LEASE CROSS-GUARANTY (Subtenants)
LEASE CROSS-GUARANTY
(Subtenants)
THIS LEASE CROSS-GUARANTY (“Guaranty”) is made effective as of January 10, 2012, (the “Effective Date”) by and among the following parties (individually and collectively, “Guarantor”): (i) LTC Consulting, L.P. (“Rockdale Subtenant”), (ii) Congress Street Partners, L.P. (“Sea Breeze Subtenant”), (iii) Xxxxx Court Associates, L.P. (“Buckhead Subtenant”), (iv) Irving Place Associates, L.P. (“Shreveport Subtenant”), (v) Hamilton Mill Associates, L.P. (“Xxxx Minor Subtenant”), (vi) Facility Investments, L.P. (“Westminster Subtenant”), (vii) South Parkway Associates, L.P. (“Parkway Subtenant”), (viii) Wellington Healthcare Properties, L.P. (“Millington Subtenant”), (ix) Riverside Healthcare, L.P. (“Riverside Subtenant”), and (x) England Associates, L.P. (“New London Tenant”), each a Georgia limited partnership, in favor of the following parties (individually and collectively, “Landlord”): (i) G&E XX XXXX XX Rockdale SNF, LLC (“Rockdale Landlord”), (ii) G&E XX XXXX XX Mobile SNF, LLC (“Sea Breeze Landlord”), (iii) G&E XX XXXX XX Buckhead SNF, LLC (“Buckhead Landlord”), (iv) G&E XX XXXX XX Shreveport SNF, LLC (“Shreveport Landlord”), (v) G&E XX XXXX XX Gainesville SNF, LLC (“Xxxx Minor Landlord”), (vi) G&E XX XXXX XX Westminster SNF, LLC (“Westminster Landlord”), (vii) G&E XX XXXX XX Memphis SNF, LLC (“Parkway Landlord”), (viii) G&E XX XXXX XX Xxxxxxxxxx SNF, LLC (“Millington Landlord”), (ix) G&E XX XXXX XX Xxxxxxxxx SNF, LLC (“Riverside Landlord”), and (x) G&E XX XXXX XX Snellville SNF, LLC (“New London Landlord”), each a Delaware limited liability company. Guarantor’s office address is 00 Xxxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000. Landlord’s office address is c/o Grubb & Xxxxx Healthcare REIT II, Inc., 0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxx, Xxxxxxxxxx 00000.
RECITALS
WHEREAS, (a) Rockdale Landlord is the owner of the land described on Schedule A-1 and the improvements located thereon (the “Rockdale Premises”) and certain personal property located thereon and used in connection with the ownership and operation thereof and operation of the business conducted thereon (the “Rockdale Personal Property”) (b) Sea Breeze Landlord is the owner of the land described on Schedule A-2 and the improvements located thereon (the “Sea Breeze Premises”) and certain personal property located thereon and used in connection with the ownership and operation thereof and operation of the business conducted thereon (the “Sea Breeze Personal Property”), (c) Buckhead Landlord is the owner of the land described on Schedule A-3 and the improvements located thereon (the “Buckhead Premises”) and certain personal property located thereon and used in connection with the ownership and operation thereof and operation of the business conducted thereon (the “Buckhead Personal Property”), (d) Shreveport Landlord is the owner of the land described on Schedule A-4 and the improvements located thereon (the “Shreveport Premises”) and certain personal property located thereon and used in connection with the ownership and operation thereof and operation of the business conducted thereon (the “Shreveport Personal Property”), (e) Xxxx Minor Landlord is the owner of the land described on Schedule A-5 and the improvements located thereon (the “Xxxx Minor Premises”) and certain personal property located thereon and used in connection with the ownership and operation thereof and operation of the business conducted thereon (the “Xxxx Minor Personal Property”), (f) Westminster Landlord is the owner of the land described on Schedule A-6 and the improvements located thereon (the “Westminster Premises”) and certain personal property located thereon and used in connection with the ownership and operation thereof and operation of the business conducted thereon (the “Westminster Personal Property”), (g) Parkway Landlord is the owner of the land described on Schedule A-7 and the improvements located thereon (the “Parkway Premises”) and certain personal property located thereon and used in connection with the ownership and operation thereof and operation of the business conducted thereon (the “Parkway Personal Property”), (h) Millington Landlord is the owner of the land described on Schedule A-8 and the improvements located thereon (the “Millington Premises”) and certain personal property located thereon and used in connection with the ownership and operation thereof and operation of the business conducted thereon (the “Millington Personal Property”), (i) Riverside Landlord is the owner of the land described on Schedule A-9 and the improvements located thereon (the “Riverside Premises”) and certain personal property located thereon and used in connection with the ownership and operation thereof and operation of the business conducted thereon (the “Riverside Personal Property”), and (j) New London Landlord is the owner of the land described on Schedule A-10 and the improvements located thereon (the “New London Premises”) and certain personal property located thereon and used in connection with the ownership and operation thereof and operation of the business conducted thereon (the “New London Personal Property”), and;
WHEREAS, Landlord and Warsaw Road, L.P., a Georgia limited partnership (“Master Tenant”), have executed that certain master lease dated of even date herewith (as the same may be amended from time to time, the “Master Lease”) pursuant to which Master Tenant leases (i) the Rockdale Premises and the Rockdale Personal Property (collectively, the “Rockdale Property”) from Rockdale Landlord, (ii) the Sea Breeze Premises and the Sea Breeze Personal Property (collectively, the “Sea Breeze Property”) from Sea Breeze Landlord, (iii) the Buckhead Premises and the Buckhead Personal Property (collectively, the “Buckhead Property”) from Buckhead Landlord, (iv) the Shreveport Premises and the Shreveport Personal Property (collectively, the “Shreveport Property”) from Shreveport Landlord, (v) the Xxxx Minor Premises and the Xxxx Minor Personal Property (collectively, the “Xxxx Minor Property”) from Xxxx Minor Landlord, (vi) the Westminster Premises and the Westminster Personal Property (collectively, the “Westminster Property”) from Westminster Landlord, (vii) the Parkway Premises and the Parkway Personal Property (collectively, the “Parkway Property”) from Parkway Landlord, (viii) the Millington Premises and the Millington Personal Property (collectively, the “Millington Property”) from Millington Landlord, and (ix) the Riverside Premises and the Riverside Personal Property (collectively, the “Riverside Property”) from Riverside Landlord; and
