Exhibit 10.16
AMENDED, RESTATED AND CONSOLIDATED
COLLATERAL ASSIGNMENT OF PERMITS,
LICENSES, APPROVALS AND CONTRACTS
THIS AGREEMENT is made as of the 14th day of March, 2002 by and among
(i) BALANCED CARE TENANT (MT), INC., a Delaware corporation, having its
principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ (the "Lessee"); (ii) BALANCED CARE AT ▇▇▇▇▇▇▇▇, INC., a Delaware
corporation, BALANCED CARE AT BLYTHEVILLE, INC., a Delaware corporation,
BALANCED CARE AT LEWISBURG, INC., a Delaware corporation, BCC AT LIMA, INC., a
Delaware corporation, BALANCED CARE AT DILLSBURG, INC., a Delaware corporation,
BALANCED CARE AT XENIA, INC., a Delaware corporation, BCC AT CHIPPEWA, INC., a
Delaware corporation, BALANCED CARE AT KINGSPORT, INC., a Delaware corporation,
BALANCED CARE AT CHESTERFIELD, INC., a Delaware corporation, BALANCED CARE AT
HENDERSONVILLE, INC., a Delaware corporation, BALANCED CARE AT KNOXVILLE, INC.,
a Delaware corporation and BALANCED CARE AT POCAHONTAS, INC., a Delaware
corporation, each having a principal address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the "Managers") and (iii) MEDITRUST
ACQUISITION COMPANY II LLC, a Delaware limited liability company having its
principal address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (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 Lessee, the Managers, Affiliates of the Lessee and the
Managers, 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 Lessee 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 Lessee (the
"Lease") and (ii) the Lessee and the Managers (collectively, the "Assignors")
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 Lessee with the Lessee being the surviving
entity (collectively, the "Mergers");
WHEREAS, pursuant to the Option Agreement, Balanced Care at ▇▇▇▇▇▇▇▇,
Inc. (the "Potomac Point Lessee") has assigned all of its interest in 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 Lessee is the holder of the tenant's interest under the Existing
Leases and is party to and bound by the assignments listed on EXHIBIT B attached
hereto (collectively, the "Existing Tenant Permits Assignments"), which Existing
Tenant Permits Assignments provide additional security for the tenants'
obligations under the Existing Leases;
WHEREAS, in connection with the execution and delivery of the Existing
Leases, the assignments listed on EXHIBIT C attached hereto (collectively, the
"Existing Manager Permits Assignments") were executed and delivered in order to
provide additional security for the tenants' obligations under the Existing
Leases; and
WHEREAS, in connection with the amendment, restatement and
consolidation of the Existing Leases, the Assignee and the Assignors have agreed
that the Existing Tenant Permits Assignments and the Existing Manager Permits
Assignments (collectively, the "Existing Permits Assignments") 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
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and restate the Existing Permits Assignments in their entirety and to that end
agree that this Amended, Restated and Consolidated Collateral Assignment of
Permits, Licenses, Approvals and Contracts shall be deemed effective as of the
date hereof, shall supersede the Existing Permits Assignments 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.
2. Permits and Contracts. As security for the due and punctual payment
and performance of all of the Obligations, each Assignor, to the extent now or
hereafter permitted by applicable law, hereby assigns, transfers and sets over
unto the Assignee and grants to Assignee a security interest in, subject
expressly to the terms, conditions and provisions of the Permits (as hereinafter
defined) and Contracts (as hereinafter defined) and to all applicable Legal
Requirements, including, without limitation, any duly enacted "Patients' ▇▇▇▇ of
Rights" or similar legislation, including such limitations as may be necessary
to preserve the confidentiality of the facility-patient relationship and the
physician-patient privilege, all of such Assignor's right, title and interest in
and to (a) all licenses, approvals, qualifications, rights, variances,
permissive uses, certificates of need, franchises, accreditations, certificates,
certifications, consents, permits and other authorizations (including, without
limitation, building permits, subdivision approvals and subdivision plans)
(hereinafter collectively referred to as the "Permits") and (b) all agreements
(including, without limitation, all Provider Agreements and Patient Admission
Agreements), contracts [(including, without limitation, construction contracts,
subcontracts and architects' contracts),] contract rights, warranties and
representations, franchises, and records and books of account (hereinafter
collectively referred to as the "Contracts"); benefiting, relating to or
affecting all or any portion of the Leased Property or the ownership,
construction, development, maintenance, management, repair, use, occupancy,
possession or operation thereof or the operation of any programs or services at
or in conjunction with all or any portion of the Leased Property and all
renewals, replacements and substitutions therefor, now or hereafter issued by or
entered into with any Governmental Authority, Accreditation Body or Third Party
Payor
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or maintained or used by such Assignor or entered into by such Assignor or with
any third Person. To the extent that any of the Permits or Contracts now or
hereafter in effect requires the consent of any other Person to this Assignment,
upon the request of the Assignee, the Assignors shall use their best efforts to
obtain such consent.
