SEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE
Exhibit
10.24.8
Added
Facilities:
[Apopka,
Florida]
[Clermont,
Florida]
[Morristown,
Tennessee]
[Oak
Ridge, Tennessee]
[Oviedo,
Florida]
SEVENTH
AMENDMENT TO AMENDED
AND
RESTATED MASTER LEASE
THIS
SEVENTH AMENDMENT TO AMENDED AND RESTATED ED MASTER LEASE (this "Amendment")
is
made and entered into as of October 2, 2006 (the "Effective Date"), by and
among
HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation ("HCP"),
WESTMINSTER HCP, LLC, a Delaware limited liability company ("Westminster HCP"),
TEXAS HCP HOLDING, L.P., a Delaware limited partnership ("Texas HCP"), and
HCP
AL OF FLORIDA, LLC, a Delaware limited liability company ("HCP AL") (HCP,
Westminster HCP, Texas HCP, and HCP AL shall be referred to herein,
collectively, as their interests may appear, as "Lessor"), on the one hand,
and
each of the Persons whose signatures are affixed hereto and who are identified
on Appendix A attached hereto and incorporated herein by this reference
(collectively, and jointly and severally, referred to herein as "Lessee"),
on
the other hand, with respect to the following:
RECITALS
A. HCP,
Westminster HCP, Texas HCP and HCP AL (collectively, as their interests
may appear, "Current Lessor"), as "Lessor," and LHAL LLC, Cobbco Inc.,
Hillsborough LLC, Ocoee Inc., Port Orange Inc., Prince Xxxxxxx Inc., Xxxxxxxx
LLC, Xxxxxxxx LLC, Westminster Inc., Pinellas LLC, Ocala West LLC, Cy-Fair
LP,
Friendswood LP, New Port Xxxxxx LLC, Lakeland LLC, St. Augustine LLC, Ocala
East
LLC, Venice LLC, Lakeland Hills LP, Xxxxxx XX, Chestnut Hill LLC, Summerville
9,
Carrollwood LLC, Gainesville LLC and Fox Run LLC (each as described on
Appendix A attached hereto) (collectively, and jointly and severally,
"Current Lessee"), as "Lessee", are parties to that certain Amended and Restated
Master Lease dated as of April 20, 2005 (the "Original Master Lease"), as
amended by that certain First Amendment to Amended and Restated Master Lease
dated as of September 1, 2005 (the "First Amendment"), that certain Second
Amendment to Amended and Restated Master Lease dated effective as of December
22, 2005 (the "Second Amendment"), that certain Third Amendment to Amended
and
Restated Master Lease dated as of January 31, 2006 (the "Third Amendment"),
that
certain Fourth Amendment to Amended and Restated Master Lease and Consolidation
and Restatement of Xxxxxxx Lake Facility Master Lease dated as of May 31, 2006
(the "Fourth Amendment"), that certain Fifth Amendment to Amended and Restated
Master Lease dated as of June 1, 2006 (the "Fifth Amendment") and that certain
Sixth Amendment to Amended and Restated Master Lease dated as of August 1, 2006 (the
"Sixth
Amendment," and together with the First Amendment, the Second Amendment, the
Third Amendment, the Fourth Amendment, and the Fifth Amendment the
"Amendments"), covering the Leased Property of twenty-six (26) mixed skilled
nursing and assisted living care Facilities located in California, Connecticut,
Florida, Maryland, New Jersey, Ohio, Texas and Virginia. The Original Master
Lease, as amended by the Amendments, shall hereinafter be referred to,
collectively, as the "Master Lease." All capitalized terms used in this
Amendment and not otherwise defined or modified herein shall have the meanings
assigned to such terms in the Master Lease.
1
B. Pursuant
to the terms of that certain Guaranty of Obligations dated as of April 20,
2005
(as the same has been or may hereafter be amended or reaffirmed from time to
time in writing, the "Guaranty"), made by Summerville Senior Living, Inc.,
a
Delaware corporation ("Guarantor") in favor of Current Lessor, Guarantor
guaranteed the obligations of Current Lessee under the Master Lease, all as
more
particularly described therein.
C. HCP,
as
Buyer, and Guarantor, as Seller, have entered into to that certain Contract
of
Acquisition, dated as of October 1, 2006 (as the same may be amended or modified
in accordance with the terms thereof, the "Group 10 Facilities Contract of
Acquisition"), pursuant to which HCP is, subject to the provisions of Section
3
below, purchasing and acquiring from Guarantor (or pursuant to which Guarantor
is causing to be transferred and conveyed to HCP (or an EAT, as defined and
further provided for in Section 3 below) on and effective as of the Effective
Date, the following:
(i) the
real
property located in Apopka, Florida and more particularly described on
Exhibit A-27 attached hereto, together with all improvements and fixtures
thereon, related rights and certain Personal Property relating thereto (the
"Apopka Facility");
(ii) the
real
property located in Clermont, Florida and more particularly described on
Exhibit A-28 attached hereto, together with all improvements and fixtures
thereon, related rights and certain Personal Property relating thereto (the
"Clermont Facility");
(iii) the
real
property located in Morristown, Tennessee and more particularly described on
Exhibit A-29 attached hereto, together with all improvements and fixtures
thereon, related rights and certain Personal Property relating thereto (the
"Morristown Facility");
(iv) the
real
property located in Oak Ridge, Tennessee and more particularly described on
Exhibit A-30 attached hereto, together with all improvements and fixtures
thereon, related rights and certain Personal Property relating thereto (the
"Oak
Ridge Facility"); and
(v) the
real property located in Oviedo, Florida and more particularly described
on Exhibit A-31 attached hereto, together with all improvements and
fixtures thereon, related rights and certain Personal Property relating thereto
(the "Oviedo Facility").
The
Apopka Facility, the Clermont Facility, the Morristown Facility, the Oak Ridge
Facility and Oviedo Facility are sometimes referred to herein, individually,
as
a "Group 10 Facility," and collectively, as the "Group 10
Facilities."
2
D. Effective
immediately upon the Effective Date and the Closing Date (as defined in the
Group 10 Facilities Contract of Acquisition), Lessor desires to add to the
Leased Property and lease to Lessee, and Lessee desires to lease from Lessor,
the Group 10 Facilities, and each of them, upon the terms and conditions set
forth in the Master Lease, as amended by this Amendment.
X. Xxxxxx
and Lessee desire to enter into this Amendment to effectuate the matters set
forth in the above Recitals, all as more particularly described
herein.
AMENDMENT
NOW
THEREFORE, in consideration of the foregoing Recitals and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lessor and Lessee hereby agree as follows:
1. Leasing.
Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, the
Leased Property of each of the Group 10 Facilities upon all of the terms and
conditions set forth in the Master Lease, as amended by this Amendment. All
references herein and in the Master Lease to a "Facility" or "Facilities" shall
mean each Facility (as defined in the Master Lease) together with the Group
10
Facilities, and each of them.
2. Joint
and Several Liability of Lessee. From and after the Effective Date, Wekiwa
Springs LLC, Oak Park LLC, Lookout Pointe LLC, Oak Ridge LLC and Oviedo LLC
(each as defined on Appendix A attached hereto) shall (i) be jointly and
severally liable for all of the obligations of the "Lessee" under the Master
Lease, as hereby amended, and (ii) assume jointly and severally with Current
Lessee, all obligations of "Lessee" arising under the Master Lease, as hereby
amended, on, prior to or after the Effective Date.
