan Document,
(ii) notwithstanding the fact that Borrower may have no personal
liability for
all or a portion of the Indebtedness and Lender's recourse
against Borrower and
Borrower's assets may be limited, and (iii) notwithstanding any
act, omission or
thing which might otherwise operate as a legal or equitable
discharge of
Guarantor.
Following the occurrence of a Triggering Event, Guarantor shall,
within
five business days from the date a notice is given to Guarantor
that an Event of
Default (as defined in the Lien Instrument) has occurred and is
continuing, cure
such Event of Default. If any Event of Default shall not be
cured by Guarantor
within said five business day period, Lender may, at its option,
accelerate the
Indebtedness (if operation of a stay under the federal
bankruptcy code or under
any other state or federal bankruptcy, insolvency or similar
proceeding,
prohibits or delays acceleration of the Indebtedness as to
Borrower, Guarantor
agrees that Guarantor's obligations hereunder shall not be
postponed or reduced)
and, within five business days from the date a written demand
from Lender is
given to Guarantor, Guarantor shall cure all Events of Default
and pay all of
the Indebtedness, whether or not acceleration of the
Indebtedness has occurred
as to Borrower.
3. Any obligations not paid when due hereunder shall bear
interest from
the date due until paid at the Default Rate (as defined in the
Note). Guarantor
hereby waives absolutely and irrevocably, until the Indebtedness
shall have been
paid in full, any right of subrogation whatsoever to Lender's
claims against
Borrower and any right of indemnity, reimbursement or
contribution from Borrower
with respect to any payment made or performance undertaken by
Guarantor pursuant
hereto. If Borrower shall become a debtor under the federal
bankruptcy code or
the subject of any other state or federal bankruptcy, insolvency
or similar
proceeding, neither the operation of a stay nor the discharge of
the
Indebtedness thereunder shall affect the liability of Guarantor
hereunder.
4. Without limiting or lessening the liability of Guarantor
under this
Guarantee, Lender may, without notice to Guarantor:
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(A) Grant extensions of time or any other indulgences on the
Indebtedness;
(B) Take, give up, modify, vary, exchange, renew or abstain
from
perfecting or taking advantage of any security for the
Indebtedness;
and
(C) Accept or make compositions or other arrangements with
Borrower,
realize on any security, and otherwise deal with Borrower,
other
parties and any security as Lender may deem expedient.
5. This Guarantee shall be a continuing guarantee, shall not be
revoked by
death, shall inure to the benefit of, and be enforceable by, any
subsequent
holder of the Note and the Lien
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