3. Term. This Assignment shall remain in full force and effect so long
as the Lease Obligations remain undischarged or unsatisfied in any respect.
4. Representations and Warranties. The Assignors represent and warrant
to the Assignee that:
(a) an Assignor is the sole owner of the interest in each of the
Permits and Contracts being assigned hereunder;
(b) no material obligation or liability has been incurred in
connection with any of the Permits and Contracts which is not
set forth on the face thereof or otherwise required by
applicable law;
(c) there are no existing material defaults by any Assignor under
any of the Permits and Contracts and there exists no state of
facts, which with the giving of notice or the passage of time,
or both, would constitute such a material default;
(d) there is no action pending, or to the best knowledge and
belief of the Assignors threatened, to (i) revoke, repeal,
suspend, terminate, transfer, relocate or withdraw any Permit
or Contract or (ii) modify, restrict or limit, in any material
respect, any Permit or Contract;
(e) all conditions precedent to the effectiveness of each of the
Permits and Contracts have been or shall be satisfied, in all
material respects, by the operation of the Facilities in
accordance with their Primary Intended Use;
(f) each of the Permits and Contracts (to the extent applicable)
is validly issued in the name of an Assignor or Third Party
Lessee and is binding and in full force and effect and is not
subject to any
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unexpired appeal periods on any appeals or challenges which
have not been conclusively resolved in favor of the applicable
Assignor;
(g) none of the Assignors has executed any prior assignment of or
granted any other security interest in any of the Permits and
Contracts (other than those which have been previously
discharged or terminated), nor has any Assignor performed any
act or executed any other instrument which might prevent the
Assignee from exercising its rights with respect to the
Permits and Contracts as set forth under the term of this
Assignment; and
(h) all payments required to be made by the Assignors under the
Permits and Contracts have been or shall be made in full,
subject to the Lessee's right to contest the same pursuant to
the provisions of the Lease.
5. Certification. Without charge and within ten (10) days after any
request therefor by the Assignee, the Lessee shall execute, acknowledge, and
deliver to the Assignee a certification with respect to any or all of the
Permits and Contracts, which certification shall include a copy of the
applicable Permits or Contracts and contain the following information:
(a) the date of issuance of each of the Permits and Contracts or
the anticipated date thereof, the effective date of each of
the Permits and Contracts (if a different date from the date
of issuance), and the respective amounts and payment dates of
all sums due or to become due under each of the Permits and
Contracts;
(b) a statement that each of the Permits and Contracts is
unmodified and in full force and effect; or, if there have
been any modifications (which modifications shall not be
effective without the prior written consent of the Assignee if
required pursuant to the provisions hereof), a statement that
each of the Permits and Contracts is in full force and effect
as modified and stating the modifications and the dates
thereof;
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(c) a statement that, to the best of the Lessee's knowledge and
belief, there are no defenses against the enforcement of any
of the terms or conditions of any of the Permits or Contracts
upon the part of the relevant issuer thereof; and
(d) the date of expiration of the term of any Permit or Contract.