3. 1031
Exchange. Lessee acknowledges that HCP may elect to consummatethe
purchase of the Leased Property of one or more of the Group 10 Facilities as
a
reverse like-kind exchange within the meaning of Section 1031 of Code (the
"Exchange"). If HCP so elects, HCP may enter into a Qualified Exchange
Accommodation Agreement (the "QEAA") with an "Exchange Accommodation
Titleholder" (an "EAT") as that term is defined in Internal Revenue Service
Revenue Procedure 2000-37, 2000-40 I.R.B. 1 (September 15, 2000) for the purpose
of effectuating such Exchange. In such event, Lessee acknowledges that an EAT,
rather than HCP, shall take title to the Leased Property of such Group 10
Facility(ies) and shall lease the Leased Property of each such Group 10
Facility(ies) to HCP pursuant to a written lease (the "Exchange Lease");
provided, however, Lessor and Lessee acknowledge and agree that Lessee shall
have no obligations under such Exchange Lease and Lessee's only duties,
covenants, obligations and liabilities shall be those set forth in the Lease,
as
hereby amended, and in any other Transaction Documents to which Lessee is a
party. Upon the completion or the termination of such Exchange (which shall
occur no later than one hundred eighty (180) days after the Effective Date),
HCP
or an Affiliate of HCP may elect to either (a) acquire title to the Leased
Property of such Group 10 Facility(ies), terminate the Exchange Lease and
continue the Master Lease, as hereby amended, between and among Lessee, as
"Lessee," and Lessor or certain Affiliates of Lessor, as "Lessor" (as their
interests may appear) or (b) acquire the equity interests in such EAT, terminate
the Exchange Lease and cause such EAT to join as a "Lessor" under the
Master
3
Lease,
as
hereby amended, for the purposes of continuing the lease of the Leased Property
of each such Group 10 Facility(ies) pursuant to the terms of the Master Lease,
as hereby amended. In either such event, the termination of the Exchange Lease
shall not result in a termination of the Master Lease, as hereby amended, with
respect to any of the Group 10 Facilities, and in the event that HCP proceeds
under clause (b) above, Lessee shall attorn to and recognize the EAT as a
"Lessor" (as its interests may appear) under the Master Lease, as hereby
amended. The provisions of this Section 3 shall be self-operative and no further
instrument shall be required to effect the intent and purposes hereof; provided,
however, at the request of HCP, at anytime following a termination of the
Exchange Lease, Lessee shall execute and deliver to Lessor such written
amendment to the Master Lease, as hereby amended, or other confirmation
confirming the same.
4. Modifications
to Terms of the Master Lease. Effective as of the Effective Date,
the
Master Lease shall be amended and supplemented in the following
particulars:
(a)
New Definitions. Except as otherwise expressly provided or unless
the
context otherwise requires, for all purposes of the Master Lease, as hereby
amended, the terms defined in this Section 4(a) shall have the meanings assigned
to them as provided below and shall be added to Article II of the Original
Master Lease (as amended by the Amendments) to read, in their entireties, as
follows:
"Aggregate
Costs of the Fox Run Facility/Group 10 Facility
Capital Renovation Project(s): With respect to the Fox Run
Facility and the Group 10 Facilities, the actual out-of-pocket costs actually
incurred by Lessee pursuant to the provisions of the Master Lease, as hereby
amended, in connection with the Fox Run Facility/Group 10 Facility Capital
Facility Renovation Project(s) for such Facilities, including all costs of
design, construction, installation and obtaining all governmental approvals
and
permits with respect to such Fox Run Facility/Group 10 Facility Capital
Renovation Project(s) for such Facilities, the Fox Run Facility/Group 10
Facility Capital Renovation Site Review Fees for such Facilities and the Fox
Run
Facility/Group 10 Facility Capital Renovation Lessor Costs with respect to
such
Facilities."
"Apopka
Facility: That certain Facility located in Apopka, Florida."
"Clermont
Facility: That certain Facility located in Clermont, Florida."
"Fox
Run Facility/Group 10 Facility Capital Renovation Project(s): With respect
to the Fox Run Facility and the Group 10 Facilities, any capital refurbishment
to any or all such Facilities, the scope, plans and specifications, and a
detailed final cost budget of which is to be mutually agreed upon by Lessor
and
Lessee after the Effective Date."
"Fox
Run Facility/Group 10 Facility Capital Renovation
Project Allowance: With respect to the Fox Run Facility
and the Group 10 Facilities, a total aggregate allowance for the Fox Run
Facility/Group 10 Facility Capital Renovation Project(s) equal to the lesser
of
(i) Eight Hundred Fifty Thousand and No/100 Dollars ($850,000.00), or (ii)
the
Aggregate Costs of the Fox Run Facility/Group 10 Facility
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Capital
Renovation Project(s) with respect to such Facilities. The Fox Run
Facility/Group 10 Facility Capital Renovation Project Allowance shall be
allocated to the Fox Run Facility/Group 10 Facility Capital Renovation
Project(s) at the Fox Run Facility and each of the Group 10 Facilities as
reasonably determined by Lessee. Lessee shall deliver to Lessor written
confirmation of such allocation prior to Lessor's disbursement of the Fox Run
Facility/Group 10 Facility Capital Renovation Project Allowance, or any portion
thereof. Notwithstanding anything to the contrary in the Master Lease, as
amended by this Amendment, the portion of the Fox Run Facility/Group 10 Facility
Capital Renovation Project Allowance allocated to the Fox Run Facility and
each
Group 10 Facility shall not count towards the Annual Minimum Capital Project
Amount with respect to each such Facility, and Lessee's expenditure and
reimbursement, if any, of all or a portion of the Fox Run Facility/Group 10
Facility Capital Renovation Project Allowance shall be in addition to the Annual
Minimum Capital Project Amount with respect to each such Facility."
"Fox
Run Facility/Group 10 Facility Capital Renovation Project Allowance Lease
Rate: A percentage equal to the greater of (a) the average of the ten-year
U.S. Treasury Note rate published in the Wall Street Journal for
each of the five (5) Business Days prior to that date which is two (2) Business
Days prior to the Group 10 Facility Closing Date and quoting the rate as of
that
date which is two (2) Business Days prior to the Group 10 Facility Closing
Date,
plus Three and Thirty Hundredths Percent (3.30%) and (b) Eight and One-Half
Percent (8.5%)."
"Fox
Run Facility/Group 10 Facility Capital Renovation Site Review Fees:
As defined in Section 5 of this Amendment."
"Group
10 Facilities Contract of Acquisition: As defined in Recital C of this
Amendment."
"Group
10 Facility(ies): Each of those Facilities identified as a Group 10 Facility
on Exhibit C attached hereto."
"Group
10 Facility Escalator: An amount equal to Three Percent
(3.0%)."
"Group
10 Facility Partial Lease Year CPI Increase: For purposes of determining the
Group 10 Facility Purchase Price, the percentage increase, if any, in (i) the
Cost of Living Index published for the month which is two (2) months prior
to
the date of closing of Lessee's purchase of the Leased Property of the
applicable GrOup 10 Facility, over (ii) the Cost of Living Index published
for
the month which is two (2) months prior to the commencement of the then current
Lease Year in which such closing occurs."
