Exhibit 10.17
AMENDED, RESTATED AND CONSOLIDATED ASSIGNMENT
OF SUBLEASES AND RENTS
THIS AGREEMENT is made as of the 14th day of March, 2002 by and between
(i) BALANCED CARE TENANT (MT), INC., a Delaware corporation, having its
principal address at 0000 Xxxxx Xxxxx, Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (the
"Assignor"); and (ii) MEDITRUST ACQUISITION COMPANY II LLC, a Delaware limited
liability company having its principal address at 000 Xxxxx Xxxxxx, Xxxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000 (the "Assignee").
W I T N E S S E T H
WHEREAS, the Assignee is the holder of the landlord's interest under those
certain twelve (12) Facility Lease Agreements more particularly described in
EXHIBIT A attached hereto (collectively, the "Existing Leases");
WHEREAS, the Assignor, Affiliates of the Assignor, the Assignee and La
Quinta TRS, Inc. are parties to that certain Option, Settlement and Release
Agreement dated February 6, 2002 (the "Option Agreement"), pursuant to which,
among other things, (i) the Assignor and the Assignee agreed to amend, restate
and consolidate the Existing Leases pursuant to that certain Master Facility
Lease Agreement of even date herewith to be executed simultaneously herewith by
and between the Assignee and the Assignor (the "Lease"), pursuant to which, the
real property more particularly described in EXHIBITS B-1 through B-12 attached
hereto and incorporated herein by reference (collectively, the "Land") and all
of the improvements now or hereafter situated thereon (the Land and all such
improvements are hereinafter collectively referred to as the "Leased Property")
shall be leased by the Assignor and (ii) the Assignor agreed to execute and
deliver this Agreement as additional security for the Obligations (as defined
under the Lease);
WHEREAS, all of the Third Party Lessees (as defined under the Option
Agreement) have been merged into the Assignor with the Assignor being the
surviving entity (collectively, the "Mergers");
WHEREAS, pursuant to the Option Agreement, Balanced Care at Xxxxxxxx, Inc.
(the "Potomac Point Lessee") has assigned all of its interest under the Potomac
Point Lease Documents (as defined
in the Option Agreement) to the Lessee and the Lessee has assumed the Potomac
Point Lessee's obligations under the Potomac Point Lease Documents (the "Potomac
Point Assignment");
WHEREAS, as a consequence of the Mergers and the Potomac Point Assignment,
the Assignor is the holder of the tenant's interest under the Existing Leases
and is party to and bound by the assignments listed on EXHIBIT C attached hereto
(collectively, the "Existing Assignments of Subleases and Rents"), which
Existing Assignments of Subleases and Rents provide additional security for the
Assignor's obligations under the Existing Leases; and
WHEREAS, in connection with the amendment, restatement and consolidation
of the Existing Leases, the Assignor and the Assignee have agreed that the
Existing Assignments of Subleases and Rents be amended, restated and
consolidated;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, which consideration
includes (a) the Assignee's agreement to enter into the Option Agreement and
grant the Option Right (as defined under the Option Agreement) to the Buyer, (b)
the Assignee's agreement to the "IPC/BCC Release" and the "BCC Release" (as such
terms are defined under the Option Agreement) and (c) the Assignee's agreement,
notwithstanding the Existing Defaults (as defined under the Option Agreement),
to consent to the Stock Transfers (as defined under the Option Agreement), the
parties hereto agree to amend and restate the Existing Assignments of Subleases
and Rents in their entirety and to that end agree that this Amended, Restated
and Consolidated Assignment of Subleases and Rents shall be deemed effective as
of the date hereof, shall supersede the Existing Assignment of Leases and Rents
in their entirety and shall be referred to herein as the "Assignment". The
parties hereto further agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
specifically defined herein shall have the same meanings ascribed to such terms
in the Lease. A copy of the Lease is on file at the Office of the Assignee.