6. Limitations on Right of the Assignors to Deal with the Permits or
Contracts. The following are additional conditions of this Assignment:
(a) except as may otherwise be required in the ordinary course of
business or as may be permitted by the Lease, none of the
Assignors shall amend, cancel, abridge, surrender, terminate,
change, alter, revise, replace, rescind or otherwise modify
any of the Permits or Contracts or release any of the issuers
thereof or parties thereto from liability or withhold payment
of charges, without the prior written consent of the Assignee,
in each instance, which consent shall not be unreasonably
withheld;
(b) none of the Assignors shall execute any other assignment of
its interest in, to or under any of the Permits or Contracts
assigned hereby, or consent to any assignment thereof;
provided, however that the Lessee may assign its interest in
the Permits and Contracts, subject to the terms of this
Agreement and the liens and security interests created hereby,
to any Sublessee permitted under the terms of the Lease, as
long as, concurrently with any such assignment, any such
transferee executes and delivers to the Assignee any documents
and instruments reasonably requested by the Assignee to
evidence such transferee's agreement to comply with the terms
hereof and to perfect or continue and preserve the Assignee's
liens and security interest in the Permits and Contracts;
(c) none of the Assignors shall attempt to transfer or relocate
any of the Permits to any location other than the Leased
Property;
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(d) none of the Assignors shall grant or suffer any lien, charge,
encumbrance or judgment, whether voluntary or involuntary,
against all or any part of its interest in any of the Permits
or Contracts;
(e) each Assignor shall perform or cause to be performed all of
its material covenants and agreements under each of the
Permits and Contracts so as to cause the same to remain in
full force and effect. Without limiting the foregoing, the
Assignors shall continue to make or cause to be made all
payments necessary to maintain the effectiveness and validity
of all Permits and Contracts, subject to the right of the
Lessee to contest the same pursuant to the provisions of the
Lease. The Assignors shall give prompt notice to the Assignee
of any notice alleging a default by any Assignor of any
obligation under any Permit or Contract received from any
issuer thereof or from any other Person that is a party
thereto and shall furnish the Assignee with complete copies of
said notice; and
(f) if requested by the Assignee, the Assignors shall enforce each
Permit and Contract and all rights and remedies available to
the Assignors against the issuer of or any party to any Permit
or Contract in the event that the Assignee determines, in the
Assignee's reasonable discretion, that any action taken by the
issuer of or any party to any Permit or Contract threatens the
validity or effectiveness thereof.
7. Effect of Assignment. This Assignment constitutes the granting by
the Assignor of a security interest under the Uniform Commercial Code as enacted
in each state where any portion of the Leased Property is located of the right,
title, and interest of the Assignors in and to the Permits and Contracts. This
Assignment is subject expressly to the terms, conditions and provisions of the
Permits and Contracts and all applicable Legal Requirements, including, without
limitation, any duly enacted "Patients' ▇▇▇▇ of Rights" or similar legislation,
including such limitations as may be necessary to preserve the confidentiality
of the facility-patient relationship and the physician-patient privilege. To the
extent the Assignee is not permitted by applicable law or the terms, conditions
or provisions of any of the Permits or Contracts to take a security interest in
any of the Permits or Contracts, the
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Assignors hereby agree to execute any and all other documents deemed necessary
or advisable by the Assignee to give the Assignee such interest in such Permit
or Contract as is allowed or allowable under law or the terms, conditions or
provisions of such Permit or Contract. In addition to and not in limitation of
the other rights of the Assignee hereunder, upon the occurrence of a Lease
Default, the Assignee shall have, to the extent permitted by applicable law, and
the terms, conditions and provisions of the Permits and Contracts, with respect
to the right, title and interest of each Assignor in the Permits and Contracts,
all of the rights of a secured party under the Uniform Commercial Code as
enacted in the states where any portion of the Leased Property is located,
including, without limitation, a right to sell the same at public or private
sale. The Assignee shall give the Assignor reasonable notice of the time and
place of any public sale thereof or of the time after which any private sale or
other intended dispositions thereof is to be made. The requirement of reasonable
notice shall be met if such notice is mailed to the Assignors, by certified
mail, postage prepaid, return receipt requested, at least ten (10) days before
the time of the sale or disposition.
8. Events of Default. Each of the following shall constitute an Event
of Default hereunder:
(a) the occurrence of any Lease Default; and
(b) if any representation or warranty by the Assignors contained
in this Assignment proves to be false or misleading in any
material respect as of the date hereof.
9. Rights of the Assignee Upon Default. Upon the occurrence of any
Event of Default 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 or
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) declare all of the Lease Obligations immediately due and
payable;
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(b) to the extent permitted by applicable law and the terms,
conditions and provisions of the applicable Permits and
Contracts, with or without taking possession of all or any
portion of the Leased Property, exercise any and all rights or
privileges granted by or permitted under, and enjoy all
benefits of, the Permits and Contracts and to otherwise
exercise any and all rights assigned to the Assignee
hereunder;
(c) to the extent permitted by applicable law and the terms,
conditions and provisions of the applicable Permits and
Contracts, institute any legal or equitable action (in either
any Assignor's or the Assignee's name) which the Assignee, in
its sole and absolute discretion, deems desirable to collect
any income or proceeds from any of the Permits or Contracts;
and
(d) exercise any other rights and remedies permitted to the
Assignee under applicable law.