WHEREAS, New London Landlord and New London Tenant have also executed that certain operating lease dated of even date herewith (as the same may be amended from time to time, the “New London Lease”) pursuant to which New London Tenant leases the New London Premises and the New London Personal Property (collectively, the “New London Property”) from New London Landlord. Upon the consummation of HUD Financing by Capital Funding, LLC for the New London Property, as contemplated in and pursuant to the terms of the Master Lease, the New London Lease shall be terminated and (i) the New London Property shall be added to the Master Lease, and (ii) Master Tenant shall enter into a sublease with New London Tenant for the New London Property (the “New London Sublease”); and
WHEREAS, simultaneously with the execution of the Master Lease and the New London Lease, Master Tenant desires to enter into (i) a sublease agreement (the “Rockdale Sublease”) with Rockdale Subtenant pursuant to which Master Tenant will sublease all of the Rockdale Property to Rockdale Subtenant, (ii) a sublease agreement (the “Sea Breeze Sublease”) with Sea Breeze Subtenant pursuant to which Master Tenant will sublease all of the Sea Breeze Property to Sea Breeze Subtenant, (iii) a sublease agreement (the “Buckhead Sublease”) with Buckhead Subtenant pursuant to which Master Tenant will sublease all of the Buckhead Property to Buckhead Subtenant, (iv) a sublease agreement (the “Shreveport Sublease”) with Shreveport Subtenant pursuant to which Master Tenant will sublease all of the Shreveport Property to Shreveport Subtenant, (v) a sublease agreement (the “Xxxx Minor Sublease”) with Xxxx Minor Subtenant pursuant to which Master Tenant will sublease all of the Xxxx Minor Property to Xxxx Minor Subtenant, (vi) a sublease agreement (the “Westminster Sublease”) with Westminster Subtenant pursuant to which Master Tenant will sublease all of the Westminster Property to Westminster Subtenant, (vii) a sublease agreement (the “Parkway Sublease”) with Parkway Subtenant pursuant to which Master Tenant will sublease all of the Parkway Property to Parkway Subtenant, (viii) a sublease agreement (the “Millington Sublease”) with Millington Subtenant pursuant to which Master Tenant will sublease all of the Millington Property to Millington Subtenant, and (ix) a sublease agreement (the “Riverside Sublease”) with Riverside Subtenant pursuant to which Master Tenant will sublease all of the Riverside Property to Riverside Subtenant; and
WHEREAS, for purposes of this Guaranty, the term “Premises” shall mean and refer to the Rockdale Premises, the Sea Breeze Premises, the Buckhead Premises, the Shreveport Premises, the Xxxx Minor Premises, the Westminster Premises, the Parkway Premises, the Millington Premises, the Riverside Premises and the New London Premises, and the term “Operating Subleases” shall mean and refer to the Rockdale Sublease, the Sea Breeze Sublease, the Buckhead Sublease, the Shreveport Sublease, the Xxxx Minor Sublease, the Westminster Sublease, the Parkway Sublease, the Millington Sublease, the Riverside Sublease and the New London Sublease (once executed); and
WHEREAS, Landlord has required as a condition of its execution of the Master Lease and the New London Lease and its approval of the Operating Subleases pursuant to Section 9.1 of the Master Lease and the New London Lease that each Guarantor unconditionally become guarantor and surety to Landlord for (i) all of the obligations of the other Guarantors under the other Operating Subleases during the original term of each of the other Operating Subleases as well as during any renewal term or any extension thereof, and assume primary liability for the performance of the Operating Subleases; and
WHEREAS, each Guarantor is an affiliate of Master Tenant and the other Guarantors, and each will benefit financially from Landlord entering into the Master Lease and the New London Lease and Landlord approving the Operating Subleases pursuant to Section 9.1 of the Master Lease and the New London Lease and, thus, each Guarantor desires that Landlord enter into the Master Lease and the New London Lease with Master Tenant and New London Tenant (respectively) and approve the Operating Subleases pursuant to Section 9.1 of the Master Lease and the New London Lease.
NOW, THEREFORE, incorporating the foregoing recitals herein by reference, in consideration of the Master Lease and the New London Lease of the Premises, Landlord’s approval of the Operating Subleases, and of other good and valuable consideration, the receipt of which is hereby acknowledged and to induce Landlord to execute the Master Lease and the New London Lease and to approve the Operating Subleases, Guarantor, intending to be legally bound hereby, agrees as follows:
1. Guaranty and Suretyship. Guarantor hereby unconditionally and irrevocably becomes guarantor and surety to Landlord, its successors and assigns for the full, faithful and punctual performance of each and all of the covenants, agreements and conditions of the Operating Subleases to be kept and performed by the other subtenants, including the punctual payment of all rent and any other monetary obligations due and owing by the other subtenants under the Operating Subleases (including monetary obligations owing by reason of a non-monetary default by Tenant), whether by acceleration or otherwise, in accordance with and within the time prescribed by the Operating Subleases, as well as all other liabilities now or hereafter contracted by subtenants with Master Tenant and/or Landlord, together with all costs and expenses (including reasonable attorneys’ fees and cost of suit) incurred by Landlord in connection with any of the foregoing (hereinafter collectively referred to as the “Liabilities”).