"Group
10 Facility Purchase Price: With respect to each Group 10 Facility at any
given time, the sum of:
(i) the
Allocated Initial Investment with respect to such Group 10 Facility,
as increased each Lease Year from and after the applicable Restatement Date
for
such Facility by the greater of (A) the Fixed Adjustment Factor (cumulative
and
compounded) for such Facility (and, as also increased by the Fixed Adjustment
Factor on the date of closing if Lessee's purchase of the Leased Property of
such Facility occurs on any day other than the first (1st) day
of a Lease
Year with respect to such Facility) or (B) the applicable CPI Increase
(cumulative and compounded) for such Facility commencing upon the expiration
of
the first (1st) Lease
Year with
respect to such Facility, and upon the expiration of each Lease Year thereafter
with respect to such Facility (and, as also increased by the Group 10 Facility
Partial Lease Year CPI Increase on the date of closing if Lessee's purchase
of
the Leased Property of such Facility occurs on any day other than the first
(1st) day
of a Lease
Year with respect to such Facility); plus
5
(ii) any
Capital Addition Costs paid, funded or accrued by Lessor with respect
to such Group 10 Facility, as increased from and after the date of each such
payment, funding or accrual by Lessor of any such Capital Addition Costs by
the
greater of (A) the Fixed Adjustment Factor each Lease Year (cumulative and
compounded) for such Facility (and, as also increased by the Fixed Adjustment
Factor on the date of closing if Lessee's purchase of the Leased Property of
such Facility occurs on any day other than the first (1st) day
of a Lease
Year with respect to such Facility) or (B) the applicable CPI Increase
(cumulative and compounded) for such Facility commencing upon the expiration
of
the first (1st) Lease
Year with
respect to such Facility, and upon the expiration of each Lease Year thereafter
with respect to such Facility (and, as also increased by the Group 10 Facility
Partial Lease Year CPI Increase on the date of closing if Lessee's purchase
of
the Leased Property of such Facility occurs on any day other than the first
(1St) day
of a Lease
Year with respect to such Facility).
For
purposes of this definition of "Group 10 Facility Purchase Price," "Fixed
Adjustment Factor" shall mean Three Percent (3%); provided, however, that if
the
closing of Lessee's purchase of the Leased Property of the applicable Group
10
Facility occurs on a date other than the first (1st) day
of a Lease
Year with respect to such Facility, then such "Fixed Adjustment Factor" as
of
the date of such closing shall mean Three Percent (3%) times a fraction, the
numerator of which equals the number of days elapsed in the Lease Year in which
such closing occurs, and the denominator of which is three hundred sixty
(360)."
"Group
10 Facility Put Event Price: With respect to any Group 10 Facility at any
given time, the sum of (i) the Minimum Repurchase Price for such Facility,
plus (ii) an amount which, upon the closing, equals an
annually compounded return equal to the applicable Group 10 Facility Escalator
per year on (A) the Allocated Initial Investment for such Facility accruing
from
and after the applicable Restatement Date for such Facility and (B) any Capital
Addition Costs funded by Lessor for such Facility accruing from and after the
date of funding; provided, however, that if the closing of Lessee's purchase
of
the Leased Property of the applicable Group 10 Facility occurs on a date other
than the first (1st) day
of a Lease
Year with respect to such Facility, then for purposes of determining the
annually compounded return applicable for the Lease Year in which such closing
occurs, the Group 10 Facility Escalator shall be an amount equal to Three
Percent (3.0%) times a fraction, the numerator of which equals the number of
days elapsed in the Lease Year in which such closing occurs, and the denominator
of which is three hundred sixty (360)."
6
"Morristown
Facility: That certain Facility located in Morristown, Tennessee."
"Oak
Ridge Facility: That certain Facility located in Oak Ridge, Tennessee."
"Oviedo
Facility: That certain Facility located in Oviedo, Florida."
(b) Supplemented
Definitions. The following definitions appearing in Article
II of the Original Master Lease (as amended by the Amendments) shall be
supplemented as follows:
Annual
Minimum Capital Project Amount: With respect to each Group 10 Facility,
during each Lease Year with respect to such Group 10 Facility, the following
amounts:
(i)
With
respect to the Apopka Facility, $27,200.00;
(ii) With
respect to the Clermont Facility, $24,400.00;
(iii) With
respect to the Morristown Facility, $22,400.00;
(iv) With
respect to the Oak Ridge Facility, $30,400.00;
(v) With
respect to the
Oviedo Facility, $26,400.00.
Notwithstanding
the foregoing, Lessor and Lessee acknowledge that the initial Annual Minimum
Capital Project Amount for each Group 10 Facility represents an amount equal
to
(A) the number of licensed units located at such Group 10 Facility
times (B) Four Hundred Dollars ($400.00). In the event that
the number of licensed units for any Group 10 Facility is increased or decreased
in accordance with the terms of the Master Lease, as hereby amended, the Annual
Minimum Capital Project Amount for such Group 10 Facility shall be increased,
or
decreased, as applicable, by an amount equal to (1) the number of such licensed
units increased or decreased at such Group 10 Facility times (2) Four
Hundred Dollars ($400.00).
Annual
Minimum Capital Project Amount Overage: With respect to each Group 10
Facility for any Lease Year, an amount equal to (a) the sum of (i) the Capital
Project Costs incurred and paid by Lessee in funding Capital Projects for such
Group 10 Facility in the immediately preceding two (2) Lease Years and for
which
Lessor has received paid invoices, receipts or other commercially reasonable
evidence or supporting information as is customary to evidence such
expenditures, verifying the cost and payment of funding such Capital Projects,
and an Officer's Certificate certifying that the applicable item(s) of Capital
Projects have been completed, less (ii) the amounts disbursed by Lessor to
Lessee from any Replacement Reserve on account of such Capital Projects to
such
Group 10 Facility in accordance with the terms of Section 9.3.1 of the Master
Lease, as hereby amended, in excess of (b) the Annual Minimum Capital Project
Amount for such Group 10 Facility for such prior two (2) Lease Year
period.
7
Capital
Additions. With respect to the Fox Run Facility and each of the Group 10
Facilities, each applicable Fox Run Facility/Group 10 Facility Capital
Renovation Project shall at all times be deemed a Capital Addition for purposes
of the Master Lease, as hereby amended, for such Facility.
Capital
Addition Costs. With respect to the Fox Run Facility and each of the Group
10 Facilities, each applicable portion of the Fox Run Facility/Group 10 Facility
Capital Renovation Project Allowance allocated to each such Facility as provided
for herein shall be treated for all purposes as Capital Addition Costs financed
and paid for by Lessor under the Master Lease, as hereby amended, for such
Facility.
Deed:
With respect to each Group 10 Facility, "Deed" as defined in the Group
10
Facilities Contract of Acquisition.
Fair
Market Rental: With respect to each Group 10 Facility, the definition of
Fair Market Rental applicable to the Group 2 Facilities, the Group 3 Facilities,
the Group 4 Facilities, the Group 5 Facilities, the Chestnut Hill Facility,
the
Xxxxxxx Lake Facility, the Group 8 Facilities and the Fox Run Facility but
in
each instance relating to such Group 10 Facility.
Lease
Year: With respect to each Group 10 Facility, the first Lease Year for such
Group 10 Facility shall be the period commencing on the applicable Restatement
Date with respect to such Group 10 Facility and ending August 31, 2007, and
each
subsequent Lease Year for any Group 10 Facility shall be each period of twelve
(12) full calendar months after the last day of the prior Lease Year; provided,
however, that the last Lease Year for each Group 10 Facility during the Term
may
be a period of less than twelve (12) full calendar months and shall end on
the
last day of the Term for such Facility.
Restatement
Date: With respect to each Group 10 Facility, the Effective Date of this
Amendment, which shall also be the commencement date of the Master Lease, as
hereby amended, with respect to each such Group 10 Facility.
Transaction
Documents: The meaning given to such term in the Original Master Lease (as
amended by the Amendments), together with this Amendment and the Group 10
Facilities Contract of Acquisition.
(c) Definition
of Lessee. The definition of "Lessee" appearing in Article II of the
Original Master Lease (as amended and restated pursuant to the Amendments)
shall
be further amended and restated to have the meaning given to such term in the
preamble of this Amendment.
(d) Amendment
to Letter of Credit Amount. From and after the Effective Date hereof, the
percentage "6.1%" appearing in the definition of "Letter of Credit Amount"
in
Article II of the Original Master Lease (as amended and restated pursuant to
the
Amendments) shall read "5.4%."