2. Assignment of Subleases and Rents. The Assignor hereby presently and
irrevocably assigns and transfers to the Assignee all of the Assignor's right,
title, and interest in and to all Rents (as defined below) and all subleases,
license agreements,
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concession agreements, tenancy at will agreements, room rentals and rentals of
other facilities of all or any portion of the Leased Property and all other
occupancy agreements of every kind and nature, whether oral or in writing, now
in existence or subsequently entered into by the Assignor, encumbering or
affecting all or any portion of the Leased Property (hereinafter collectively
referred to as the "Subleases"), including, but not limited to, all Residence
Agreements and the Subleases listed on EXHIBIT D attached hereto and
incorporated herein by reference (hereinafter referred to as the "Schedule of
Subleases"), together with all extensions, renewals, modifications and
replacements thereof, and together with any and all guaranties (hereinafter
collectively referred to as the "Guaranties") of the obligations of the
sublessees, licensees, concessionaires and occupants (hereinafter collectively
referred to as the "Sublessees"), under all of the Subleases.
3. Assignment Absolute. This Assignment shall be a present, absolute
and unconditional assignment, and immediately upon the execution and delivery
hereof, this Assignment shall give the Assignee the right to collect all rents,
revenues, royalties, issues, profits, insurance proceeds, condemnation awards,
license fees, concession fees and all other income and security of every kind
and nature due by virtue of the Subleases and the Guaranties (hereinafter
collectively referred to as the "Rents").
4. Assignment of Security Deposit. If any of the Subleases provides for
a security deposit to be paid by any Sublessee to the Assignor, the Assignor
hereby assigns its right, title and interest in and to such security deposit to
the Assignee. Notwithstanding the foregoing, the Assignor shall have the right
to retain such security deposits as long as no Lease Default has occurred and
the Assignee shall not be obligated to any Sublessee to account for any such
security deposit unless and until the Assignee obtains actual possession or
control of such security deposit after a Lease Default.
5. License to Collect. The Assignee hereby grants to the Assignor a
license to collect the Rents as such Rents respectively become due and to
enforce the Subleases and the Guaranties, so long as no Lease Default exists.
The Assignor shall hold the Rents, or such portion of the Rents as is sufficient
to discharge all sums currently due under the Lease Documents, in trust for use
in satisfaction of the Obligations. The Assignor hereby irrevocably authorizes
and directs each of the Sublessees under the Subleases and the guarantors under
the Guaranties, upon receipt of a written notice from the Assignee
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so demanding, to pay all Rents due or which become due under the Subleases or
the Guaranties to the Assignee and to continue to do so until otherwise notified
by the Assignee. Neither the Sublessees, nor any of the guarantors under the
Guaranties shall have any obligation to determine whether or not a Lease Default
does in fact exist.
Notwithstanding anything contained herein to the contrary, the Assignor
agrees that the Assignee, and not the Assignor, shall be and is deemed to be the
creditor of each Sublessee under each Sublease and each guarantor under each
Guaranty with respect to any and all of the Rents which may be payable by any
Sublessee under any Sublease and by any guarantor under any of the Guaranties on
account of a default by the Sublessee under such Sublease, including, without
limitation, any damages or further rentals payable by such Sublessee or such
guarantor on account of or after such default, and in respect of all assignments
for the benefit of creditors and bankruptcy, reorganization, insolvency,
dissolution or receivership proceedings affecting any Sublessee under any
Sublease or any guarantor under any of the Guaranties (without any obligation on
the part of the Assignee, however, to file or make timely filings of claims in
such proceedings or otherwise to pursue creditor's rights thereon), and the
Assignee shall have the option to apply any money received or receivable by the
Assignee as such creditor in reduction of the Obligations, whether or not a
Lease Default shall then exist.