2. Representations of Guarantor. Guarantor represents and warrants that at the Effective Date and, except as expressly stated as of a particular time, throughout the term of this Guaranty:
(a) Each Guarantor is a limited partnership, validly existing under the laws of the State of Georgia, and has the requisite power and authority to make and perform this Guaranty.
(b) To Guarantor’s knowledge, nothing exists to impair the effectiveness of the obligations of Guarantor to Landlord hereunder.
(c) The consolidated financial statements of Guarantor’s parent, Wellington Healthcare Services, L.P., a Georgia limited partnership (“Parent”), furnished to Landlord in connection with this Guaranty are: (i) true, correct and complete in all material respects; (ii) have been prepared in accordance with generally accepted accounting principles consistently applied; and (iii) present fairly the financial condition of Parent and its consolidated subsidiaries, including Guarantor, as of the respective dates thereof, except for the absence of footnotes and subject to year-end adjustments in the case of interim financial statements.
(d) Guarantor will furnish Landlord with the annual reports, balance sheets, financial statements and other information specified in Article 19 of the Master Lease and the New London Lease in the form and within the time frames required by said Article. All data, statements and information shall be prepared in accordance with generally accepted accounting principles consistently applied and shall fairly set forth the financial condition of Guarantor, and annual statements shall be audited and certified by certified public accountants. Landlord shall be permitted to rely upon the accuracy and completeness of the item furnished pursuant to this paragraph, the Master Lease and the New London Lease and to disclose and publish the same as required by Applicable Laws. Without limiting the generality of the foregoing, Guarantor acknowledges that Landlord is a subsidiary of a Real Estate Investment Trust and that, as such, it is subject to certain filing and reporting requirements in accordance with federal laws and regulations, including but not limited to, regulations promulgated by the Securities and Exchange Commission. Accordingly, and notwithstanding any provision of this Guaranty, the Master Lease, the New London Lease, the Operating Subleases or the provisions of any other existing agreement between the parties hereto to the contrary, Guarantor acknowledges that Landlord may publicly file, disclose, report or publish any and all information related to the Master Lease, the New London Lease, the Operator Subleases and this Guaranty that may be reasonably interpreted as being required by federal law or regulation after Closing.
(e) Guarantor is not in default under any agreement, the effect of which could materially and adversely affect performance of its obligations under this Guaranty. There are no actions, suits or proceedings pending or, to Guarantor’s knowledge, threatened against Guarantor before any court or any other governmental authority of any kind which could materially and adversely affect performance of its obligations under this Guaranty.
(f) Guarantor hereby represents and warrants to Landlord that, as of the Effective Date, the owners of Parent are WCP GP LLC, RIDC WCP Healthcare LP, Andwell Investments, LLC and Rewell Investments, LLC, and the owners of Guarantor are Parent and Xxxxxx Road Associates, LLC. Guarantor hereby covenants that there shall not be a change of control (as “control” is defined in Section 9.1 of the Master Lease and the New London Lease) of any Guarantor without the prior written consent of Landlord, which consent may not be unreasonably withheld, conditioned or delayed; provided, however, that the prior consent of Landlord shall not be required with respect to (i) a change in the ownership of any Guarantor so long as thereafter less than twenty-five percent (25%) of voting control of such Guarantor is held by any Person that did not have such ownership prior thereto (the foregoing 25% limitation shall apply to any subsequent transfer to any such Person pursuant to the following clause (ii)), or (ii) transfers of ownership interests in any Guarantor amongst the existing direct or indirect owners of such Guarantor. Notwithstanding the foregoing or any other language to the contrary in this Agreement, no such change in ownership or transfer shall be permitted without the prior written consent of Landlord, which consent may not be unreasonably, withheld, conditioned or delayed, if such change in ownership or transfer would result in Master Tenant’s Principals having less of a direct or indirect ownership interest in any of Master Tenant and/or Guarantor than Master Tenant’s Principals possess as of the Effective Date (the foregoing restriction not to apply in the event of the death or legal incapacity of Master Tenant’s Principals).
3. Landlord’s Rights to Amend Lease, etc. Subject to the provisions of the Master Lease and the New London Lease, Landlord shall have the right from time to time, and at any time in its sole discretion, without notice to or consent from Guarantor, or without affecting, impairing, or discharging in whole or in part, any of the Liabilities of Guarantor hereunder, to modify, change, extend, alter, amend, or supplement in any respect whatever, the Master Lease and the New London Lease, or any agreement or transaction between Landlord and Master Tenant or New London Tenant, or between Landlord and any other party liable for the Liabilities, or any portion thereof; to grant extensions of time and other indulgences of any kind to Master Tenant or New London Tenant (as applicable); to compromise, release, substitute, exercise, enforce or fail to refuse to exercise or enforce any claims, rights or remedies of any kind which Landlord may have at any time against Master Tenant or New London Tenant (as applicable) or any other party liable for the Liabilities, or any part thereof, or with respect to any security of any kind held by Landlord at any time under any agreement or otherwise. Nor shall the obligations of Guarantor hereunder be affected, impaired or discharged, in whole or in part, by reason of payments by Master Tenant or New London Tenant (as applicable) of all or any portion of the Liabilities, which payments shall be turned over as “voidable preferences” or otherwise disgorged, or by reason of any action whatsoever taken by Landlord, including any sale, lease, disposition, liquidation or other realization (which may be negligent, willful or otherwise with respect to any security in which Landlord may at any time have any interest or against any other party liable for all or any part of the Liabilities).
