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EXHIBIT 99.4
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Doc. #DS2.240549.4
ALS Non-Construction
12/30/96
AFFILIATED PARTY SUBORDINATION AGREEMENT
THIS AGREEMENT is made as of the 30th day of December, 1996 by and
among (I) ALS LEASING, INC., a Delaware corporation, having its principal place
of business at 000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxx
00000 (the "Lessee"), (II) ALTERNATIVE LIVING SERVICES, INC., a Delaware
corporation, having its principal place of business at 000 Xxxxx Xxxxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxx 00000 (the "Guarantor"); (III) the
parties listed on SCHEDULE A attached hereto and made a part hereof
(collectively, the "Manager"); and (IV) all other Affiliates (as such term is
defined in the "Lease" as hereinafter defined) of the Lessee and/or the
Guarantor which hereafter enter into Interaffiliate Agreements (as hereinafter
defined) with the Lessee (all of the parties referred to in the foregoing
clauses (i), (ii), (iii) and (iv) are hereinafter collectively referred to as
the "Affiliated Parties") and (V) MEDITRUST ACQUISITION CORPORATION III, a
Delaware corporation, having a principal address at 000 Xxxxx Xxxxxx, Xxxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000 (the "Lessor").
1. BACKGROUND
1.1 LEASE. The Lessor and the Lessee have entered into various
Facility Lease Agreements of even date herewith (collectively, the "Leases")
relating to those properties listed in EXHIBIT A to the Agreement Regarding
Related Lease Transactions (the "Agreement Regarding Related Lease
Transactions") by and between the Lessor and the Lessee of even date herewith,
each of which properties is more particularly described in the respective Lease
for such property (collectively, the "Leased Property").
1.2 CAPITALIZED TERMS. All capitalized terms used herein and not
expressly defined herein shall have the same meanings ascribed to such terms in
the Leases.
1.3 INTERAFFILIATE AGREEMENTS. The Affiliated Parties have entered
into or may enter into agreements of any kind or nature, whether written or
oral (including, without limitation, management agreements, financing
arrangements and shareholder agreements) with the Lessee (such agreements are
hereinafter collectively referred to as the "Interaffiliate Agreements").
1.4 AFFILIATED PARTY DEBT. All fees, indebtedness, interests,
liabilities, and obligations of the Lessee to any of the Affiliated Parties,
whether now existing or hereafter arising, under the Interaffiliate Agreements
are hereinafter referred to collectively as the "Affiliated Party Debt".
Without limiting the foregoing, the term "Affiliated Party Debt" shall be
deemed to include (I) all dividends, distributions and other payments of any
kind or nature hereafter made or paid by the Lessee to any of its partners or
shareholders except for payroll expenses made in the ordinary course of
business, (II) any payment hereafter made by the Lessee in connection with any
loan from or to any of the Affiliated Parties and (III) any equity investment
hereafter made by the Lessee in any Affiliate or Subsidiary.
1.5 CONSIDERATION. In order to induce the Lessor to enter into the
Leases and to enter into or accept the other Lease Documents, and to enable the
Affiliated Parties to derive substantial
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benefits from the consummation of the transactions set forth in the Leases and
the other Lease Documents, the Affiliated Parties agree to the terms and
provisions of this Agreement.
2. SUBORDINATION
2.1. SUBORDINATION OF AFFILIATED PARTY DEBT. The payment of any
and all of the Affiliated Party Debt is hereby expressly subordinated and made
junior to the payment and performance of all of the Obligations to the extent
and in the manner set forth herein.