6. Warranties of the Assignor. The Assignor hereby warrants and
represents that:
(a) the Assignor is the sole holder of the landlord's interest in and
under the Subleases and the Guaranties and has the right to sell,
assign, transfer and set over the Subleases, the Guaranties and the
Rents to the Assignee;
(b) the Assignor has made no assignment (other than this Assignment) of
any of the Assignor's rights in any of the Subleases, the Guaranties
or the Rents;
(c) Intentionally Deleted;
(d) except as set forth on Schedule 6(d) attached hereto and
incorporated herein, all of the Subleases provide for Rents to be
paid monthly in advance, all of the Rents due to date have been
collected and no Rents
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have been collected more than one (1) month in advance;
(e) to Assignor's knowledge, no Sublessee under any of the Subleases nor
any guarantor under any of the Guaranties has any defense, setoff or
counterclaim against the Assignor;
(f) the Schedule of Subleases lists all of the Subleases, other than the
Residence Agreements, currently in effect relating to all or any
portion of the Leased Property and the Schedule of Guaranties
attached hereto as EXHIBIT E and incorporated herein by reference
lists all of the Guaranties currently in effect relating to all or
any portion of the Leased Property and true and correct copies of
such Subleases and Guaranties have been provided to the Assignee;
(g) each of the Subleases and the Guaranties (including any amendments
and modifications thereof) submitted by the Assignor to the Assignee
constitutes the entire agreement between the parties thereto, and
there are no agreements, amendments, modifications, undertakings,
representations or warranties, either oral or written, which have
not been submitted to the Assignee;
(h) each of the Subleases and the Guaranties listed on EXHIBIT D and
EXHIBIT E, respectively, is valid, in full force and effect, and
enforceable in accordance with its terms;
(i) neither the Assignor, nor any Sublessee has commenced any action or
given or served any notice for the purpose of terminating any
Sublease; and
(j) except as set forth on Schedule 6(j) attached hereto and
incorporated herein, no rental concession in the form of any period
of free Rent or any other waiver, release, reduction, discount or
other alteration of the Rents due or to become due has been granted
to any Sublessee under the Subleases or any guarantor under the
Guaranties for any period subsequent to the effective date of this
Assignment.
7. Covenants of the Assignor. The Assignor hereby covenants and agrees
that the Assignor:
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(a) shall fulfill, perform and observe (or cause to be fulfilled,
observed and performed), in all material respects, all of the
duties, covenants and obligations of the landlord under the
Subleases;
(b) shall give prompt written notice to the Assignee of any default or
claim of default by the Assignor or any Sublessee under any of the
Subleases other than any of the Residence Agreements or by any
guarantor under any of the Guaranties, along with a complete copy of
any written notice of such default or claim of default;
(c) shall enforce (in a manner satisfactory to the Assignee and short of
termination of either the Subleases (excluding the Residence
Agreements) or the Guaranties), the performance, in all material
respects, by the Sublessees and the guarantors under the Guaranties
of all of their duties, covenants and obligations under the
Subleases and the Guaranties, as the case may be;
(d) shall appear in and defend any action or proceeding arising under or
in any manner connected with (i) any of the Subleases, (ii) the
obligations and undertakings of the landlord or any Sublessee under
the Subleases and (iii) the obligations and undertakings of the
guarantors under the Guaranties;
(e) shall not (i) alter, modify or amend, in any material respect any of
the Subleases (excluding the Residence Agreements), (ii) replace,
terminate or cancel any of the Subleases (excluding Residence
Agreements) or any of the Guaranties, (iii) accept a surrender of
any of the Subleases (excluding Residence Agreements) or (iv) waive
any material term or condition of any of the Subleases (excluding
Residence Agreements) or any of the Guaranties, without the prior
written consent of the Assignee, in each instance, which consent may
be withheld in the Assignee's sole and absolute discretion;
(f) shall not (i) dispose or delegate any right to receive any of the
Rents, (ii) collect nor accept any Rents more than one (1) month in
advance of the time any such Rents becomes due without forthwith
depositing the same with the Assignee or (iii) withdraw or disburse
any such funds except for immediate
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application towards the Lease Obligations or the obligations of the
Assignor under the Subleases;
(g) shall not execute any future Subleases (excluding Residence
Agreements), nor consent to the assignment of any Sublessee's
interest under any of the Subleases (excluding Residence
Agreements), nor consent to any further subletting thereunder,
without the prior written consent of the Assignee, in each instance,
which consent may be withheld in the Assignee's sole and absolute
discretion;
(h) shall not consent to the assignment of any guarantor's obligations
under any of the Guaranties without prior written consent of the
Assignee, in each instance, which consent may be withheld in the
Assignee's sole and absolute discretion;
(i) shall not execute any assignment of the landlord's interest under
any of the Subleases, nor any assignment of the Rents or any
interest therein and shall not suffer or permit any such assignment
to occur by operation of law;
(j) except as expressly provided in the Lease, shall not consent to the
direct or indirect creation of any Lien upon or against all or any
portion of the Leased Property or any Sublessee's interest therein;
(k) shall not take any action which may cause or permit the estate of
any of the Sublessees under the Subleases to merge with the
Assignor's interest in all or any portion of the Leased Property;
(l) shall not take any action (or allow any action to be taken either by
the Assignor's agents or by any other Person, but only to the extent
that such action may be prevented by the Assignor) that may impair,
in any material respect, the security of the Subleases;
(m) shall not commit or suffer any violation of law in connection with
the Subleases; and
(n) shall not allow the premises demised under any Sublease (excluding
Residence Agreements) to be abandoned or vacated.