8
(e) Leased
Property; Term. The phrase "Group 3 Facilities, the Group 4 Facilities, the
Group 5 Facilities, the Chestnut Hill Facility, the Group 8 Facilities and
the
Fox Run Facility, the applicable Restatement Date" appearing in the last
paragraph of Article I of the Original Master Lease (as amended by the
Amendments) is hereby amended to read "Group 3 Facilities, the Group 4
Facilities, the Group 5 Facilities, the Chestnut Hill Facility, the Group 8
Facilities, the Fox Run Facility and the Group 10 Facilities, the applicable
Restatement Date."
(f) Minimum
Rent for the Group 10 Facilities. With respect to each Group 10
Facility:
(i) Subject
to the upward adjustments as provided in clause (ii) below, for the period
from
the Effective Date through the expiration of the first (1st) Lease
Year with
respect to such Group 10 Facility, Lessee shall pay to Lessor as monthly
"Allocated Minimum Rent" for such Group 10 Facility at the times and in the
manner provided in Section 3.1 of the Master Lease, as hereby amended, the
amount allocated to and set forth or determined pursuant to the formula opposite
such Group 10 Facility on Exhibit C to the Master Lease, as hereby
amended. The first monthly payment of Allocated Minimum Rent for each such
Group
10 Facility shall be payable on the Effective Date (prorated as to any partial
calendar month at the beginning of the Term with respect to each such
Facility).
(ii) The
Allocated Minimum Rent with respect to each Group 10 Facility shall be increased
automatically upon the date of disbursement (if any) of the portion of the
Fox
Run Facility/Group 10 Facility Capital Renovation Project Allowance allocated
to
such Facility, to be equal to the sum of (1) the monthly Allocated Minimum
Rent
in effect immediately prior to such disbursement date, plus (2) that
amount equal to one-twelfth (1/12th) of the
product of
(x) the portion of the Fox Run Facility/Group 10 Facility Capital Renovation
Project Allowance allocated to such Facility, times (y) the Fox Run
Facility/Group 10 Facility Capital Renovation Project Allowance Lease Rate.
Such
monthly Allocated Minimum Rent as so increased for such Facility shall remain
in
effect for the balance of the then current Lease Year with respect to such
Facility. To the extent such increase does not occur on the first (1st) day
of a
calendar month, then such increase for the applicable month in which the same
occurs shall be prorated for such month.
(iii) Subject
to upward adjustments as provided in clause (ii) above, commencing upon the
expiration of the first (1st) Lease
Year for
each Group 10 Facility and upon the expiration of each Lease Year thereafter
during the Fixed Term for such Group 10 Facility, the then current monthly
Allocated Minimum Rent for such Group 10 Facility for such Lease Year shall
be
increased by an amount equal to the Group 10 Facility Escalator.
(iv) For
the
first (1st) Lease
Year of
each Extended Term for each Group 10 Facility, if any, the monthly Allocated
Minimum Rent for such Group 10 Facility shall be equal to the greater of (a)
the
then current monthly Fair Market Rental for such Facility and (b) the monthly
Allocated Minimum Rent payable for such Group 10 Facility during the last Lease
Year of the immediately preceding Term, as increased by the Group 10 Facility
Escalator.
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(v) Commencing
upon the expiration of the first (0) Lease Year of each Extended Term, if any,
for each Group 10 Facility and upon the expiration of each Lease Year thereafter
during such Extended Term, the then current monthly Allocated Minimum Rent
for
such Group 10 Facility shall be increased by an amount equal to the Group 10
Facility Escalator.
(vi) The
last
paragraph of Section 3.1 of the Original Master Lease shall apply with respect
to any adjustment of the Allocated Minimum Rent with respect to any Group 10
Facility pursuant to clauses (ii), (iii), and (iv) above.
(vii) Lessee
shall
continue to pay all Minimum Rent with respect
to the balance of the Facilities at the times, in the manner and in the amounts
set forth in or determined by the Master Lease, as hereby amended.
(g) Additional
Increases in Minimum Rent for the Fox Run Facility. Notwithstanding anything
to the contrary contained in the Master Lease, as hereby amended, including
in
Section 4(f) of the Sixth Amendment, the Allocated Minimum Rent with respect
to
the Fox Run Facility shall be increased automatically upon the date of
disbursement (if any) of the portion of the Fox Run Facility/Group 10 Facility
Capital Renovation Project Allowance allocated to such Facility, to be equal
to
the sum of (1) the monthly Allocated Minimum Rent in effect immediately prior
to
such disbursement date, plus (2) that amount equal to one-twelfth
(1/12th) of the
product of (x) the portion of the Fox Run Facility/Group 10 Facility Capital
Renovation Project Allowance allocated to such Facility, times (y) the
Fox Run Facility/Group 10 Facility Capital Renovation Project Allowance Lease
Rate. Such monthly Allocated Minimum Rent as so increased for such Facility
shall remain in effect for the balance of the then current Lease Year with
respect to such Facility. To the extent such increase does not occur on the
first (1st) day
of a
calendar month, then such increase for the applicable month in which the same
occurs shall be prorated for such month. In addition, the provisions of Section
4(f)(i) and (ii) of the Sixth Amendment shall be subject to the upward
adjustment set forth in this Section 4(g).
(h) Fox
Run Capital Renovation Project Allowance. Lessor and Lessee hereby agree
that, notwithstanding anything to the contrary contained in the Master Lease,
as
hereby amended, including in Section 5 of the Sixth Amendment, Lessor and Lessee
hereby acknowledge and agree that the Fox Run Facility/Group 10 Facility Capital
Renovation Project Allowance shall replace, supersede and be in lieu of the
Fox
Run Capital Renovation Project Allowance. Accordingly, Section 5 of the Sixth
Amendment is hereby deleted in its entirety each of the defined terms "Aggregate
Costs of the Fox Run Facility Capital Renovations Project(s)," "Fox Run Facility
Capital Renovation Project(s)," "Fox Run Facility Capital Renovation Project
Allowance," "Fox Run Facility Capital Renovation Project Allowance Lease Rate,"
"Fox Run Facility Capital Renovation Site Review Fees" and "Fox Run Facility
Renovation Lessor Costs," appearing in Section 4(a) of the Sixth Amendment
shall
be deleted in their entireties.
10
(i) Condition
of the Leased Property. The phrase "Group 3 Facilities, the Group 4
Facilities, the Group 5 Facilities, the Chestnut Hill Facility, the Group 8
Facilities and the Fox Run Facility, the applicable Restatement Date" appearing
in clause (ii) and in clause (b) of Section 7.1 of the Original Master Lease
(as
amended by the Amendments) is hereby amended to read "Group 3 Facilities, the
Group 4 Facilities, the Group 5 Facilities, the Chestnut Hill Facility, the
Group 8 Facilities, the Fox Run Facility and the Group 10 Facilities, the
applicable Restatement Date," in each instance.
(j) Maintenance
and Repair. The phrase "Group 3 Facilities, the Group 4 Facilities, the
Group 5 Facilities, the Chestnut Hill Facility, the Group 8 Facilities and
the
Fox Run Facility, the applicable Restatement Date" appearing in Section 9.1.1
of
the Original Master Lease (as amended by the Amendments) is hereby amended
to
read "Group 3 Facilities, the Group 4 Facilities, the Group 5 Facilities, the
Chestnut Hill Facility, the Group 8 Facilities, the Fox Run Facility and the
Group 10 Facilities, the applicable Restatement Date."