4. WAIVERS, ETC. GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES: (A) ANY NOTICES AND DEMANDS, INCLUDING: (I) NOTICE OF ACCEPTANCE OF THIS GUARANTY; (II) NOTICE OF PRESENTMENT, DEMAND FOR PAYMENT, NOTICE OF DEFAULT, OR PROTEST OF ANY LIABILITIES, OR THE OBLIGATION OF ANY PERSON, FIRM, OR CORPORATION HELD BY LANDLORD AS COLLATERAL SECURITY; (III) ANY NOTICES OF THE FINANCIAL CONDITION OF MASTER TENANT OR NEW LONDON TENANT OR OF ANY ADVERSE OR OTHER CHANGE IN THE FINANCIAL CONDITION OF MASTER TENANT OR NEW LONDON TENANT; AND (IV) ANY NOTICES OF THE EXISTENCE, CREATION, OR INCURRING OF NEW OR ADDITIONAL OBLIGATIONS; (B) OFFSETS AND COUNTERCLAIMS WHICH GUARANTOR MAY AT ANY TIME HAVE TO ANY OF THE LIABILITIES, INCLUDING: (I) ANY DEFENSES BASED ON THE TERMINATION OF MASTER TENANT’S OR NEW LONDON TENANT’S LIABILITY FROM ANY CAUSE; AND (II) ANY DEFENSES BASED UPON THE NEGLIGENCE OF THE LANDLORD IN ADMINISTERING THE MASTER LEASE AND/OR THE NEW LONDON LEASE, OR TAKING OR FAILING TO TAKE ANY ACTION IN CONNECTION THEREWITH; (C) TRIAL BY JURY AND THE RIGHT THERETO IN ANY PROCEEDING OF ANY KIND, WHETHER ARISING ON OR OUT OF, UNDER, OR BY REASON OF, THIS GUARANTY, OR ANY OTHER AGREEMENT OR TRANSACTION BETWEEN GUARANTOR, LANDLORD, MASTER TENANT AND/OR NEW LONDON TENANT; (D) THE BENEFIT OF ALL APPRAISEMENT, VALUATION, MARSHALLING, FORBEARANCE, STAY, EXTENSION, REDEMPTION, HOMESTEAD, EXEMPTION OR MORATORIUM LAWS NOW OR HEREAFTER IN EFFECT AND ANY STATUTE OF LIMITATIONS AFFECTING GUARANTOR’S LIABILITY UNDER THIS GUARANTY; (E) ALL DILIGENCE IN THE COLLECTION OF ANY OF THE LIABILITIES; (F) ANY RIGHT TO REQUIRE LANDLORD TO (I) PROCEED AGAINST MASTER TENANT OR NEW LONDON TENANT; (II) PROCEED AGAINST OR EXHAUST ANY SECURITY THAT LANDLORD HOLDS FROM MASTER TENANT OR NEW LONDON TENANT; OR (III) PURSUE ANY OTHER REMEDY IN LANDLORD’S POWER; (G) ANY RIGHT, CLAIM OR ACTION THAT IT MAY NOW OR HEREAFTER HAVE AGAINST MASTER TENANT OR NEW LONDON TENANT ARISING OUT OF, OR IN CONNECTION WITH, GUARANTOR’S OBLIGATIONS UNDER THIS GUARANTY OR THE PAYMENT OR PERFORMANCE BY GUARANTOR OF ALL OR ANY PART OF THE LIABILITIES, INCLUDING ANY RIGHT OR CLAIM FOR SUBROGATION, CONTRIBUTION, REIMBURSEMENT, EXONERATION, OR INDEMNITY; AND (H) ANY RIGHTS TO PARTICIPATE IN ANY SECURITY NOW OR LATER HELD BY LANDLORD.
5. Assignment of Guaranty. Landlord may, without notice, but only in connection with an assignment of the Master Lease and/or the New London Lease, assign this Guaranty in whole or in part, and no assignment of this Guaranty or assignment or transfer of the Master Lease or the New London Lease or subletting of the Premises shall operate to extinguish or diminish the liability of Guarantor hereunder. Guarantor may not assign this Guaranty or delegate its obligation hereunder without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion.
6. Primary Liability of Guarantor. The liability of Guarantor under this Guaranty shall be primary and not secondary and Landlord may, at its option, proceed directly against Guarantor or any security granted to Landlord without having to commence any action, or having obtained any judgment against Master Tenant or New London Tenant (as applicable).
7. Insolvency of Tenant. All of the Liabilities and the obligations of Guarantor hereunder shall be immediately due and payable by Guarantor, anything contained herein to the contrary notwithstanding, immediately upon the application for appointment or appointment of a trustee, receiver, conservator, liquidator, sequester, custodian, or other similar judicial representative for Master Tenant or any of Master Tenant’s assets, or New London Tenant or any of New London Tenant’s assets; the making by Master Tenant or New London Tenant of any assignment for the benefit of creditors; the commencement of an action by or against Master Tenant or New London Tenant under any insolvency, bankruptcy, creditor adjustment or debtor rehabilitation law, state or federal, including arrangement, composition, liquidation or reorganization laws; the commencement of levy, execution or attachment proceedings against Master Tenant or any of Master Tenant’s assets or New London Tenant or any of New London Tenant’s assets that could reasonably be expected to have a material adverse effect on Master Tenant’s or New London Tenant’s financial condition, whether or not Landlord has exercised any option which it may have to require payment in full or acceleration of payment of the Liabilities from any other person liable for payment of the Liabilities.