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8. Covenant of the Assignee. Upon the complete payment and performance
of the Lease Obligations, provided, that no Related Party Default has occurred
nor any event which, with the giving of notice and/or the passage of time, would
constitute a Related Party Default, this Assignment shall be deemed terminated
and released by the Assignee without further action and shall thereupon be of no
further force or effect. The Assignor agrees that an affidavit, certificate,
letter or statement of any officer, agent or attorney of the Assignee indicating
that any part of the Obligations remains outstanding shall be deemed prima facie
evidence of the validity, effectiveness and continuing force of this Assignment
and any Person, including, without limitation, any Sublessee or any guarantor
under any of the Guaranties may and is hereby authorized to rely thereon.
Notwithstanding the foregoing, the recording with the applicable recording
office of a duly authorized and executed notice or memorandum of termination of
the Lease shall terminate this Assignment.
9. Events of Default. Each of the following shall constitute an Event
of Default hereunder:
(a) the occurrence of a Lease Default; and
(b) if any representation or warranty by the Assignor contained in this
Assignment proves to be false or misleading in any material respect.
10. Remedies. Upon the occurrence of an Event of Default hereunder and
at any time thereafter (without in any way waiving such Event of Default), at
the Assignee's option and without notice or demand of any kind, and without
regard to the adequacy of security for the complete payment and performance of
the Obligations, the Assignee may exercise any or all of the following remedies,
either in person or by agent, with or without bringing any action or proceeding,
or by a receiver appointed by a court:
(a) terminate the Lease and/or exercise any or all of the other rights
and remedies under the Lease and/or the other Lease Documents;
(b) take physical possession of all or any portion of the Leased
Property and of all books, records, documents and accounts relating
to all or any portion of the Leased Property and the Assignor's
business thereon, and, at the Assignor's sole cost and expense,
hold, lease, manage, maintain and operate all or any portion
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of the Leased Property and the Assignor's business thereon (on such
terms and for such period of time as the Assignee, in its sole and
absolute discretion, may deem proper) without any interference
whatsoever from the Assignor;
(c) with or without taking possession of all or any portion of the
Leased Property, terminate the Assignor's License, collect the Rents
(including those past due and unpaid) and any other sums owing under
any of the Subleases and Guaranties and, in the Assignee's sole and
absolute discretion, apply such Rents to the payment of (i) all
expenses of managing the Leased Property (or any portion thereof),
including, without limitation, the salaries, fees and wages of a
managing agent and such other employees as the Assignee, in its sole
and absolute discretion, may deem necessary or desirable, and all
expenses of operating and maintaining the Leased Property (or any
portion thereof), including, without limitation, all taxes, charges,
claims, assessments, water rents, sewer rents and any other liens,
and premiums for all insurance which the Assignee, in its sole and
absolute discretion, may deem necessary or desirable, and the cost
of all alterations, renovations, repairs or replacements, and all
expenses incident to taking and retaining possession of all or any
portion of the Leased Property and (ii) the Obligations;
(d) institute any legal or equitable action (in either the Assignor's or
the Assignee's name) which the Assignee, in its sole and absolute
discretion, deems desirable to collect any or all of the Rents;
(e) perform any or all obligations of the Assignor under any of the
Subleases or this Assignment and to take such actions as the
Assignee deems appropriate to protect its security, including,
without limitation:
(1) appearing in any action or proceeding affecting any of the
Subleases, any of the Guaranties or the Leased Property (or
any portion thereof);
(2) executing new Subleases, and modifying, terminating or
cancelling any of the then existing Subleases or Guaranties,
to the extent permitted by law;
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(3) collecting, modifying and compromising any Rents payable under
the Subleases and the Guaranties, to the extent permitted by
law; and
(4) enforcing any of the Subleases and the Guaranties, including,
if necessary, evicting any Sublessees, to the extent permitted
by law; and
(f) exercise any other rights and remedies permitted to the Assignee
under applicable law.