2.2. PAYMENTS AND RECEIPTS. Until the Lease Obligations shall
have been completely paid and performed, the Lessee shall not make, and the
Affiliated Parties shall not receive, accept or retain any direct or indirect
payment or reduction (whether by way of loan, setoff, declaration of any
dividend, distribution of cash or property or otherwise) in respect to the
principal of, or premium or interest on, the Affiliated Party Debt, if, on the
date such payment would (but for the terms hereof) be payable to and received
by any of the Affiliated Parties pursuant to any of the Interaffiliate
Agreements (each of which such dates shall be hereinafter referred to as a
"Affiliated Party Debt Payment Date"):
(I) after giving effect to such payment, the Lessee shall
be unable to comply with any of the Lease Obligations;
(II) a default or breach of condition continuing beyond
all applicable notice and/or grace periods under any of the Lease Documents
(hereinafter referred to as a "Lease Default") shall have occurred, shall be
continuing and shall not have been specifically waived in writing by the
Lessor, whether or not the Lessor has exercised any right or remedy under the
Lease Documents with respect thereto or if such a Lease Default shall not be
continuing on any Affiliated Party Debt Payment Date, but the Lessor (pursuant
to any of the Lease Documents) shall have commenced to exercise any right and
remedy under the Lease Documents with respect thereto and such exercise shall
not have been specifically rescinded in writing by the Lessor; or
(III) an event which with the giving of notice or the
passage of time or both shall constitute a Lease Default shall have occurred,
shall be continuing and shall not have been specifically waived in writing by
the Lessor.
2.3 BANKRUPTCY AND INSOLVENCY. In the event of any voluntary or
involuntary insolvency, bankruptcy, receivership, custodianship, readjustment
of debt, arrangement, composition, assignment for the benefit of creditors or
other similar proceeding relative to the Lessee or any of the Lessee's
property, then and in any such event:
(I) all of the Obligations shall first be paid in full
before any payment or distribution of any character, whether in cash,
securities, obligations or other property, shall be made in respect to the
Affiliated Party Debt;
(II) any payment or distribution of any character, which
would otherwise (but for the terms hereof) be payable or deliverable in respect
of the Affiliated Party Debt (including, without limitation, any payment or
distribution of any other indebtedness of the Lessee being subordinated to the
Affiliated Party Debt), shall be paid or delivered directly to the Lessor until
all of the Obligations shall have been paid in full, and the Affiliated Parties
or any other holders of the
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Affiliated Party Debt irrevocably authorize, empower and direct all receivers,
custodians, trustees, liquidators, conservators, and others having authority
with respect to the Leased Property to effect all such payments and deliveries;
(III) upon the written request of the Lessor, the Affiliated
Parties shall prove, enforce and endeavor to obtain payment of the aggregate
outstanding amount of all unpaid Affiliated Party Debt payments due and
payable, or thereafter becoming due and payable from the Lessee to the
Affiliated Parties, and shall turn over to the Lessor in precisely the form
received, any payment of any kind or character on account of such Affiliated
Party Debt for application to the payment of the Obligations. In the event
that the Affiliated Parties shall fail to take any such action requested by the
Lessor, the Lessor as attorney-in-fact for the Affiliated Parties, with full
power of substitution, may take such action on behalf of the Affiliated
Parties, but for the use and benefit of the Lessor. This power of attorney,
being coupled with an interest, shall be irrevocable until all of the Lease
Obligations are fully paid and performed and shall not be affected by any
disability or incapacity which any of the Affiliated Parties may suffer and
shall survive the same. The power of attorney conferred on the Lessor by the
foregoing provisions is provided solely to protect the interests of the Lessor
and shall not impose any duty on the Lessor to exercise any such power, and
neither the Lessor 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; and
(IV) the Affiliated Parties or any other holder of the
Affiliated Party Debt shall execute and deliver to the Lessor all such further
instruments confirming the authorization referred to in the foregoing clauses
(ii) and (iii), and any powers of attorney specifically confirming the rights
of the Lessor arising hereunder, and all such proofs of claim, assignments of
claim and other instruments and shall take all such other actions as may be
requested by the Lessor in order to enable the Lessor to enforce any and all
claims upon or in respect of such Affiliated Party Debt and to collect and give
any and all payments or distributions which may be payable or deliverable at
any time upon or with respect to such Affiliated Party Debt.
2.4. APPLICATION OF PAYMENTS. If, notwithstanding the provisions of
this Agreement, any payment or distribution of any character (whether in cash,
securities or other property) or any security shall be received by any of the
Affiliated Parties in contravention of the terms of this Agreement, and before
all of the Obligations shall have been paid and performed in full, such
payment, distribution or security shall be held in trust for the benefit of and
shall be paid over or delivered and transferred to, the Lessor for application
to the payment of all of the Lease Obligations remaining unpaid, until all of
the Lease Obligations shall have been paid in full.
