BORROWER JOINDER AGREEMENT
Exhibit 10.1.10
EXECUTION VERSION
Loan No. 07-0004416
THIS JOINDER AGREEMENT (this “Agreement”), dated as of May 1, 2012, is by and between MOUNT WASHINGTON PROPERTY, L.L.C., a Delaware limited liability company (the “Subsidiary”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent for itself and the lenders (together with its successors and assigns, the “Administrative Agent”) under that certain Credit Agreement dated as of January 31, 2012 (as amended, restated, modified, supplemented and extended from time to time, the “Credit Agreement”), by and among AVIV FINANCING V, L.L.C., a Delaware limited liability company (the “Parent Borrower”), the other borrowers from time to time party thereto (together with the Parent Borrower, collectively the “Borrowers”), AVIV REIT, INC., a Maryland corporation, as a guarantor, the other guarantors from time to time party thereto, the lenders from time to time party thereto (collectively, the “Lenders”), and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The Credit Parties are required under the provisions of Section 6.14(a) of the Credit Agreement to cause the Subsidiary to become a “Borrower”.
Accordingly, the Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of itself and the Lenders:
1. The Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to be a party to the Credit Agreement and a “Borrower” for all purposes of the Credit Agreement, and shall have all of the obligations of a Borrower thereunder as if it had executed the Credit Agreement. The Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Borrowers contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this Section 1, the Subsidiary hereby jointly and severally together with the other Borrowers, agrees to promptly pay and perform the Obligations (whether now existing or hereafter arising) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. Each reference to a “Borrower” or a “Credit Party” in the Credit Agreement shall be deemed to include the Subsidiary.
2. The Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to be a party to the Security and Pledge Agreement, and shall have all the obligations of an “Obligor” (as such term is defined in the Security and Pledge Agreement) thereunder as if it had executed the Security and Pledge Agreement. The Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security and Pledge Agreement. Without limiting the generality of the foregoing terms of this Section 2, the Subsidiary hereby grants to the Administrative Agent, for the benefit of itself and the Lenders, a continuing security interest in and lien on, and, subject to the terms and conditions of the Security and Pledge Agreement, a right of set off against, any and all right, title and interest of the Subsidiary in and to the Collateral (as such term is defined in the Security and Pledge Agreement) of the Subsidiary. Each reference to an “Obligor” in the Security and Pledge Agreement shall be deemed to include the Subsidiary.
3. The Subsidiary hereby represents and warrants to the Administrative Agent that:
(i) The Subsidiary’s chief executive office and principal place of business as of the date hereof are (and for the prior four (4) months have been) located at the locations set forth on Schedule 1 hereto and the Subsidiary keeps its books and records at such locations.
(ii) The type of Collateral owned by the Subsidiary and the location of all Collateral owned by the Subsidiary is as shown on Schedule 2 hereto.
(iii) The Subsidiary’s exact legal name and state of incorporation or formation as of the date hereof are as set forth on Schedule 3 hereto and the Subsidiary has not in the past four (4) months changed its name, been party to a merger, consolidation or other change in structure or used any tradename except as set forth in Schedule 3 hereto.
(iv) All Capital Stock owned by the Subsidiary and all Instruments (as defined in the UCC (as defined in the Security and Pledge Agreement)), Documents (as defined in the UCC), or Tangible Chattel Paper (as defined in the UCC) that are required to be pledged and/or delivered to Administrative Agent pursuant to the Security and Pledge Agreement are set forth on Schedule 4 attached hereto.
(v) All Commercial Tort Claims (as defined in the Security and Pledge Agreement) are listed on Schedule 5 attached hereto.
(v) Attached hereto as Schedule 6 is an updated version of Part I of Schedule 5.12 to the Credit Agreement.
4. The Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to be a party to the Hazardous Materials Indemnity Agreement and an “Indemnitor” for all purposes of the Hazardous Materials Indemnity Agreement, and shall have all of the obligations of an Indemnitor thereunder as if it had executed the Hazardous Materials Indemnity Agreement. The Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Indemnitor contained in the Hazardous Materials Indemnity Agreement. Without limiting the generality of the foregoing terms of this Section 4, the Subsidiary hereby jointly and severally together with the other Indemnitor, guarantees to each Lender and the Administrative Agent, the prompt payment and performance of the indemnification obligations and other covenants (whether now existing or hereafter arising) under the Hazardous Materials Indemnity Agreement strictly in accordance with the terms thereof. Each reference to an “Indemnitor” in the Hazardous Materials Indemnity Agreement shall be deemed to include the Subsidiary.