8. Governing Law/Consent to Jurisdiction/Venue. Irrespective of the place of execution and/or delivery of this Guaranty or the location of the Premises, this Guaranty shall be governed by and shall be construed in accordance with, the Applicable Laws of the State or States in which the Premises are located applicable to agreements entered into without regarding to conflicts of law principles. Landlord and Guarantor hereby consent and submit to the exclusive jurisdiction of the state and Federal courts located in the state in which the Premises are located with respect to any claim or litigation arising hereunder or any alleged breach of the covenants or provisions contained herein, and acknowledge that proper venue in any matter so claimed or litigated shall be in the state and Federal courts located in which the Premises are located; provided, however, that (1) Landlord shall be permitted, in addition, if required by Applicable Law in the jurisdiction where the Premises are located, to bring any action against Guarantor and/or to enforce this Guaranty in the jurisdiction where the Premises are located and (2) Guarantor shall be permitted, in addition, if required by Applicable Law in the jurisdiction where the Premises are located to bring any action against Landlord and/or to enforce this Guaranty in the jurisdiction where the Premises are located.
9. No Impairment of Obligations. The obligations of Guarantor hereunder shall not be affected, modified, changed, amended, limited, impaired, released or discharged, in whole or in part, by reason of: (a) the entry of an order for relief pursuant to the United States Bankruptcy Code by or against Master Tenant, New London Tenant, or Guarantor; (b) the modification, change, amendment, limitation, impairment or release of the liability of Master Tenant, New London Tenant or their estate in bankruptcy or of any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the U.S. Bankruptcy Code, or from the decision of any federal, state or local court; (c) the proposal or confirmation of a plan of reorganization concerning Master Tenant, New London Tenant, or Guarantor or by any rejection of the Master Lease or the New London Lease pursuant to any such proceeding; (d) except as otherwise provided for in the Master Lease or the New London Lease, the assignment of any Guarantor’s obligations pursuant to: (i) the Master Lease, the New London Lease and/or the Operating Subleases; (ii) an order of court; or (iii) by operation of law.
10. Limitation of Waivers by Landlord. The waiver of any right by Landlord or its failure to exercise promptly any right shall not be construed as the waiver of any other right, including the right to exercise the same at any time thereafter. No waiver or modification of any of the terms or conditions of this Guaranty shall be binding against Landlord unless such waiver or modification is in a writing signed by Landlord.
11. Binding Effect. The provisions of this Guaranty shall bind all of the successors and assigns of Guarantor and shall inure to the benefit of Landlord, its successors and assigns.
12. Remedies Cumulative. All rights and remedies of Landlord hereunder and under the Master Lease and the New London Lease are cumulative and may be pursued simultaneously or in whichever order Landlord shall determine.
13. Terms. Each capitalized term not specifically defined in this Guaranty shall have the same meaning as is ascribed to it in the Master Lease and/or the New London Lease. As used herein, and when required by the context, each number (singular and plural) shall include all numbers, and each gender shall include all genders; and unless the context otherwise requires, the word “person” or “party” shall include “individual, corporation, company, firm, partnership or association.”
14. Multiple Guarantors; Joint and Several Liability. If less than all persons who were intended to sign this Guaranty do so, the same shall nevertheless be binding upon those who do sign and if one person shall sign, all plural references shall be read as singular. If Guarantor consists of more than one person or entity, the obligations of such persons and entities hereunder shall be joint and several. A separate action may be brought or prosecuted against any Guarantor whether the action is brought or prosecuted against any other Guarantor or Master Tenant, or all, or whether any other Guarantor or Master Tenant, or all, are joined in the action. Landlord may compromise or settle with any one or more of Guarantors for such sums, if any, as it may see fit and may in its discretion release any one or more of Guarantors from any further liability to Landlord without impairing, affecting or releasing the right of Landlord to proceed against any one or more of Guarantors not so released.
15. Notices. Any notice or demand given or made under this Guaranty shall be given or made by mailing the same by certified mail to the party to whom the notice or demand is given or made at the address of such party set forth in this Guaranty as may be changed by written notice from time to time.
16. Landlord’s Remedies. Landlord may exercise all of its rights and remedies hereunder immediately upon the occurrence of a Default beyond all applicable notice, grace and cure periods expressly stated in the Master Lease, the New London Lease or this Guaranty.
[Signatures follow on the next page.]
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed and delivered by its duly authorized officer as of the date first above written.
GUARANTOR:
| LTC CONSULTING, L.P. |
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By:
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/s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx Title: President |
| CONGRESS STREET PARTNERS, L.P. |
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By:
|
/s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx Title: President |
| XXXXX COURT ASSOCIATES, L.P. |
||
By:
|
/s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx Title: President |
| IRVING PLACE ASSOCIATES, L.P. |
||
By:
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/s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx Title: President |
| XXXXXXXX MILL ASSOCIATES, L.P. |
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By:
|
/s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx Title: President |
[Signatures continue on the following page.]