2.5 OBLIGATIONS OF THE LESSEE TO AFFILIATED PARTIES. Except to the
extent provided in this Agreement that the Affiliated Party Debt may not be
payable, be paid or be retained, nothing contained herein shall impair, as
between the Lessee and the Affiliated Parties, the obligations of the Lessee,
which are absolute and unconditional, to pay to the Affiliated Parties the
Affiliated Party Debt, as and when the same shall become due and payable in
accordance with the terms thereof (and retain the same), or prevent the
Affiliated Parties, upon default with respect to the Affiliated Party Debt,
from exercising all rights, powers, and remedies otherwise provided therein or
by applicable law, all subject to the rights of the Lessor hereunder.
3. CONTINUED EFFECTIVENESS OF THIS AGREEMENT.
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3.1. CHANGES IN LEASE DOCUMENTS, ETC. The terms and provisions of
this Agreement, the subordination effected hereby, the rights of the Lessor,
and the obligations of the Affiliated Parties arising hereunder shall not be
affected, modified or impaired in any manner or to any extent by:
(I) any renewal, replacement, amendment, extension,
substitution, revision, consolidation, modification or termination of any of
the Lease Documents and/or any of the Related Party Agreements;
(II) the validity or enforceability of any such documents
referred to in clause (i) above;
(III) the release, sale, exchange or surrender, in whole or
in part, of Collateral;
(IV) any exercise or nonexercise of any right, power or
remedy in respect of the Obligations; or
(V) any waiver, consent, release, indulgency, extension,
renewal, modification, delay or other action, inaction or omission in respect
of the Obligations, now existing or hereafter arising, all whether or not the
Affiliated Parties shall have had notice or knowledge of any of the foregoing
and whether or not they shall have consented thereto.
3.2. TRANSFEREES. In the event of any sale, assignment, disposition
or other transfer of the Affiliated Party Debt, the Affiliated Parties shall
cause the transferee thereof to execute and deliver to the Lessor an agreement
(substantially identical with this Agreement) providing for the continued
subordination of the Affiliated Party Debt to the Obligations as provided
herein and for the continued effectiveness of all of the rights of the Lessor
arising under this Agreement; provided, however, that notwithstanding the
delivery of such an agreement, the Lessor shall not be deemed to have waived
its right to consent to any assignment, transfer, amendment or alteration of
the Interaffiliate Agreements pursuant to the terms of the Lease Documents.
4. INTERAFFILIATE AGREEMENTS.
4.1. TERMINATION OF INTERAFFILIATE AGREEMENTS. Notwithstanding
anything to the contrary contained in the Interaffiliate Agreements, the
Affiliated Parties hereby agree that after the occurrence of any Lease Default,
the Lessor may terminate all or any one or more of the Interaffiliate
Agreements, upon written notice to the Affiliated Parties, in the event that:
(I) the Lessor elects to take possession (directly or
through a nominee) of the Leased Property by reason of the exercise of the
rights and remedies granted to the Lessor under any of the Lease Documents; or
(II) the Lessor elects to terminate any of the Leases
pursuant to the terms of any of the Lease Documents.
In the event of a termination of any one or more of the Interaffiliate
Agreements pursuant to the provisions hereof, neither the Lessor nor any such
nominee shall have any liabilities or obligations whatsoever with respect to
the Affiliated Party Debt or any portion thereof (whether past due or which
would have become due and payable if such Interaffiliate Agreements had not
been
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terminated) or any other duties, covenants, agreements or obligations of the
Lessee under any of the Interaffiliate Agreements.