5. The Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to be a party to all of the other Credit Documents not specifically enumerated herein to which Borrowers are a party (the “Other Credit Documents”) for all purposes of the Other Credit Documents, and shall have all of the obligations of a Borrower thereunder as if it had executed the Other Credit Documents. The Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Borrowers contained in the Other Credit Documents. Without limiting the generality of the foregoing terms of this Section 5, the Subsidiary hereby jointly and severally together with the other Borrowers, guarantees to each Lender and the Administrative Agent, the prompt performance of the obligations and covenants (whether now existing or hereafter arising) under the Other Credit Documents strictly in accordance with the terms thereof. Each reference to a “Borrower” or a “Credit Party” in the Other Credit Documents shall be deemed to include the Subsidiary.
6. The address of the Subsidiary for purposes of all notices and other communications under the Credit Agreement and the other Credit Documents is the address for any other Credit Party set forth in Section 10.02 of the Credit Agreement.
7. The following change is hereby deemed made to the Schedules attached to the Credit Agreement: the Subsidiary is added to Schedule 1.01 as a Subsidiary Borrower.
8. The Subsidiary hereby agrees that it will deliver the items set forth on Schedule 7 within the time periods specified therein.
9. The Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of this Agreement by the Subsidiary upon the execution of this Agreement by the Subsidiary.
10. The Subsidiary acknowledges and confirms that it has received a copy of the Credit Agreement, Security and Pledge Agreement, the Hazardous Materials Indemnity Agreement, and the Other Credit Documents and, in each case, all schedules and exhibits thereto.
11. The Subsidiary represents and warrants to the Administrative Agent and the Lenders that this Agreement has been duly executed and delivered by the Subsidiary and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditor’s rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law.
12. This Agreement may be executed in one or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.
13. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Illinois, without regard to conflict of laws principles.
[Remainder of page intentionally blank; signature page follows]
IN WITNESS WHEREOF, the Subsidiary has caused this Joinder Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of itself and the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.
| MOUNT WASHINGTON PROPERTY, L.L.C., | ||
| a Delaware limited liability company | ||
| By: |
AVIV FINANCING V, L.L.C., a Delaware limited liability company, its sole member | |
| By: |
AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership, its sole member | |||
| By: |
AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, its general partner | |||||
| By: |
a Maryland corporation, its general partner | |||||||
| By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|||||||||||||
| Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|||||||||||||
| Its: |
Executive Vice President, General Counsel, and Secretary |
|||||||||||||
[GE/Aviv V – Revolver Joinder– Mount Washington Property, L.L.C.]
Acknowledged and accepted:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent
| By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: |
▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: |
Its Duly Authorized Representative |
[GE/Aviv V – Revolver Joinder– Mount Washington Property, L.L.C.]
Schedule 1
CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS
Mount Washington Property, L.L.C.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The Subsidiary was formed within four (4) months of entering into this Agreement.
Schedule 2
TYPE AND LOCATION OF COLLATERAL
None.
Schedule 3
LEGAL NAME AND STATE OF INCORPORATION/FORMATION
Mount Washington Property, L.L.C. - Delaware
The Subsidiary was formed within four (4) months of entering into this Agreement.
Schedule 4
CAPITAL STOCK, INSTRUMENTS, DOCUMENTS, TANGIBLE CHATTEL PAPER
None.
Schedule 5
COMMERCIAL TORT CLAIMS
None.