Any amounts advanced by the Assignee in connection with the Permits and
Contracts and all costs and expenses, including, without limitation, attorneys'
fees and expenses and court costs reasonably incurred in connection therewith,
shall be a demand obligation and, to the extent permitted under 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
Assignors secured hereby and, if not paid within ten (10) days after demand,
shall thereafter, to the extent then permitted by applicable law, bear interest
at the Overdue Rate until the date of payment. Notwithstanding the foregoing, so
long as there shall exist no Event of Default hereunder, the Assignors shall
have the right, subject to the terms and conditions of this Assignment, to
exercise any and all rights and privileges granted by or permitted under, and
enjoy all benefits of, the Permits and Contracts.
10. Effect of Notice. A written notice made upon the issuer of or any
party to any Permit or Contract by the Assignee stating that a Lease Default
exists and that the Assignee has succeeded to all of any Assignor's right, title
and interest in and to such Permit or Contract shall be sufficient notice to
such issuer or other party of such circumstances without the
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necessity for any consent by such Assignor. Each Assignor hereby waives any
claim whatsoever against any such issuer or contracting party for any action
taken by any such issuer or contracting party at the written request of the
Assignee pursuant to the terms of this Assignment.
11. Liability. This Assignment shall not operate to place
responsibility upon the Assignee for the care, control, maintenance, management,
operation or repair of all or any portion of the Leased Property, nor for the
carrying out of any of the terms and conditions of any of the Permits or
Contracts unless such responsibility is specifically assumed by the Assignee in
writing; nor shall it operate to make the Assignee responsible or liable for any
waste committed on or at the Leased Property (or any portion thereof), any
dangerous or defective condition of or relating to any portion of the Leased
Property, or for any negligence in the management, upkeep, repair or control of
all or any portion of the Leased Property resulting in loss, injury or death to
any licensee, employee or any other Person, whether or not such Person is
connected with the Leased Property (or any portion thereof); provided, however
that the foregoing shall not be deemed to exculpate the Assignee from any
liability resulting from the Assignee's gross negligence or willful misconduct.
Nothing herein contained shall be construed to bind the Assignee to the
performance of any of the terms and provisions contained in any of the Permits
or Contracts or to otherwise impose any obligation whatsoever on the Assignee
unless such responsibility is specifically assumed by the Assignee in writing.
12. 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 or the passage of time or both
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 Assignors agree that an
affidavit, certificate, letter or statement of any officer, agent or attorney of
the Assignee indicating that any part of the Lease Obligations remains
outstanding shall be deemed prima facie evidence of the validity, effectiveness
and continuing force of this Assignment and any Person may and is hereby
authorized to rely thereon.
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13. General Provisions; Rules of Construction. The provisions set forth
in Article 22, Article 23 and Sections 2.2, 16.8 through 16.10 and 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.
[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: ASSIGNORS:
BALANCED CARE TENANT (MT), INC., a
Delaware corporation
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Secretary
WITNESSES: BALANCED CARE AT ▇▇▇▇▇▇▇▇, INC., a
Delaware corporation
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Secretary
WITNESSES: BALANCED CARE AT BLYTHEVILLE, INC., a
Delaware corporation
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Secretary
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WITNESSES: BALANCED CARE AT LEWISBURG, INC.,
a Delaware corporation
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Secretary
WITNESSES: BCC AT LIMA, INC., a Delaware corporation
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Secretary
WITNESSES: BALANCED CARE AT DILLSBURG, INC.,
a Delaware corporation
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Secretary
WITNESSES: BALANCED CARE AT XENIA, INC., a
Delaware corporation
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Secretary
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WITNESSES: BCC AT CHIPPEWA, INC., a Delaware
corporation
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Secretary
WITNESSES: BALANCED CARE AT KINGSPORT, INC.,
a Delaware corporation
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Secretary
WITNESSES: BALANCED CARE AT CHESTERFIELD,
INC., a Delaware corporation
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Secretary
WITNESSES: BALANCED CARE AT HENDERSONVILLE,
INC., a Delaware corporation
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Secretary
-14-
WITNESSES: BALANCED CARE AT KNOXVILLE, INC.,
a Delaware corporation
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Secretary
WITNESSES: BALANCED CARE AT POCAHONTAS, INC.,
a Delaware corporation
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and
Secretary
WITNESSES: LESSOR:
MEDITRUST ACQUISITION COMPANY II
LLC, a Delaware limited liability company
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (SEAL)
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Secretary
-15-