4.2 CHANGES IN INTERAFFILIATE AGREEMENTS, ETC. Each of the
Affiliated Parties agrees that it shall not transfer or assign any
Interaffiliate Agreement or any interest therein, directly or indirectly, or
consent to the transfer or assignment of any Interaffiliate Agreement or any
such interest by any party thereto, without the prior written consent of the
Lessor, in each instance, which consent shall not be unreasonably withheld;
provided, however, that the Lessor's consent shall not be required for any
transfer or assignment of any Interaffiliate Agreement to another Affiliate of
the Lessee as long as such other Affiliate has executed this Agreement or
executes and delivers to the Lessor an agreement substantially identical to
this Agreement.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS.
The Lessee and the other Affiliated Parties each represent and warrant
to, and covenant and agree with the Lessor, that: (I) each Affiliate of the
Lessee that is a party to any Interaffiliate Agreement in effect as of the date
hereof is a party to this Agreement; (II) a true and correct copy of each
written Interaffiliate Agreement entered into after the date hereof shall be
provided to the Lessor within ten (10) days after its execution and in the
event that any party to any Interaffiliate Agreement (whether written or oral)
entered into after the date hereof is not a party to this Agreement as of the
date hereof, the Affiliated Parties agree to cause such party to agree to be
bound by the terms of this Agreement, pursuant to an instrument in form and
substance acceptable to the Lessor, as fully and effectively as if such party
constituted one of the Affiliated Parties specifically named herein as of the
date hereof; and (III) no written Interaffiliate Agreement shall be amended
except by written instrument and a true and correct copy of each instrument
which is hereafter entered into amending any Interaffiliate Agreement shall be
provided to the Lessor within ten (10) days after its execution.
6. LEASE DOCUMENTS.
Each of the Affiliated Parties acknowledges that it has received
copies of the Lease Documents and hereby agrees to be bound by and to fully
comply with the terms and conditions contained therein, as the same may be
applicable to the Affiliated Parties (either directly or as a result of the
Affiliated Parties' duties, obligations, covenants and agreements under the
Interaffiliate Agreements).
7. INDEMNIFICATION.
The Affiliated Parties shall and hereby jointly and severally agree to
indemnify and hold the Lessor 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 Lessor may reasonably incur (I) by reason of this Agreement and (II)
in connection with the Interaffiliate Agreements (including, without
limitation, all claims and demands which may be asserted against the Lessor by
reason of any alleged obligation or undertaking on its part to perform or
discharge any of the terms, covenants or agreements contained in the
Interaffiliate Agreements) (the matters described in the foregoing clauses (i)
and (ii) are collectively referred to herein as the "Indemnified Losses").
Notwithstanding anything to the contrary contained herein, the Indemnified
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Losses shall not include any obligations, liabilities, losses, costs, claims,
expenses, fines, penalties or damages arising solely as a result of the
Lessor's gross negligence or willful misconduct.
The Affiliated Parties shall defend the Lessor against any claim or
litigation involving the Lessor for the same, with counsel approved by the
Lessor, and should the Lessor incur any such obligation, liability, loss, cost,
expense, fine, penalty or damage, then the Affiliated Parties shall reimburse
the Lessor for such amounts upon demand, and upon the failure of the Affiliated
Parties so to do, the Lessor, at its option, may declare the Lease Obligations
immediately due and payable. Notwithstanding anything to the contrary
contained herein, the Lessor shall have the option of conducting its own
defense with counsel of its own choice, but at the expense of the Affiliated
Parties.
The foregoing indemnification agreement shall also include all costs
reasonably incurred by the Lessor in connection with the enforcement of said
indemnification agreement. Any amounts owed to the Lessor under this Section
shall be a demand obligation and to the extent permitted under applicable law,
shall be added to the Lease Obligations 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 all
of the Leases.
8. CONFLICT.
In the event of any conflict between any term, covenant or condition
of this Agreement and any term, covenant or condition of the Interaffiliate
Agreements, or any documents executed in connection therewith or the
indebtedness evidenced thereby, the provisions of this Agreement shall control
and govern.
9. NOTICE.
Any notice, request, demand, statement or consent made hereunder shall
be in writing and shall be deemed duly given if personally delivered, sent by
certified mail, return receipt requested, or sent by a nationally recognized
commercial overnight delivery service with provisions for a receipt, postage or
delivery charges prepaid, and shall be deemed given when postmarked or placed
in the possession of such mail or delivery service and addressed as follows:
IF TO THE AFFILIATED c/o Alternative Living Services, Inc.