All costs and expenses reasonably incurred by the Assignee in connection
with any actions taken pursuant to this Section, including, without limitation,
attorneys' fees and expenses and court costs, shall be a demand obligation of
the Assignor to the Assignee, and, to the extent permitted under applicable law,
shall be added to the Obligations and shall be secured hereby as fully and
effectively and with the same priority as every other obligation of the Assignor
hereunder and, if not paid within ten (10) days after demand, shall thereafter,
to the extent permitted by applicable law, bear interest at the Overdue Rate
until the date of payment.
The foregoing rights and remedies are in addition to all other rights and
remedies afforded to the Assignee under any of the other Lease Documents or at
law or in equity, by statute or otherwise, all of which are hereby reserved by
the Assignee, and this Assignment is made and accepted without prejudice to any
such rights and remedies. The exercise by the Assignee of any of the rights or
remedies granted to it in this Assignment, including, without limitation, the
collection of the Rents and the application thereof as herein provided, shall
not be considered a waiver of any default hereunder or under any of the Lease
Documents. All of the rights and remedies of the Assignee under the Lease
Documents shall be separate and cumulative and may be exercised concurrently or
successively in the Assignee's sole and absolute discretion. The exercise of any
right or remedy by the Assignee hereunder shall not be considered to be a waiver
of any of the Assignee's other rights or remedies hereunder or under any of the
other Lease Documents; in particular, but without limitation, the Assignee's
exercise of its rights to collect and receive Rents shall not preclude the
Assignee from simultaneously or subsequently electing to take possession of the
Leased Property (or any portion thereof), nor shall the Assignee's exercise of
its rights or remedies with respect to any particular Sublease, any of the
Guaranties or any portion of the Leased Property (which exercise shall be
expressly permitted, at the Assignee's option) preclude the
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Assignee from simultaneously or subsequently electing to exercise any of its
rights or remedies with respect to any other Sublease, any of the Guaranties or
any other portion of the Leased Property subject hereto. No failure or delay on
the part of the Assignee to exercise any such right or remedy shall operate as a
waiver thereof.
The Assignor does hereby make, constitute and appoint the Assignee or any
officer or agent designated by the Assignee, the Assignor's true and lawful
attorney-in-fact, with power of substitution, at any time after a Lease Default,
to
(a) endorse the name of the Assignor upon any notes, checks, drafts,
money orders, or other instruments of payment with respect to the
Subleases and Guaranties and with respect to all Rents in connection
therewith;
(b) give such notice and directions, in writing or otherwise, to the
United States Post Office as may be necessary to effect delivery to
the Assignee or any of its designated agents of all mail addressed
to the Assignor; and
(c) take possession of all or any portion of the Leased Property, and to
have, hold, manage, lease and operate the same, all to the extent
permitted by applicable law; hereby granting unto the Assignor's
said attorney full power to do any and all things necessary to be
done in and about the Leased Property (or any portion thereof) as
fully and effectually as the Assignor might or could do, and hereby
ratifying all that said attorney shall do or cause to be done by
virtue hereof.
The power of attorney conferred on the Assignee pursuant to the provisions
of this Section, being coupled with an interest, shall be irrevocable until all
of the Obligations are fully paid and performed and shall not be affected by any
disability or incapacity which the Assignor may suffer and shall survive the
same. Such power of attorney is provided solely to protect the interests of the
Assignee and shall not impose any duty on the Assignee to exercise any such
power, and neither the Assignee nor such attorney-in-fact shall be liable for
any act, omission, error in judgment or mistake of law, except as the same may
result from its gross negligence or wilful misconduct.
11. Application of Proceeds. Any amounts collected by the Assignee
hereunder shall be applied by the Assignee, without
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marshalling of assets, towards the payment of the Obligations in such order as
the Assignee shall determine in its sole and absolute discretion.
12. No Liability. Nothing in this Assignment shall be construed to
impose any obligation on or responsibility from the Assignor to the Assignee,
nor from the Assignor to any Sublessee under any of the Subleases, any guarantor
under any of the Guaranties or any other third party, for:
(a) the control, care, management or repair of all or any portion of the
Leased Property, unless expressly assumed, in writing, by the
Assignee;
(b) the performance of any of the landlord's obligations under any of
the Subleases, unless expressly assumed, in writing, by the
Assignee;
(c) for any waste committed on the Leased Property (or any portion
thereof);
(d) for any dangerous or defective condition on or under the Leased
Property (or any portion thereof);
(e) the Assignee's failure to let all or any portion of the Leased
Property after the occurrence of an Event of Default hereunder;
(f) any act or omission of the Assignee in managing all or any portion
of the Leased Property after an Event of Default hereunder; or
(g) for any negligence in the management, upkeep, repair or control of
all or any portion of the Leased Property resulting in loss or
injury or death to any Sublessee, licensee, employee or other party.