(k) Capital
Projects. The phrases "Group 3 Facilities, Group 4 Facilities,
Group 5 Facilities, Chestnut Hill Facility, Xxxxxxx Lake Facility, Group 8
Facilities and Fox Run Facility" and "Group 3 Facility, Group 4 Facility, Group
5 Facility, Chestnut Hill Facility, Xxxxxxx Lake Facility, Group 8 Facilities
or
Fox Run Facility" appearing a number of times in Section 9.3 of the Original
Master Lease (as amended by the Amendments) are hereby amended to read "Group
3
Facilities, Group 4 Facilities, Group 5 Facilities, Chestnut Hill Facility,
Xxxxxxx Lake Facility, Group 8 Facilities, Fox Run Facility and Group 10
Facilities" and "Group 3 Facility, Group 4 Facility, Group 5 Facility, Chestnut
Hill Facility, Xxxxxxx Lake Facility, Group 8 Facility, Fox Run Facility or
Group 10 Facility" respectively, in each instance.
(1) Liens.
The phrase "Group 3 Facilities, the Group 4 Facilities, the Group
5
Facilities, the Chestnut Hill Facility, the Group 8 Facilities and the Fox
Run
Facility, the applicable Restatement Date, with respect to such Group 3
Facility, Group 4 Facility, Group 5 Facility, Chestnut Hill Facility, Group
8
Facility and Fox Run Facility" appearing in Section 11.1 of the Original Master
Lease (as amended by the Amendments) is hereby amended to read "Group 3
Facilities, the Group 4 Facilities, the Group 5 Facilities, the Chestnut Hill
Facility, the Group 8 Facilities, the Fox Run Facility and the Group 10
Facilities, the applicable Restatement Date, with respect to such Group 3
Facility, Group 4 Facility, Group 5 Facility, Chestnut Hill Facility, Group
8
Facility, Fox Run Facility and Group 10 Facility."
(m) Casualty.
For purposes of Section 14.2.1 and 14.2.2 of the Original Master Lease
(as
amended by the Amendments), the purchase price as provided therein with respect
to any Group 10 Facility shall be the Group 10 Facility Purchase Price
immediately prior to such damage or destruction.
(n) Condemnation.
For purposes of Section 15.1.4 of the Original Master Lease (as amended
by
the Amendments), Lessor shall be entitled to receive from any Award relating
to
any Group 10 Facility, subject to the rights of Facility Mortgagees, no less
than the applicable Group 10 Facility Purchase Price immediately prior to the
institution of the Condemnation.
11
(o) Events
of Default. The phrase "the Group 3 Facility Contract of Acquisition, the
Group 4 Facilities Contract of Acquisition, the Group 5 Facilities Contract
of
Acquisition, the Chestnut Hill Facility Contract of Acquisition, the Xxxxxxx
Lake Facility Contract of Acquisition, the Group 8 Facilities Contract of
Acquisition and/or the Fox Run Facility Contract of Acquisition" appearing
in
each of Sections 16.1(a) and 16.1(k) of the Original Master Lease (as amended
by
the Amendments) is hereby replaced with the phrase "the Group 3 Facility
Contract of Acquisition, the Group 4 Facilities Contract of Acquisition, the
Group 5 Facilities Contract of Acquisition, the Chestnut Hill Facility Contract
of Acquisition, the Xxxxxxx Lake Facility Contract of Acquisition, the Group
8
Facilities Contract of Acquisition, the Fox Run Facility Contract of Acquisition
and/or the Group 10 Facilities Contract of Acquisition."
(p) Lessee's
Obligation to Purchase. For purposes of Section 16.5 of the Original Master
Lease (as amended by the Amendments), the amount required to be paid by Lessee
upon any exercise of Lessor's rights to require Lessee to purchase a Group
10
Facility following a Put Event pursuant to such Section shall be equal to the
applicable Group 10 Facility Put Event Price for such Facility, plus, in any
event, all Rent then due and payable (excluding the installment of Minimum
Rent
due on the purchase date) under the Master Lease, as hereby amended, with
respect to such Group 10 Facility.
(q) Quiet
Enjoyment. The phrase "Group 3 Facilities, the Group 4 Facilities, the Group
5 Facilities, the Chestnut Hill Facility, the Group 8 Facilities or the Fox
Run
Facility, the applicable Restatement Date" appearing in Section 32.1 of the
Original Master Lease (as amended by the Amendments) is hereby amended to read
"Group 3 Facilities, the Group 4 Facilities, the Group 5 Facilities, the
Chestnut Hill Facility, the Group 8 Facilities, the Fox Run Facility or the
Group 10 Facilities, the applicable Restatement Date."
(r)
Lessee's
Option to Purchase.
(i) Section
35.1.8 of the Original Master Lease (as amended by the Amendments) is hereby
further amended to read, in its entirety, as follows:
"35.1.8 Group
10
Facilities. Provided no Event of Default has occurred
and is continuing hereunder, Lessee shall have the option to purchase the Leased
Property of all (but not less than all) of the Group 10 Facilities upon the
expiration of the tenth (10th) Lease
Year of the
Group 10 Facilities, for an amount equal to the sum of the applicable Group
10
Facility Purchase Price for all of the Group 10 Facilities."
(ii) A
new
Section 35.1.9 is added to the Original Master Lease to read, in its entirety,
as follows:
12
"35.1.9 General.
Lessee shall exercise the option(s) to purchase the Leased
Property set forth in Sections 35.1.1, 35.1.2, 35.1.3, 35.1.4, 35.1.5, 35.1.6,
35.1.7 and/or 35.1.8 above, as applicable, by:
(i) opening
an escrow (the
'Escrow') with and by depositing
either (a) cash or (b) a letter of credit from a financial institution and
in
form in each case acceptable to Lessor, the sum of Two and One-Half Percent
(2.5%) of (1) with respect to the Group 1 Facility(ies), the Minimum Repurchase
Price, (2) with respect to the Group 3 Facilities and Group 4 Facilities, the
sum of (y) the Group 3 Facility Purchase Price for all of the Group 3
Facilities, plus (z) the Group 4 Facility Purchase Price for all of the
Group 4 Facilities (as reasonably estimated by Lessor with respect to any Group
4 Facility for which the Group 4 Facility Purchase Price has not yet been
determined), (3) with respect to the Group 5 Facilities, the Group 5 Facility
Purchase Price for all of the Group 5 Facilities (as reasonably estimated by
Lessor with respect to any Group 5 Facility for which the Group 5 Facility
Purchase Price has not yet been determined), (4) with respect to the Chestnut
Hill Facility, the Chestnut Hill Facility Purchase Price (as reasonably
estimated by Lessor with respect to such Facility if the Chestnut Hill Facility
Purchase Price has not yet been determined), (5) with respect to the Xxxxxxx
Lake Facility, the Xxxxxxx Lake Facility Purchase Price, (6) with respect to
the
Group 8 Facilities, the Group 8 Facility Purchase Price for all of the Group
8
Facilities (as reasonably estimated by Lessor with respect to any Group 8
Facility for which the Group 8 Facility Purchase Price has not yet been
determined), (7) with respect to the Fox Run Facility, the Fox Run Facility
Purchase Price (as reasonably estimated by Lessor with respect to such Facility
if the Fox Run Facility Purchase Price has not yet been determined), and (8)
with respect to the Group 10 Facilities, the Group 10 Facility Purchase Price
for all of the Group 10 Facilities (as reasonably estimated by Lessor with
respect to any Group 10 Facility for which the Group 10 Facility Purchase Price
has not yet been determined) (the 'Opening Deposit') and a copy of this Lease
with a national title company reasonably acceptable to Lessor (`Escrow Holder')
and giving written notice to Lessor of such deposit with Escrow Holder no
earlier than fifteen (15) months and not less than twelve (12) months prior
to
the expiration of (A) with respect to the Group 1 Facility(ies), the Fixed