PARTIES: 000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxx, President
WITH A COPY TO: Xxxxxx X. Xxxx, Esq.
Xxxxxx & Xxxxxx
000 Xxxxxxxxx Xxxxxx, N.E., 0000 Xxxxxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
IF TO THE LESSEE: ALS Leasing, Inc.
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c/o Alternative Living Services, Inc.
000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxx, President
WITH A COPY TO: Xxxxxx X. Xxxx, Esq.
Xxxxxx & Xxxxxx
000 Xxxxxxxxx Xxxxxx, N.E., 0000 Xxxxxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
IF TO THE LESSOR: Meditrust Acquisition Corporation III
000 Xxxxx Xxxxxx
Xxxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: President
WITH COPIES TO: Meditrust Mortgage Investments, Inc.
000 Xxxxx Xxxxxx
Xxxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: General Counsel
Xxxxx Xxxx, III, Esq.
Xxxxxx, Xxxx & Xxxxxxx
Exchange Place
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
or at such other place as any of the parties hereto may from time to time
hereafter designate to the others in writing. Any notice given to any of the
Affiliated Parties by the Lessor at any time shall not imply that such notice
or any further or similar notice was or is required.
10. PRIORITY.
This Agreement is intended to establish relative rights and priorities
between the Lessor and the Affiliated Parties.
11. GOVERNING LAW.
This Agreement shall in all respects be governed, construed, applied
and enforced in accordance with the laws of the Commonwealth of Massachusetts.
To the maximum extent permitted by applicable law, the Affiliated
Parties hereby submit to the jurisdiction of the courts of the Commonwealth of
Massachusetts and the United States District Court for the District of
Massachusetts, as well as to the jurisdiction of all courts from which an
appeal may be taken from the aforesaid courts, for the purpose of any suit,
action or other proceeding arising out of, or with respect to any of the Lease
Documents, the negotiation and/or consummation of the transactions evidenced by
the Lease Documents, the Lessor's relationship with any member of the Leasing
Group in connection with the transactions evidenced by the Lease Documents
and/or
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the performance of any obligation or the exercise of any remedy under any of
the Lease Documents and expressly waive any and all objections they may have as
to venue in any of such courts.
12. TERM.
This Agreement shall remain in full force and effect so long as the
Lease Obligations remain undischarged or unsatisfied in any respect. The
Affiliated Parties agree that an affidavit, certificate, letter or statement of
any officer, agent or attorney of the Lessor 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 Agreement and any
Person may and is hereby authorized to rely thereon. Upon the complete payment
and performance of the Lease Obligations, this Agreement shall be deemed
terminated without further action and shall thereupon be of no further force or
effect.
13. FURTHER ASSURANCES.
At any time and from time to time, upon request by the Lessor, the
Affiliated Parties shall promptly make, execute and deliver, or cause to be
made, executed and delivered, to the Lessor and, where appropriate, cause to be
recorded and/or filed (and from time to time thereafter to be re-recorded
and/or refiled) at such time and in such offices and places as shall be deemed
desirable by the Lessor (in its reasonable discretion), any and all such other
and further amendments, assignments, instruments of further assurance,
certificates and other documents as the Lessor may, in its sole and absolute
discretion, deem desirable to (A) enable the Lessor to convey the Leased
Property, (B) assign any of the Leases and/or any of the other Lease Documents
or any portion of the Lessor's interest in any or all of the same, (C) enable
the Lessor to enter into participation agreements with respect to all or any
portion of the Obligations or (D) effectuate, complete or perfect, or to
continue and preserve the rights and remedies of the Lessor and/or the
obligations of any of the Affiliated Parties under this Agreement and/or any of
the other Lease Documents, including, without limitation, any document
requested in order to preserve the security interests created under the Lease
Documents as first priority security interests in the Collateral; provided,
however, that no such additional document or other instrument requested by the
Lessor hereunder shall increase the Obligations (except as to the costs and
expenses reasonably incurred by the Lessor in connection with the items
referred to in the foregoing clause (D)), require any of the Affiliated Parties
to incur any additional cost or be unduly burdensome to any of the Affiliated
Parties. Any failure by the Affiliated Parties to comply with any request
pursuant to this Section within twenty (20) days after such request is made by
the Lessor, shall be an Event of Default hereunder and upon such Event of
Default, the Lessor may make, execute, record, file, re-record and/or refile
any and all such amendments, assignments, instruments, certificates, and
documents for and in the name of the Affiliated Parties and the Affiliated
Parties each hereby appoint the Lessor as their attorney-in-fact, with full
power of substitution, to take such actions (on their behalf and in their name)
as the Lessor, in its sole and absolute discretion, may deem necessary or
desirable to effectuate the intent of this Section. This power of attorney,
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 any of the Affiliated Parties may suffer and
shall survive the same. The power of attorney conferred on the Lessor pursuant
to the provisions of this Section is provided solely to protect the interests
of the Lessor and shall not impose any duty on the Lessor to exercise any such
power, and neither the Lessor 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 willful misconduct.