Schedule 6
Updated Part I of Schedule 5.12 – Real Property Asset Matters
| Site No. |
Borrowing Base Asset |
Borrower/Owner |
Facility Lease |
Eligible Tenant1 |
Facility Operating Lease Termination Date |
Ground Leases | ||||||
| 1 |
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | Casa/Sierra California Associates, L.L.C. | 1. Lease dated 7/21/08 2. Consent Agreement dated 7/21/08 3. First Amendment to Lease dated 12/9/08 4. Second Amendment to Lease dated 08/24/2009 5. Unconditional Guaranty of Lease dated 7/21/08 6. Third Amendment to Lease dated 10/26/2010 |
Sierra View Care Holdings, LLC | 7/31/2018 | N/A | ||||||
| 2 |
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Pomona Vista L.L.C. | 1. Lease dated 7/21/08 2. Consent Agreement dated 7/21/08 3. First Amendment to Lease dated 12/9/08 4. Second Amendment to Lease dated 08/24/2009 5. Unconditional Guaranty of Lease dated 7/21/08 6. Third Amendment to Lease dated 10/26/2010 |
MJB Partners, LLC | 7/31/2018 | N/A | ||||||
| 3 |
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | ▇▇▇▇ ▇▇▇▇▇▇▇ Park Property L.L.C. | 1. Lease dated 7/21/08 2. Consent Agreement dated 7/21/08 3. First Amendment to Lease dated 12/9/08 4. Second Amendment to Lease dated 08/24/2009 5. Third Amendment to Lease dated 8/10/2010 6. Unconditional Guaranty of Lease dated 7/21/08 7. Third Amendment to Lease dated 10/26/2010 |
▇▇▇▇▇▇ Partners, LLC | 7/31/2018 | N/A | ||||||
| 4 |
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Casa/Sierra California Associates, L.L.C. | 1. Sublease dated 7/21/08 2. Consent Agreement dated 7/21/08 3. Replacement Facility Agreement dated 7/21/08 4. First Amendment to Sublease dated 12/9/08 5. Assignment and Assumption of Sublease dated 12/12/08 6. Second Amendment to Sublease dated 08/24/2009 7. Unconditional Guaranty of Lease dated 7/21/08 8. Third Amendment to Sublease dated 10/26/2010 |
Riverside Equities, LLC | 7/31/2018 | N/A | ||||||
| 1 | Unless otherwise noted, the address of Eligible Tenant is the Real Property Asset Address. |
| Site No. |
Borrowing Base |
Borrower/Owner |
Facility Lease |
Eligible Tenant1 |
Facility Operating Lease Termination Date |
Ground Leases | ||||||
| 5 |
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Peabody Associates Two, L.L.C. | 1. Lease dated 3/7/2011 2. Unconditional Guaranty of Lease dated 3/7/2011 3. Unconditional Guaranty of Lease dated 4/19/2011 4. First Amendment to Lease dated 5/16/2011 5. Second Amendment to Lease dated 10/31/2011 |
Peabody Care Center LLC | 4/30/2021 | N/A | ||||||
| 6 |
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Sedgwick Properties, L.L.C. | 1. Master Lease dated 4/19/2011 2. Unconditional Guaranty of Master Lease dated 4/19/2011 3. First Amendment to Master Lease dated 5/19/2011 4. Second Amendment to Master Lease dated 10/31/2011 |
Seville Care Center LLC | 4/30/2021 | N/A | ||||||
| 7 |
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Sedgwick Properties, L.L.C. | 1. Master Lease dated 4/19/2011 2. Unconditional Guaranty of Master Lease dated 4/19/2011 3. First Amendment to Master Lease dated 5/19/2011 4. Second Amendment to Master Lease dated 10/31/2011 |
Haviland Care Center LLC | 4/30/2021 | N/A | ||||||
| 8 |
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Sedgwick Properties, L.L.C. | 1. Master Lease dated 4/19/2011 2. Unconditional Guaranty of Master Lease dated 4/19/2011 3. First Amendment to Master Lease dated 5/19/2011 4. Second Amendment to Master Lease dated 10/31/2011 |
▇▇▇▇▇ Care Center LLC | 4/30/2021 | N/A | ||||||
| ▇ |
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Southeast Missouri Property, L.L.C. | 1. Master Lease dated 9/28/2010 2. Unconditional Guaranty of Lease dated 9/28/2010 3. First Amendment to Master Lease dated 10/26/2010 |
Benchmark Healthcare of Greenville, LLC | 9/30/2020 | N/A | ||||||
| 10 |
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Southeast Missouri Property, L.L.C. | 1. Master Lease dated 9/28/2010 2. Unconditional Guaranty of Lease dated 9/28/2010 3. First Amendment to Master Lease dated 10/26/2010 |
Benchmark Healthcare of Portageville, LLC | 9/30/2020 | N/A | ||||||
| 11 |
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Southeast Missouri Property, L.L.C. | 1. Master Lease dated 9/28/2010 2. Unconditional Guaranty of Lease dated 9/28/2010 3. First Amendment to Master Lease dated 10/26/2010 |
Heritage Gardens of Senath, LLC | 9/30/2020 | N/A | ||||||
| Site No. |
Borrowing Base |
Borrower/Owner |
Facility Lease |
Eligible Tenant1 |
Facility Operating Lease Termination Date |
Ground Leases | ||||||
| 12 |
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Southeast Missouri Property, L.L.C. | 1. Master Lease dated 9/28/2010 2. Unconditional Guaranty of Lease dated 9/28/2010 3. First Amendment to Master Lease dated 10/26/2010 |
Heritage Gardens of Senath South, LLC | 9/30/2020 | N/A | ||||||
| 13 |