Term
or the Extended Term, as applicable, (B) with respect to the Group 3 Facilities
and Group 4 Facilities, the tenth (10`11) Lease
Year of
the Group 4 Facilities, (C) with respect to the Group 5 Facilities, the tenth
(10th) Lease
Year of the Group 5 Facilities, (D) with respect to the Chestnut Hill Facility,
the tenth (10111) Lease
Year of
the Chestnut Hill Facility, (E) with respect to the Xxxxxxx Lake Facility,
the
tenth (10th)
Lease Year of the Xxxxxxx Lake Facility, (F) with respect to the Group 8
Facilities, the tenth (10th) Lease
Year of the
Group 8 Facilities, (G) with respect to the Fox Run Facility, the tenth (10th) Lease
Year of the
Fox Run Facility and (H) with respect to the Group 10 Facilities, the tenth
(10th)
Lease Year of the Group 10 Facilities; and
13
(ii) delivering
to Lessor
concurrent with such notice a reaffirmation
of the Guaranty executed by Guarantors stating, in substance, that Guarantors'
obligations under the Guaranty shall extend to the purchase contract formed
by
Lessor and Lessee upon proper and timely exercise of such option. If Lessee
shall not be entitled to exercise such option (e.g., by reason of an Event
of
Default) or shall be entitled to exercise the same but shall fail to do so
within the time and in the manner herein provided, such option shall lapse
and
thereafter not be exercisable by Lessee. No failure by Lessor to notify Lessee
of any defect in any attempted exercise of the foregoing option shall be deemed
a waiver by Lessor of the right to insist upon Lessee's exercise of such option
in strict accordance with the provisions hereof. In the event that Lessee shall
properly and timely exercise such option, then such transaction shall be
consummated on or within ten (10) days after the expiration of (a) with respect
to the Group 1 Facility(ies), the Fixed Term or the Extended Term, as
applicable, (b) with respect to the Group 3 Facilities and Group 4 Facilities,
the tenth (10th) Lease
Year of the
Group 4 Facilities, (c) with respect to the Group 5 Facilities, the tenth
(10th) Lease
Year of the Group 5 Facilities, (d) with respect to the Chestnut Hill Facility,
the tenth (10th) Lease
Year of the
Chestnut Hill Facility, (e) with respect to the Xxxxxxx Lake Facility, the
tenth
(10th) Lease
Year of the Xxxxxxx Lake Facility, (f) with respect to the Group 8 Facilities,
the tenth (10th) Lease
Year of the
Group 8 Facilities, (g) with respect to the Fox Run Facility, the tenth (10th) Lease
Year of the
Fox Run Facility and (h) with respect to the Group 10 Facilities, the tenth
(10th) Lease
Year of the Group 10 Facilities, but in all cases subject to any delays
resulting from (1) a cause described in Section 45.1.16 below or (2) Lessor's
breach of its obligations set forth in this Section 35 (the 'Outside Closing
Date')."
(s) Exhibits
and Schedules.
(i) Supplements
to Exhibit A. Exhibits A-27 through A-31
attached
hereto are hereby appended to and shall become part of Exhibit A to the
Master Lease.
(ii) Replacement
of Exhibit C and Schedule 7.4.1. Exhibit C and
Schedule 7.4.1 to the Original Master Lease (as amended by the
Amendments) are hereby further amended and replaced, in their entirety, with
Exhibit C and Schedule 7.4.1 attached hereto,
respectively.
5. Fox
Run Facility/Group 10
Facility Capital Renovation Projects
14
(a) Lessor
shall provide to Lessee the Fox Run Facility/Group 10 Facility Capital
Renovation Project Allowance as provided for herein in accordance with and
subject to the provisions of this Section 5.
(b) Without
limiting the conditions set forth in clauses (c) through (e) below, Lessor's
obligation to provide to Lessee any portion or all of the Fox Run Facility/Group
10 Facility Capital Renovation Project Allowance allocated to the Fox Run
Facility or any Group 10 Facility as provided for herein is subject to, and
conditioned upon, Lessor and Lessee reasonably agreeing upon the scope, plans
and specifications, and a detailed final cost budget (as described in clause
(c)
below) with respect to the Fox Run Facility/Group 10 Facility Capital Renovation
Project(s) for the Fox Run Facility and the Group 10 Facilities following the
Effective Date.
(c) Prior
to
commencing any work relating to the Fox Run Facility/Group 10 Facility Capital
Renovation Project(s) for the Fox Run Facility or any Group 10 Facility, Lessee
shall provide Lessor with the following, each of which shall be subject to
Lessor's reasonable approval: (i) detailed plans and specifications for the
work
to be performed in connection with such Fox Run Facility/Group 10 Facility
Capital Renovation Project(s) for such Facility, (ii) a detailed final budget
to
be prepared by or for Lessee, which budget shall also provide a detailed cost
breakdown of all construction costs, (iii) any other detailed budget information
as Lessor may reasonably request and approve from Lessee; (iv) copies of all
building permits and other authorizations from any applicable governmental
authorities with jurisdiction required in connection with such Fox Run
Facility/Group 10 Facility Capital Renovation Project(s) for such Facility;
and
(v) evidence that Lessee has filed, recorded or posted a notice of
non-responsibility in favor of Lessor. Lessee covenants and agrees that from
and
after commencement of construction and/or performance of such Fox Run
Facility/Group 10 Facility Capital Renovation Project(s), Lessee shall
diligently prosecute the same to completion in accordance with the terms of
the
Master Lease, as hereby amended, and this Section 5 and satisfy all Disbursement
Conditions (as defined below) with respect thereto on or before September 30,
2007 (the "Outside Date").
(d) The
budget described in subsection (c) above shall include, and Lessee shall be
responsible for paying to Lessor, (i) an amount equal to $1,650.00 for each
site
visit per Facility for each of the Fox Run Facility and the Group 10 Facilities,
but in no event more than one (1) visit (except in the event Lessor reasonably
determines that more visits are necessary) per each such Facility, made by
Lessor for the purpose of inspecting such Fox Run Facility/Group 10 Facility
Capital Renovation Project(s) work with respect to such Facility (collectively,
the "Fox Run Facility/Group 10 Facility Capital Renovation Site Review Fees")
and (ii) all legal fees, expenses and disbursements incurred by Lessor in
connection with the review of diligence materials, documents and other
information relating to the Fox Run Facility/Group 10 Facility Capital
Renovation Project(s) for such Facility, including engineering fees, accountants
and other professional fees (collectively, the "Fox Run Facility/Group 10
Facility Capital Renovation Lessor Costs"). The Fox Run Facility/Group 10
Facility Capital Renovation Site Review Fees with respect to the Fox Run
Facility and each of the Group 10 Facilities and Fox Run Facility/Group 10
Facility Capital Renovation Lessor Costs with respect to the Fox Run Facility
and each of the Group 10 Facilities shall be deducted from the portion of the
Fox Run Facility/Group 10 Facility Capital Renovation Project Allowance
allocated to such Facility prior to disbursement of any portion thereof to
Lessee as provided in Section 5(e) hereof, but for all purposes of the Master
Lease, as hereby amended, shall be deemed part of the portion of the Fox Run
Facility/Group 10 Facility Capital Renovation Project Allowance for such
Facility disbursed by Lessor and allocated to each such Facility as provided
for
herein.