| FACILITY INVESTMENTS, L.P. |
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By:
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/s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx Title: President |
| SOUTH PARKWAY ASSOCIATES, L.P. |
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By:
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/s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx Title: President |
WELLINGTON HEALTHCARE PROPERTIES, L.P.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President
| RIVERSIDE HEALTHCARE, L.P. |
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By:
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/s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx Title: President |
| ENGLAND ASSOCIATES, L.P. |
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By:
|
/s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx Title: President |
SCHEDULE “A-1”
Facility Name: Rockdale Healthcare Center
Facility Address: 0000 Xxxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx
Legal Description:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx Xxxx Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxx of Conyers, Georgia, containing 5.038 acres and being more particularly described as follows:
TO FIND THE TRUE POINT OF BEGINNING, begin at a point formed by the intersection of the northeasterly 100 foot right-of-way of Xxxxxx Road, and the northwesterly 50 foot right-of-way of Renaissance Drive; thence proceeding N 47°-09’-43” E along the right-of-way of Renaissance Drive, a distance of 936.30 feet to a point; thence along a curve to the left an arc distance of 21.22 feet and a radius of 20 feet to a point, said arc being subtended by a chord of N 16°-46’-17” E, 20.24 feet; thence N 13°-37’-09” W, a distance of 60.74 feet to a point; thence N 47°-09’-43 E, a distance of 19.38 feet to a chisled hole in a catch basin lid, the TRUE POINT OF BEGINNING;
THENCE North 63 degrees 17 minutes 49 seconds West for a distance of 407.99 feet to a 1/2” iron pin
found,
THENCE North 14 degrees 50 minutes 59 seconds East for a distance of 20.00 feet to a 3/4” crimp top
pin found,
THENCE North 14 degrees 50 minutes 59 seconds East for a distance of 324.88 feet to a 1/2” re-bar
found,
THENCE North 08 degrees 12 minutes 01 seconds East for a distance of 20.00 feet to a 1/2” re-bar
found,
THENCE South 81 degrees 42 minutes 06 seconds East for a distance of 17.00 feet to a 1/2” iron pin
set,
THENCE North 19 degrees 40 minutes 14 seconds East for a distance of 138.10 feet to a 1” solid pin
found,
THENCE South 70 degrees 52 minutes 45 seconds East for a distance of 399.39 feet to a 1/2” iron pin
set,
THENCE South 16 degrees 33 minutes 39 seconds West for a distance of 507.63 feet to a 1/2” re-bar
set,
THENCE South 16 degrees 33 minutes 39 seconds West for a distance of 36.88 feet to a mag nail set,
THENCE South 47 degrees 09 minutes 43 seconds West for a distance of 16.66 feet to a chisled hole
in a catch basin lid, the TRUE POINT OF BEGINNING.
SCHEDULE “A-2”
Facility Name: Sea Breeze Health Care Center
Facility Address: 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX
Legal Description:
Beginning at an iron marker at the northwest intersection of Congress Street and Xxxxxx Xxxxxx Xxxx, Xx. Avenue, said point also being the southeast corner of Xxx 0, Xxxxx 00-X, Xxxxx Xxxx, Xxxxx Xxxxxx Xxxx, Xxxxx Renewal Project, Alabama R-34 Subdivision, as per plat recorded in Map Book 19, Page 134 of the Probate Records of Mobile County, Alabama; run thence South 67 degrees 19 minutes 47 seconds West along the north right-of-way line of Congress Street 366.27 feet to the point of a curve to the right, said curve having a delta angle of 90 degrees 03 minutes 53 seconds, radius of 20.0 feet, tangent of 20.02 feet; thence run along arc of said curve 31.44 feet to the point of tangent thereof; thence North 22 degrees 36 minutes 20 seconds West along easterly right-of-way line of Xxxxxx Street 276.42 feet to the point of a curve to the right, said curve having a delta angle of 90 degrees 21 minutes 49 seconds, radius of 25.0 feet, tangent of 25.16 feet; thence along arc of said curve 39.43 feet to the point of tangent thereof; thence North 67 degrees 45 minutes 29 seconds East 25.06 feet to the point of a curve to the right, said curve having a delta angle of 44 degrees 11 minutes 02 seconds, radius of 25.0 feet, tangent of 10.15 feet; thence along arc of said curve 19.28 feet to the point of tangent thereof; thence South 68 degrees 03 minutes 29 seconds East along southwest right-of-way line of Xxxxxx Xxxxxx Xxxx, Xx. Avenue, 140.21 feet to the point of a curve to the right, said curve having a delta angle of 56 degrees 37 minutes 58 seconds, radius of 25.0 feet, tangent of 13.47 feet; thence along arc of said curve 24.71 feet to the point of tangent thereof, said point also being the point of a curve to the left, said curve having a radius of 75.0 feet from center-line of Xxxxxx Xxxxxx Xxxx, Xx. Avenue; thence along arc of said curve 161.08 feet to a point; thence South 68 degrees 03 minutes 29 seconds East along southwest right-of-way line of Xxxxxx Xxxxxx Xxxx, Xx. Avenue 154.69 feet to the POINT OF BEGINNING.
SCHEDULE “A-3”
Facility Name: Nurse Care of Buckhead
Facility Address: 0000 Xxxxx Xxxxx Xxxxx, Xxxxxxx, XX
Legal Description:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx and being more particularly described as follows:
To reach the POINT OF BEGINNING commence at a point formed by the westerly right-of-way of Xxxxx Court South (50’ R/W) and the southerly right-of-way of Xxxxx Road (50’ R/W) and proceed in a southwesterly direction along the westerly right-of-way of Xxxxx Court South (50’ R/W) the following courses and distances: 1) South 05°41’26” West a distance of 40.54 feet to a point; 2) thence 83.51 feet along the arc of a curve to the right, said curve having a radius of 265.00 feet and being subtended by a chord of South 14°43’08” West, 83.17 feet to a point; 3) thence South 23°44’50” West a distance of 135.80 feet to a point; 4) thence 155.00 feet along the arc of a curve to the left, said curve having a radius of 442.00 feet and being subtended by a chord of South 13°42’04” West, 154.21 feet to a point; 5) thence South 03°39’18” West a distance of 25.15 feet to the POINT OF BEGINNING; from the POINT OF BEGINNING thus established, continue in a southwesterly direction along the westerly right-of-way of Xxxxx Court South the following courses and distances: 1) South 03°39’18” West a distance of 47.40 feet to a point; 2) thence 131.68 feet along the arc of a curve to the right, said curve having a radius of 350.00 feet and being subtended by a chord of South 14°26’01” West, 130.91 feet to a point; 3) thence South 25°12’44” West a distance of 90.45 feet to a point; thence departing said right-of-way of Xxxxx Court South and run North 64°37’09” West a distance of 298.19 feet to a point; thence North 25°22’51” East a distance of 209.25 feet to an iron pin found (1/2” re-bar); thence North 66°58’00” East a distance of 186.32 feet to a concrete monument found; thence South 31°37’30” East a distance of 157.20 feet to a point on the westerly right-of-way of Xxxxx Court South and the POINT OF BEGINNING; said property containing 1.91557 acres or 83,442 square feet.