13. Indemnification. The Assignor shall and hereby agrees to indemnify
and hold the Assignee harmless from and against all obligations, liabilities,
losses, costs, claims, expenses, fines, penalties and damages (including,
without limitation, attorneys' fees and expenses and court costs) which the
Assignee may incur:
(a) by reason of this Assignment including without limitation the
exercise of any right or remedy hereunder;
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(b) in connection with any of the Subleases (including, without
limitation, all claims and demands which may be asserted against the
Assignee by reason of any alleged obligation or undertaking on its
part to perform or discharge any of the terms, covenants or
agreements contained in any Sublease); and
(c) with regard to all or any portion of the Leased Property;
provided, however, that the foregoing shall not be deemed to exculpate the
Assignee from any liability resulting solely from the gross negligence or
willful misconduct of the Assignee.
The Assignor shall defend the Assignee against any claim or litigation
involving the Assignee for the same, with counsel approved by the Assignee, and
should the Assignee incur any such obligation, liability, loss, cost, expense,
fine, penalty or damage, then the Assignor shall reimburse the Assignee for such
amounts upon demand, and upon the failure of the Assignor so to do, the Assignee
may, at its option, terminate the Lease and/or exercise any or all of the other
rights and remedies under the Lease and/or the other Lease Documents.
Notwithstanding anything to the contrary contained herein, the Assignee shall
have the option of conducting its own defense with counsel of the Assignee's
selection, but at the expense of the Assignor. The foregoing indemnification
agreement shall also include all costs reasonably incurred by the Assignee in
connection with the enforcement of said indemnification agreement.
Any amounts owed to the Assignee under this Section shall be a demand
obligation and, to the extent permitted by applicable law, shall be added to the
Lease Obligations and shall be secured hereby as fully and effectively and with
the same priority as every other obligation of the Assignor secured hereby and,
if not paid within ten (10) days after demand, shall thereafter, to the extent
permitted by applicable law, bear interest at the Overdue Rate until the date of
payment. The provisions of this Section shall survive the complete payment and
performance of the Obligations and the expiration or earlier termination of the
Lease.
14. General Provisions; Rules of Construction. The provisions set forth
in Articles 22 and 23 and Sections 2.2, 16.8 through 16.10, 24.2 through 24.12
of the Lease are hereby incorporated herein by reference, mutatis, mutandis and
shall be applicable to this Assignment as if set forth in full herein.
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15. State Law Provisions. This instrument secures payment and
performance of all Obligations under the Lease (as the same may be modified,
amended or supplemented from time to time). The maximum principal indebtedness
(as provided by T.C.A. Section 67-4-409(b)) secured, in the aggregate, by this
instrument and all other instruments now or hereafter filed or recorded to
secure payment or performance of the Obligations is limited to $___________.
There are no Tennessee Recording Taxes due hereunder, as this instrument
continues to secure the Obligations set forth under the Existing Assignments of
Subleases and Rents, the recording information of which is included at EXHIBIT
C.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Assignor has duly executed this Assignment as a
sealed instrument as of the 14th day of March, 2002.
WITNESSES: ASSIGNOR:
BALANCED CARE TENANT (MT), INC., a
/s/Xxxxx X. Xxxxxx Delaware corporation
Name: Xxxxx X. Xxxxxx
By:/s/Xxxxx X. Xxxxxx (SEAL)
Name: Xxxxx X. Xxxxxx
Title: Vice President and
Secretary
WITNESSES: ASSIGNEE:
MEDITRUST ACQUISITION COMPANY II,
/s/Xxxxxxx X. Xxxxxx LLC, a Delaware limited liability company
Name: Xxxxxxx X. Xxxxxx
/s/Xxxxx X. XxXxxxx By:/s/Xxxxxxx X. Xxxxxx (SEAL)
Name: Xxxxx X. XxXxxxx Name: Xxxxxxx X. Xxxxxx
Title: Chief Operating Officer
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