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14. SUCCESSORS AND ASSIGNS; JOINT AND SEVERAL LIABILITY.
The terms and provisions of this Agreement shall be binding on and
inure to the benefit of (I) the Affiliated Parties and their respective heirs,
executors, administrators, legal representatives, successors and assigns and
any Affiliates of the Lessee, now or hereafter existing, and (II) the Lessor,
any other Person who may now or hereafter hold any interest in the Leases or
any of the other Lease Documents and their respective successors, assigns and
participants; provided, however, that, without limiting any of the other
provisions of any of the other Lease Documents, in the event that more than
fifty percent (50%) of the legal or beneficial interest in an Affiliated Party
shall have been sold to a purchaser which is not an Affiliated Party or an
Affiliate of an Affiliated Party and such Affiliated Party shall no longer be
controlled by an Affiliated Party or an Affiliate of an Affiliated Party, then
the obligation of the Lessee and such Affiliate hereunder with respect to
Affiliated Party Debt shall cease with respect to Affiliated Party Debt first
incurred by such Affiliated Party following such sale. Notwithstanding the
foregoing, except as specifically permitted under this Agreement, the
Affiliated Parties shall not, individually or together, assign or otherwise
transfer this Agreement or any of their respective rights or obligations
hereunder without the express written consent of the Lessor, in each instance,
which consent may be withheld in the Lessor's sole and absolute discretion.
All of the obligations of the Affiliated Parties hereunder shall be joint and
several.
15. GENERAL PROVISIONS; RULES OF CONSTRUCTION.
The provisions set forth in Article 23 and Sections 2.2, 16.8 through
16.10, inclusive, 24.2 through 24.10, inclusive, and 24.12 of the Leases are
hereby incorporated herein by reference, mutatis, mutandis, and shall be
applicable to this Agreement as if set forth in full herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal on the day and year first above written.
WITNESS: AFFILIATED PARTIES:
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ALS LEASING, INC.
By:
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Name: Xxxxxx X. Xxxxxx, Vice President
WITNESS: ALTERNATIVE LIVING SERVICES, INC.
-------
By:
--------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxx, Senior Vice -
President
WITNESS: LESSOR:
------- ------
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MEDITRUST ACQUISITION
CORPORATION III
BY:
-------------------------- ---------------------------------
Name: Name:
Title:
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SCHEDULE A
LIST OF MANAGERS
The following parties are collectively defined as the "Manager" and
hereby join in this Agreement and consent to the provisions hereof:
WITNESSES: MANAGER:
--------- -------
WOVENCARE SYSTEMS, INC.