SCHEDULE “A-4”
Facility Name: Nursecare Nursing & Rehab Center (also referred to as Nurse Care of Shreveport)
Facility Address: 0000 Xxxxxx Xxxxx, Xxxxxxxxxx, XX
Legal Description:
Xxx 0, Xxxxxxxxx Xxxxx, Xxxx Xx. 0, a subdivision of the City of Shreveport, Caddo Parish, Louisiana, as per plat thereof recorded in Book 7000, page 75 of the Conveyance Records of Caddo Parish, Louisiana.
SCHEDULE “A-5”
Facility Name: Xxxx Minor Home
Facility Address: 0000 Xxx Xxxxxxxx Xxxxx, X.X., Xxxxxxxxxxx, XX
Legal Description:
ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN GMD DISTRICT 411, CITY OF GAINESVILLE, HALL COUNTY, GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A NAIL FOUND ON THE EASTERLY RIGHT OF WAY OF OLD XXXXXXXX PLACE (HAVING A 50 FOOT RIGHT OF WAY WIDTH) LOCATED A DISTANCE OF 202.81 FEET AS MEASURED ALONG SAID RIGHT OF WAY FROM THE INTERSECTION WITH THE NORTHERLY RIGHT OF WAY OF XXXXXXXX HIGHWAY; THENCE FROM SAID POINT OF BEGINNING AS THUS ESTABLISHED FOLLOWING A COUNTERCLOCKWISE CURVE WITH AN ARC DISTANCE OF 26.13 FEET, HAVING A RADIUS OF 793.37 FEET, SUBTENDED BY A CHORD BEARING AND DISTANCE OF NORTH 55 DEGREES 06 MINUTES 59 SECONDS WEST, 26.13 FEET TO A POINT; THENCE NORTH 56 DEGREES 03 MINUTES 36 SECONDS WEST, A DISTANCE OF 140.43 FEET TO A POINT; THENCE FOLLOWING A CLOCKWISE CURVE WITH AN ARC DISTANCE OF 266.18 FEET, HAVING A RADIUS OF 325.08 FEET, SUBTENDED BY A CHORD BEARING AND DISTANCE OF NORTH 32 DEGREES 36 MINUTES 08 SECONDS WEST, 258.81 FEET TO A POINT; THENCE NORTH 09 DEGREES 08 MINUTES 40 SECONDS WEST, A DISTANCE OF 74.90 FEET TO A POINT; THENCE FOLLOWING A CLOCKWISE CURVE WITH AN ARC DISTANCE OF 196.08 FEET, HAVING A RADIUS OF 125.08 FEET, SUBTENDED BY A CHORD BEARING AND DISTANCE OF NORTH 35 DEGREES 45 MINUTES 55 SECONDS EAST, 176.61 FEET TO A POINT; THENCE NORTH 80 DEGREES 40 MINUTES 30 SECONDS EAST, A DISTANCE OF 240.49 FEET TO A 1/2 INCH REBAR FOUND; THENCE SOUTH 86 DEGREES 34 MINUTES 10 SECONDS EAST, A DISTANCE OF 51.95 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 78 DEGREES 21 MINUTES 11 SECONDS EAST, A DISTANCE OF 78.02 FEET TO A 1/2 INCH REBAR FOUND; THENCE SOUTH 09 DEGREES 09 MINUTES 40 SECONDS EAST, A DISTANCE OF 508.69 FEET TO A 1/2 INCH REBAR FOUND; THENCE SOUTH 80 DEGREES 50 MINUTES 20 SECONDS WEST, A DISTANCE OF 233.85 FEET TO A 1/2 INCH REBAR FOUND; THENCE SOUTH 35 DEGREES 59 MINUTES 39 SECONDS WEST, A DISTANCE OF 50.43 FEET TO A NAIL FOUND ON THE EASTERLY RIGHT OF WAY OF OLD XXXXXXXX PLACE BEING THE POINT OF BEGINNING.
SCHEDULE “A-6”
Facility Name: Westminster Commons
Facility Address: 000 Xx. Xxxxxxx Xxxxxx XX, Xxxxxxx, XX
Legal Description:
All that tract or parcel of land lying and being in Land Xxx 00 xx xxx 00xx Xxxxxxxx xx Xxxxxx Xxxxxx, Xxxxxxx, and being more particularly described as follows:
Beginning at a 1/2 inch rebar set on the northerly right-of-way of St. Xxxxxxx Avenue (50’ R/W) said 1/2 inch rebar set being 575.00 feet from its intersection with the easterly right-of-way of Monroe Drive (f/k/a Boulevard); thence departing said right-of-way North 00 degrees 15 minutes 09 seconds East a distance of 200.16 feet to a 1/2 inch rebar set on the southerly side of St. Xxxxxxx Xxx; thence along said southerly side of Xx. Xxxxxxx Xxx Xxxxx 00 degrees 53 minutes 22 seconds East a distance of 100.00 feet to a nail found; thence departing said Xx. Xxxxxxx Xxx Xxxxx 00 degrees 15 minutes 10 seconds West a distance of 199.88 feet to a 1 inch pipe found on said right-of-way of St. Xxxxxxx Avenue; thence along said right-of-way South 89 degrees 57 minutes 14 seconds West a distance of 100.00 feet to said 1/2 inch rebar set on the POINT OF BEGINNING.