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Montana Associates, L.L.C. | 1. Lease dated 2/26/97 2. First Amendment to Lease dated 5/7/97 3. Second Amendment to Lease dated 12/17/03 4. Third Amendment to Lease dated 10/25/06 5. Fourth Amendment to Lease dated 11/15/07 6. Fifth Amendment to Lease dated 8/1/08 7. Sixth Amendment to Lease dated 4/30/09 8. Unconditional Guaranty of Lease dated 2/26/97 |
Evergreen at Hot Springs, L.L.C. | 2/28/2015 | N/A | ||||||
| 14 |
▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Montana Associates, L.L.C. | 1. Lease dated 2/26/97 2. First Amendment to Lease dated 5/7/97 3. Second Amendment to Lease dated 12/17/03 4. Third Amendment to Lease dated 10/25/06 5. Fourth Amendment to Lease dated 11/15/07 6. Fifth Amendment to Lease dated 8/1/08 7. Sixth Amendment to Lease dated 4/30/09 8. Unconditional Guaranty of Lease dated 2/26/97 |
Evergreen at Polson, L.L.C. | 2/28/2015 | N/A | ||||||
| 15 |
▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Missouri Associates, L.L.C. | 1. Lease dated 8/1/03 2. First Amendment to Lease dated 5/31/06 3. Second Amendment to Lease dated 7/15/09 4. Letter dated 4/21/2010 exercising 5-year extension option 5. Unconditional Guaranty of Lease dated 8/1/03 6. Third Amendment to Lease dated 11/30/2010 7. Fourth Amendment to Lease dated 4/29/2011 8. Fifth Amendment to Lease dated 4/1/2012 |
Clifton Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 16 |
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Kingsville Texas, L.L.C. | 1. Lease dated 5/31/06 2. First Amendment to Lease dated 7/15/09 3. Letter dated 4/21/2010 exercising 5-year extension option 4. Unconditional Guaranty of Lease dated 5/31/06 5. Second Amendment to Lease dated 11/30/2010 6. Third Amendment to Lease dated 4/29/2011 7. Fourth Amendment to Lease dated 4/1/2012 |
Kleberg County Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| Site No. |
Borrowing Base |
Borrower/Owner |
Facility Lease |
Eligible Tenant1 |
Facility Operating Lease Termination Date |
Ground Leases | ||||||
| 17 |
▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Watauga Associates, L.L.C. | 1. Lease dated 8/1/03 2. First Amendment to Lease dated 5/31/06 3. Second Amendment to Lease dated 7/15/09 4. Letter dated 4/21/2010 exercising 5-year extension option 5. Unconditional Guaranty of Lease dated 8/1/03 6. Third Amendment to Lease dated 11/30/2010 7. Fourth Amendment to Lease dated 4/29/2011 8. Fifth Amendment to Lease dated 4/1/2012 |
North Pointe Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 18 |
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Orange, L.L.C. | 1. Lease dated 8/1/03 2. First Amendment to Lease dated 5/31/06 3. Letter dated 4/21/2010 exercising 5-year extension option 4. Unconditional Guaranty of Lease dated 8/1/03 5. Second Amendment to Lease dated 11/30/2010 6. Third Amendment to Lease dated 4/29/2011 7. Fourth Amendment to Lease dated 4/1/2012 |
Orange Villa Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 19 |
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Orange, L.L.C. | 1. Lease dated 8/1/03 2. First Amendment to Lease dated 5/31/06 3. Second Amendment to Lease dated 7/15/09 4. Letter dated 4/21/2010 exercising 5-year extension option 5. Unconditional Guaranty of Lease dated 8/1/03 6. Third Amendment to Lease dated 11/30/2010 7. Fourth Amendment to Lease dated 4/29/2011 8. Fifth Amendment to Lease dated 4/1/2012 |
Pinehurst Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 20 |
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Fredericksburg South ▇▇▇▇▇ Street, L.L.C. | 1. Lease dated 3/31/2011 2. Unconditional Guaranty of Lease dated 3/31/2011 3. First Amendment to Lease dated 5/25/2011 4. Second Amendment to Lease dated 8/16/2011 5. Third Amendment to Lease dated 4/1/2012 |
Fredericksburg Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 21 |
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Jasper Springhill Street, L.L.C. | 1. Lease dated 3/31/2011 2. Unconditional Guaranty of Lease dated 3/31/2011 3. First Amendment to Lease dated 5/25/2011 4. Second Amendment to Lease dated 8/16/2011 5. Third Amendment to Lease dated 4/1/2012 |
Jasper Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 22 |
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Commerce ▇▇▇▇▇▇▇▇ ▇▇▇▇ Drive, L.L.C. | 1. Lease dated 3/31/2011 2. Unconditional Guaranty of Lease dated 3/31/2011 3. First Amendment to Lease dated 5/25/2011 4. Second Amendment to Lease dated 8/16/2011 5. Third Amendment to Lease dated 4/1/2012 |
Oak Manor Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| Site No. |
Borrowing Base |
Borrower/Owner |
Facility Lease |
Eligible Tenant1 |
Facility Operating Lease Termination Date |
Ground Leases | ||||||
| 23 |
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Conroe ▇▇▇▇▇ ▇▇▇▇ Road, L.L.C. | 1. Lease dated 3/31/2011 2. Unconditional Guaranty of Lease dated 3/31/2011 3. First Amendment to Lease dated 5/25/2011 4. Second Amendment to Lease dated 8/16/2011 5. Third Amendment to Lease dated 4/1/2012 |