By:
--------------------------- ---------------------------------
Name: Xxxxxx X. Xxxxxx, Vice President
CLARE BRIDGE OF XXXXXXXXXX, A
PENNSYLVANIA GENERAL PARTNERSHIP
BY: ALTERNATIVE LIVING SERVICES,
INC., A DELAWARE CORPORATION,
AS GENERAL PARTNER
By:
---------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx, Senior Vice
President
BY: ALS-EAST, INC., A DELAWARE
CORPORATION, AS GENERAL PARTNER
By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx, Vice
President
CLARE BRIDGE OF LOWER MAKEFIELD, A
PENNSYLVANIA GENERAL PARTNERSHIP
BY: ALTERNATIVE LIVING SERVICES,
INC., A DELAWARE CORPORATION,
AS GENERAL PARTNER
By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx, Senior Vice
President
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BY: ALS-EAST, INC., A DELAWARE
CORPORATION, AS GENERAL PARTNER
By:
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Name: Xxxxxx X. Xxxxxx, Vice
President
CCCI / NORTHAMPTON LIMITED
PARTNERSHIP, A PENNSYLVANIA LIMITED
PARTNERSHIP
BY: ALTERNATIVE LIVING SERVICES,
INC., A DELAWARE CORPORATION,
AS GENERAL PARTNER
By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx, Senior Vice
President
BY: ALS-EAST, INC., A DELAWARE
CORPORATION, AS GENERAL PARTNER
By:
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Name: Xxxxxx X. Xxxxxx, Vice
President
XXXXXXXX HOUSE LIMITED PARTNERSHIP,
A MICHIGAN LIMITED PARTNERSHIP
BY: ALTERNATIVE LIVING
SERVICES-MIDWEST, INC., A
MICHIGAN CORPORATION, AS
GENERAL PARTNER
By:
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Name: Xxxxxx X. Xxxxxx, Vice
President
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BY: ALTERNATIVE LIVING SERVICES,
INC., A DELAWARE CORPORATION,
AS LIMITED PARTNER
By:
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Name: Xxxxxx X. Xxxxxx, Senior Vice
President
TWELVE/DRAKE LIMITED PARTNERSHIP, A
MICHIGAN LIMITED PARTNERSHIP
BY: ALTERNATIVE LIVING
SERVICES-MIDWEST, INC., A
MICHIGAN CORPORATION, AS
GENERAL PARTNER
By:
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Name: Xxxxxx X. Xxxxxx, Vice
President
BY: ALTERNATIVE LIVING SERVICES,
INC., A DELAWARE CORPORATION,
AS LIMITED PARTNER
By:
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Name: Xxxxxx X. Xxxxxx, Senior Vice
President
EISENHOWER/STATE LIMITED
PARTNERSHIP, A MICHIGAN LIMITED
PARTNERSHIP
BY: ALTERNATIVE LIVING
SERVICES-MIDWEST, INC., A
MICHIGAN CORPORATION, AS
GENERAL PARTNER
By:
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Name: Xxxxxx X. Xxxxxx, Vice
President
BY: ALTERNATIVE LIVING SERVICES,
INC., A DELAWARE CORPORATION,
AS LIMITED PARTNER
By:
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Name: Xxxxxx X. Xxxxxx, Senior Vice
President
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NORTH XXXXXXXXXX LIMITED
PARTNERSHIP, A MICHIGAN LIMITED
PARTNERSHIP
BY: ALTERNATIVE LIVING
SERVICES-MIDWEST, INC., A
MICHIGAN CORPORATION, AS
GENERAL PARTNER
By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx, Vice
President
BY: ALTERNATIVE LIVING SERVICES,
INC., A DELAWARE CORPORATION,
AS LIMITED PARTNER
By:
--------------------------- --------------------------
Name: Xxxxxx X. Xxxxxx, Senior Vice
President
ALS/WOVENHEARTS SUSSEX, LLC
BY: ALTERNATIVE LIVING SERVICES,
INC., AS A MEMBER OF THE
COMPANY
By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx, Senior Vice
President
HEARTLAND RETIREMENT
SERVICES-ONALASKA ASSOCIATES, LLC
BY: HEARTLAND RETIREMENT SERVICES,
INC., AS A MEMBER OF THE
COMPANY
By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx, Vice
President
14
16
ALS/WOVENHEARTS XXXXX DEER, LLC
BY: ALTERNATIVE LIVING SERVICES,
INC., AS A MEMBER OF THE
COMPANY
By:
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx, Senior Vice
President
15