15
(e) The
Fox Run Facility/Group 10 Facility Capital Renovation ProjectAllowance
(less accrued Fox Run Facility/Group 10 Facility Capital Renovation Site Review
Fees and the Fox Run Facility/Group 10 Facility Capital Renovation Lessor Costs,
in each case applicable thereto) allocated to the Fox Run Facility and each
of
the Group 10 Facilities as provided herein shall be disbursed to Lessee within
fifteen (15) days after the last to occur of (the "Disbursement Conditions"):
(i) delivery by Lessee to Lessor of evidence satisfactory to Lessor as to the
Aggregate Costs of the Fox Run Facility/Group 10 Facility Capital Renovation
Project(s) for such Facility; (ii) completion of all work relating to such
Fox
Run Facility/Group 10 Facility Capital Renovation Project(s) for such Facility
in accordance with the approved plans and specifications therefor, including
all
punch-list items; (iii) delivery by Lessee to Lessor of (A) a copy of all
building permits and/or other authorizations from any applicable governmental
authorities with jurisdiction, (B) if applicable, a copy of the certificate
of
occupancy (or local equivalent) and (C) if applicable, a copy of a notice of
completion showing thereon the recording stamp of the County recorder, in each
case with respect to such Fox Run Facility/Group 10 Facility Capital Renovation
Project(s) for such Facility; and (iv) delivery by Lessee to Lessor of evidence
reasonably satisfactory to Lessor that all of the work performed by Lessee
has
been paid in full and that no claim of any mechanic or materialman may become
a
lien on the Leased Property of such Facility, or any portion thereof, including
delivery to Lessor of unconditional lien releases executed by all contractors,
subcontractors and suppliers performing work or supplying materials in
connection with such Fox Run Facility/Group 10 Facility Capital Renovation
Project(s) for such Facility. In no event shall Lessee be entitled to
disbursement of all or any portion of the Fox Run Facility/Group 10 Facility
Capital Renovation Project Allowance allocated to such Facility unless and
to
the extent that Lessee has satisfied the Disbursement Conditions on or prior
to
the Outside Date. In the event that Lessee is not entitled to disbursement
of
the Fox Run Facility/Group 10 Facility Capital Renovation Project Allowance,
Lessee shall promptly pay to Lessor, as an Additional Charge, all accrued and
unpaid Fox Run Facility/Group 10 Facility Capital Renovation Site Review Fees
and Fox Run Facility/Group 10 Facility Capital Renovation Lessor Costs within
fifteen (15)
days after
Lessor's written request therefor.
6. Covenant
of Lessee With Respect to the Health Care Licenses. Without in any
way
diminishing or limiting any of the duties, covenants, and obligations of Lessee
under the Master Lease, as hereby amended, and notwithstanding anything to
the
contrary in the Master Lease, as hereby amended, or any of the other Transaction
Documents, including the Group 10 Facilities Contract of Acquisition, Lessee
hereby covenants and agrees that, not later than sixty (60) days after the
Effective Date, hereof, Lessee shall obtain from the applicable Government
Authority (as defined in the Group 10 Facilities Contract of Acquisition) and
deliver to Lessor a validly-issued license to operate each Group 10 Facility
for
its Primary Intended Use and for all other uses (if any) contemplated under
the
Master Lease in conformance with all Governmental Requirements (as defined
in
the Group 10 Facilities Contract of Acquisition). Notwithstanding anything
to
the contrary in the Master Lease, as hereby amended, or any of the other
Transaction Documents, including the Group 10 Facilities Contract of
Acquisition, a failure by Lessee to fulfill its obligations under this Section
6
of this Amendment shall constitute an Event of Default and a Put Event with
respect to each Group 10 Facility under the Master Lease, as hereby
amended.
16
7. Covenant
of Lessee With Respect to Parking Requirements. Lessor and Lessee
acknowledge and agree that, as of the Effective Date, the Oak Ridge Facility
and
Oviedo Facility may not be in compliance with certain applicable Legal
Requirements relating to parking, as more fully described on Appendix B
attached hereto. Without in any way diminishing or limiting any of
the
duties, covenants, and obligations of Lessee under the Master Lease, as hereby
amended, and notwithstanding anything to the contrary in the Master Lease,
as
hereby amended, or any of the other Transaction Documents, including the Group
10 Facilities Contract of Acquisition, Lessee hereby covenants and agrees that,
not later than seventy-five (75) days after the Effective Date, Lessee shall
take any and all measures necessary to address the deficiencies identified
on
Appendix B attached hereto and to otherwise bring each of the Oviedo
Facility and the Oak Ridge Facility into compliance with all applicable parking
requirements, which such measures shall include, but not necessarily be limited
to, re-striping and/or reconfiguring existing parking spaces located at the
Oak
Ridge Facility and the Oviedo Facility to accommodate additional parking spaces
at such Facilities.
8. Representations
and Warranties of Lessee. As of the Effective Date hereof, each Lessee
represents and warrants to the Lessor as follows:
(a) Lessee
is
duly organized and validly existing under the laws of its state of
organization/formation, is qualified to do business and in good standing in
the
State and has full power, authority and legal right to execute and deliver
this
Amendment and to perform and observe the provisions of this Amendment to be
observed and/or performed by Lessee.
(b) This
Amendment has been duly authorized, executed and delivered by Lessee, and
constitutes and will constitute the valid and binding obligations of Lessee
enforceable against Lessee in accordance with its terms, except as such
enforceability may be limited by creditors rights, laws and general principles
of equity.
(c) Lessee
is
solvent, has timely and accurately filed all tax returns required to be filed
by
Lessee, and is not in default in the payment of any taxes levied or assessed
against Lessee or any of its assets, or subject to any judgment, order, decree,
rule or regulation of any governmental authority which would, in each case
or in
the aggregate, adversely affect Lessee's condition, financial or otherwise,
or
Lessee's prospects or the Leased Property.
(d) No
consent, approval or other authorization of, or registration, declaration or
filing with, any governmental authority is required for the due execution and
delivery of this Amendment, or for the performance by or the validity or
enforceability of this Amendment against Lessee.
17
(e) The
execution and delivery of this Amendment and compliance with
the
provisions hereof will not result in (i) a breach or violation of (A) any Legal
Requirement applicable to Lessee or any Facility now in effect; (B) the
organizational or charter documents of such party; (C) any judgment, order
or
decree of any governmental authority binding upon Lessee; or (D) any agreement
or instrument to which Lessee is a counterparty or by which it is bound; or
(ii)
the acceleration of any obligation of Lessee.
9. Financing
Statement Amendments. Lessee hereby authorizes Lessor to file such financing
statement amendments and other documents as may be necessary or desirable to
perfect or continue the perfection of Lessor's security interest in the
Collateral (including the Collateral relating to the Group 10
Facilities).
10.
Reaffirmation
of Master Lease and Treatment Thereof. Lessor and Lessee hereby acknowledge,
agree and reaffirm that (a) except as otherwise expressly provided in the Master
Lease, as hereby amended, the Master Lease, as hereby amended, is and the
parties intend the same for all purposes to be treated as a single, integrated
and indivisible agreement, and (b) the Master Lease, as hereby amended, shall
be
treated as an operating lease for all purposes and not as a synthetic lease,
financing lease or loan, and Lessor shall be entitled to all of the benefits
of
ownership of the Leased Property, including depreciation for all federal, state
and land tax purposes.
11. Full
Force and Effect; Counterparts; Facsimile Signatures. Except as hereby
amended, the Master Lease shall remain in full force and effect. This Amendment
may be executed in any number of counterparts, all of which shall constitute
one
and the same instrument. Telecopied signatures may be used in place of original
signatures on this Amendment, and Lessor and Lessee both intend to be bound
by
the signatures of the telecopied document.
12. Transfer
Consideration. Lessor and Lessee acknowledge that (a) the Transfer
Consideration Facilities currently consist of the Group 1 Facilities and the
Group 2 Facilities only, (b) the Group 3 Facilities, the Group 4 Facilities,
the
Group 5 Facilities, the Chestnut Hill Facility, the Xxxxxxx Lake Facility,
the
Group 8 Facilities, the Fox Run Facility and the Group 10 Facilities are not
deemed Transfer Consideration Facilities, and (c) Lessee shall have no
obligation to pay Transfer Consideration in connection with any Transfer
relating to such Group 3 Facilities, Group 4 Facilities, Group 5 Facilities,
Chestnut Hill Facility, Xxxxxxx Lake Facility, Group 8 Facilities, Fox Run
Facility or Group 10 Facilities.