Woodland Manor Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 24 |
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/1/2012 |
Monte Siesta Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| 25 |
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/1/2012 |
Silver Pines Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| 26 |
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/1/2012 |
Spring Creek Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| 27 |
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/2/2012 |
Riverview Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| 28 |
▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/2/2012 |
Bluebonnet Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| 29 |
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/2/2012 |
Cottonwood Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| 30 |
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/2/2012 |
Regency Manor Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| Site No. |
Borrowing Base |
Borrower/Owner |
Facility Lease |
Eligible Tenant1 |
Facility Operating Lease Termination Date |
Ground Leases | ||||||
| 31 |
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/2/2012 |
▇▇▇▇▇▇ Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| 32 |
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/1/2012 |
Spring Oaks Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| 33 |
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/1/2012 |
Lynwood Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| 34 |
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/1/2012 |
Sienna Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| 35 |
▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/1/2012 |
▇▇▇▇▇ Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| 36 |
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/1/2012 |
Terrace West Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| 37 |
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/1/2012 |
Deerings Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| 38 |
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Texas Fifteen Property, L.L.C. | 1. Master Lease dated 3/9/2012 2. Unconditional Guaranty of Master Lease dated 3/1/2012 3. First Amendment to Master Lease dated 4/1/2012 |
Lake Lodge Nursing and Rehabilitation, L.P. | 3/31/2024 | N/A | ||||||
| 39 |
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | Mount Washington Property, L.L.C. | 1. Lease dated 4/24/2012 2. Unconditional Guaranty of Lease dated 4/24/2012 |
▇▇▇▇▇ Health System, Inc. | 4/30/2022 | N/A | ||||||
Schedule 7
| 1. | Promptly after the date of this Agreement, complete, or cause to be completed, the immediate repairs with respect to any Real Property Asset owned by the Subsidiary set forth in the summary (“Summary”) attached hereto as Annex I within the time periods specified in the “Time to Complete” column on Annex I attached hereto. In the event of any inconsistency between matters set forth in the Summary and the actual property condition report (“PCR”), the PCR shall govern. Additionally, (a) to the extent backup generators and smoke detectors are referenced in any PCR, such items will only be required to the extent such items are required under the respective Facility Operating Lease or by any governing state or local Governmental Authority, (b) to the extent any roof replacements are referenced in any PCR, such replacement will be waived if the repair of such roof will be warranted for an additional 5 years for the date of such repair and (c) any repairs recommended in any required mold or engineering studies must be completed within the time recommended in such study to the satisfaction of the Administrative Agent. |
| 2. | Promptly after the date of this Agreement, provide evidence reasonably satisfactory to the Administrative Agent of completion of the environmental commitments set forth on Annex II attached hereto, within the time periods specified therein. |
Annex I
Immediate Repairs
| Site |
Property Name |
Property Address |
State | Immediate Repair Estimate |
Immediate Repair |
Time to Complete | ||||||
| 39 | ▇▇▇▇▇ Health Systems | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | WI | $493,043 | Sprinkler Protection System throughout | Nine (9) months to complete all immediate repairs |
| * | Note that this is a summary prepared for convenience and any inconsistency between this summary and the actual property condition reports shall be governed by the applicable property condition report. |
Annex II
Environmental Commitments
| Issue |
Site(s) Covered |
Actions and Timing | ||
| Mold Growth | 39 (▇▇▇▇▇ Health) | Within 60 days after the date of this Agreement, facility personnel should identify source of mold on the ceiling of the Norwegian Room, clean it up and prevent future mold growth. |