[Signature
Pages Follow]
18
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as
of the day and year first written above.
|
LESSOR:
|
HEALTH
CARE PROPERTY INVESTORS, INC.,
|
||
|
a
Maryland corporation
|
|||
|
By:
|
/s/
Xxxxxx X. Xxxxx
|
||
|
Its:
|
SVP
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxxx Xxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxx
Xxxx
|
||
|
(print)
|
|||
|
/s/
Xxxx Xxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxx
Xxxxxxx
|
||
|
(print)
|
|||
|
WESTMINSTER
HCP, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
HCPI/Tennessee,
LLC,
|
||
|
a
Delaware limited liability company,
|
|||
|
its
Sole Member
|
|||
|
By:
|
Health
Care Property Investors, Inc.,
|
||
|
a
Maryland corporation,
|
|||
|
its
Managing Member
|
|||
|
By:
|
/s/
Xxxxxx X. Xxxxx
|
||
|
Its:
|
SVP
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxxx Xxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxx
Xxxx
|
||
|
(print)
|
|||
|
/s/
Xxxx Xxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxx
Xxxxxxx
|
||
|
(print)
|
|||
S-19
|
LESSOR
(Continued):
|
TEXAS
HCP HOLDING, L.P.,
|
||
|
a
Delaware limited partnership
|
|||
|
By:
|
Texas
HCP G.P., Inc.,
|
||
|
a
Delaware corporation
|
|||
|
By:
|
/s/
Xxxxxx X. Xxxxx
|
||
|
Its:
|
SVP
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxxx Xxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxx
Xxxx
|
||
|
(print)
|
|||
|
Xxxx
Xxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxx
Xxxxxxx
|
||
|
(print)
|
|||
|
HCP
AL OF FLORIDA, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
Health
Care Property Investors, Inc.,
|
||
|
a
Maryland corporation,
|
|||
|
its
Managing Member
|
|||
|
By:
|
/s/
Xxxxxx X. Xxxxx
|
||
|
Its:
|
SVP
|
||
|
WITNESSES
|
|||
|
/s/
Xxxxxx Xxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxx
Xxxx
|
||
|
(print)
|
|||
|
/s/
Xxxx Xxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxx
Xxxxxxx
|
||
|
(print)
|
|||
S-20
|
LESSEE:
|
LH
ASSISTED LIVING, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT COBBCO, INC.,
|
|||
|
a
California corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-21
|
LESSEE
(Continued):
|
SUMMERVILLE
AT HILLSBOROUGH, L.L.C.,
|
||
|
a
New Jersey limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT OCOEE, INC.,
|
|||
|
a
Delaware corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-22
|
LESSEE
(Continued):
|
SUMMERVILLE
AT PORT ORANGE, INC.,
|
||
|
a
Delaware corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT PRINCE XXXXXXX, INC.,
|
|||
|
a
Delaware corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-23
|
LESSEE
(Continued):
|
SUMMERVILLE
AT XXXXXXXX, L.L.C.,
|
||
|
a
New Jersey limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT VOORHEES, L.L.C.,
|
|||
|
a
New Jersey limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-24
|
LESSEE
(Continued):
|
SUMMERVILLE
AT WESTMINSTER, INC.,
|
||
|
a
Maryland corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT PINELLAS PARK, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-25
|
LESSEE
(Continued):
|
SUMMERVILLE
AT OCALA WEST, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT CY-FAIR ASSOCIATES, L.P.,
|
|||
|
a
Delaware limited partnership
|
|||
|
By:
|
Summerville
at CY-Fair, LLC,
|
||
|
a
Delaware limited liability company,
|
|||
|
Its
General Partner
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-26
|
LESSEE
(Continued):
|
SUMMERVILLE
AT FRIENDS WOOD
|
||
|
ASSOCIATES,
L.P., a Delaware limited partnership
|
|||
|
|
By:
|
Summerville
at Friendswood, LLC,
|
|
|
|
a
Delaware limited liability company,
|
||
|
|
Its
General Partner
|
||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT NEW PORT XXXXXX, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-27
|
LESSEE
(Continued):
|
SUMMERVILLE
AT LAKELAND, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT ST. AUGUSTINE LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-28
|
LESSEE
(Continued):
|
SUMMERVILLE
AT OCALA EAST, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT VENICE, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-29
|
LESSEE
(Continued):
|
SUMMERVILLE
AT LAKELAND HILLS
|
||
|
ASSOCIATES,
L.P.,
|
|||
|
a
Delaware limited partnership
|
|||
|
By:
|
Summerville
at Lakeland Hills, LLC,
|
||
|
a
Delaware limited liability company,
|
|||
|
Its
General Partner
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT IRVING ASSOCIATES, L.P.,
|
|||
|
a
Delaware limited partnership
|
|||
|
By:
|
Summerville
at Irving, LLC,
|
||
|
a
Delaware limited liability company,
|
|||
|
Its
General Partner
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-30
|
LESSEE
(Continued):
|
SUMMERVILLE
AT CHESTNUT HILL, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
9, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-31
|
LESSEE
(Continued):
|
SUMMERVILLE
AT XXXXXXX XXXX,
|
||
|
LLC,
a Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT GAINESVILLE, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-32
|
LESSEE
(Continued):
|
SUMMERVILLE
AT FOX RUN, LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
SUMMERVILLE
AT WEKIWA SPRINGS, LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-33
|
LESSEE
(Continued):
|
SUMMERVILLE
AT OAK PARK LLC,
|
||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
|
THE
TERRACE AT LOOKOUT POINTE LLC,
|
|||
|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-34
|
LESSEE
(Continued):
|
THE
ESTATES OF OAK RIDGE LLC,
|
||
|
a
Delaware limited liability company
|
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By:
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/s/
Xxxxxxx Xxxx
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Xxxxxxx
Xxxx, President
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WITNESSES
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/s/
Xxxxx Xxxxxxxx
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(signature)
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Name:
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Xxxxx
Xxxxxxxx
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|
(print)
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/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
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|
Name:
|
Xxxxxxx
Xxxxxx
|
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|
(print)
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|
SUMMERVILLE
AT OVIEDO LLC,
|
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|
a
Delaware limited liability company
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-35
CONSENT,
REAFFIRMATION AND AGREEMENT OF GUARANTOR
The
undersigned Guarantor hereby (i) reaffirms all of its obligations under
the
Guaranty, (ii) consents to the foregoing Amendment and (iii) agrees that
(A) its
obligations under the Guaranty shall extend to Lessee's duties, covenants
and
obligations pursuant to the Master Lease, as hereby amended, and (B) the
Guaranty as hereby reaffirmed and extended shall be for the benefit of
each
party comprising Lessor under the Master Lease, as hereby
amended.
|
SUMMERVILLE
SENIOR LIVING, INC.,
|
|||
|
a
Delaware corporation
|
|||
|
By:
|
/s/
Xxxxxxx Xxxx
|
||
|
Xxxxxxx
Xxxx, President
|
|||
|
WITNESSES
|
|||
|
/s/
Xxxxx Xxxxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxx
Xxxxxxxx
|
||
|
(print)
|
|||
|
/s/
Xxxxxxx Xxxxxx
|
|||
|
(signature)
|
|||
|
Name:
|
Xxxxxxx
Xxxxxx
|
||
|
(print)
|
|||
S-36