SCHEDULE “A-7”
Facility Name: Parkway Health and Rehabilitation Center
Facility Address: 000 Xxxxx Xxxxxxx Xxxx, Xxxxxxx, XX
Legal Description:
The Tennessee Property Associates, LLC property as recorded in Instrument Number 05016884 in the Shelby County Register’s Office being Xxxx 0, 0, 0 xxx 0, Xxxxx 3 in the Kansas Street Urban Renewal Area Project No. Tennessee A-11-2 and being more particularly described as follows:
BEGINNING at a found chisel xxxx being a point of curvature in the east line of Louisiana Street (68 R.O.W.) being 25.19 feet southwardly at the tangent intersection of the east line of Louisiana Street and the south line of Xxxx Avenue (50’ R.O.W.); thence eastwardly along a curve to the right having a radius of 25.00 feet, a central angle of 90 degrees 26 minutes 35 seconds, a chord bearing of North 48 degrees 38 minutes 40 seconds East, a chord distance of 35.49 feet, a distance along its arc of 39.46 feet to a found iron pin being a point of tangency in the south line of Xxxx Avenue (50 R.O.W.); thence South 86 degrees 08 minutes 03 seconds East along said south line a distance of 127.75 feet to a found iron pin being a point of curvature; thence southwardly along a curve to the right having a radius of 25.00 feet, a central angle of 89 degrees 23 minutes 25 seconds, a chord bearing of South 41 degrees 26 minutes 20 seconds East, a chord distance of 35.17 feet, a distance along its arc of 39.00 feet to a found iron pin being a point of tangency in the west line of Fairview Street (50’ R.O.W.); thence South 03 degrees 15 minutes 22 seconds West along said west line a distance of 372.54 feet to a point of curvature; thence eastwardly along a curve to the left having a radius of 100.00 feet, a central angle of 89 degrees 23 minutes 19 seconds, a chord bearing of South 41 degrees 26 minutes 18 seconds East, a chord distance of 140.66 feet, a distance along its arc of 156.01 feet to a point of tangency in the south line of Xxxxxxx Avenue; thence South 86 degrees 07 minutes 57 seconds East along said south line a distance of 165.44 feet to a found iron pin being the northwest corner of the Memphis Housing Authority property (deed reference not available); thence South 03 degrees 20 minutes 25 seconds West along the west line of the Memphis Housing Authority property and the west line of the City of Memphis property (deed reference not available) a distance of 200.02 feet to a set chisel xxxx in the north line of the South Parkway West (100’ R.OW.); thence North 86 degrees 06 minutes 46 seconds West along said north line a distance of 414.03 feet to a point of curvature; thence northwardly along a curve to the right having a radius of 30.00 feet, a central angle of 89 degrees 32 minutes 08 seconds, a chord bearing of North 41 degrees 20 minutes 42 seconds West, a chord distance of 42.25 feet, a distance along its arc of 46.88 feet to a point of tangency in the east line of said Louisiana Street; thence North 03 degrees 25 minutes 22 seconds East along said east line a distance of 641.11 feet to the POINT OF BEGINNING.
Being the same property conveyed by Deed of record at Instrument No. GM 0706, in the Register’s Office of Shelby County, Tennessee.
SCHEDULE “A-8”
Facility Name: Millington Healthcare Center
Facility Address: 0000 Xxxxxx Xxxxxx
Legal Description:
Land in the City of Xxxxxxxxxx, Xxxxxx County, Tennessee, being Xxx 0, Xxxxx Xxxx, Xxxxxx xx Xxxxxxxxxx Subdivision, as shown on the plat of record in Plat Book 134, Page 73, Register’s Office of Shelby County, Tennessee, to which reference is made for a more particular description.
Together with an easement for vehicular and pedestrian ingress and egress created by the Ingress-Egress Easement Agreement of record in Instrument No. CZ-0434, said Register’s Office. (Appurtenant Easement No. 1)
Together with an easement for ingress and egress created by the Easement of record in Instrument No. K4-7441, said Register’s Office. (Appurtenant Easement No. 2)
Together with the ingress and egress easement created by and delineated on the Plan of Xxxxxx of Millington Subdivision of record in Plat Book 134, Page 73, said Register’s Office. (Appurtenant Easement No. 3)
Being the same property conveyed to West Point Road Associates, L.P., formerly West Point Road Associates, LLC, by deed from Xxxxxx Place, Inc. of record in Instrument No. 07109985, Register’s Office of Shelby County, Tennessee.
SCHEDULE “A-9”
Facility Name: Riverside Health Care Center
Facility Address: 0000 Xxxx Xxxxxx
Legal Description:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 0xx Xxxxxxxx xx Xxxxxx Xxxxxx, Xxxxxxx, Xxxx of Xxxxxxxxx, as shown and delineated on that Survey for SouthTrust Bank of Alabama, National Association and First American Title Insurance Company and Walnut Street Investors, Inc. prepared by Xxxxx X. Xxxxxxxxx, Xx., Georgia Registered Land Surveyor No. 1617 of Xxxxxxx & Xxxxxxxxxx, Inc., dated March 28, 1988, filed April 5, 1988, recorded in Plat Book 00, Xxxx 000, Xxxxxx Xxxxxx, Xxxxxxx Records; and being more particularly described as follows:
BEGINNING at the intersection of the easterly right-of-way line of West Street (50 foot right-of-way) and the northerly right-of-way line of Xxxxxxx Street (40 foot right-of-way) and running along said easterly right-of-way line of West Street, N 00° 57’32” E, 580.70 feet to a rebar found on the southerly right-of-way line of Xxxxxx Street (40 foot right-of-way); thence leaving the easterly right-of-way line of West Street and running along the southerly right-of-way line of Xxxxxx Street, S 88° 57’59” E, 240.75 feet to a rebar found; thence leaving the southerly right-of-way line of Xxxxxx Street and running S 02° 39’07” E, 282.00 feet to a rebar found; thence running S 88° 54’28” E, 39.98 feet to a rebar found; thence running S 10° 29’55” E, 351.03 feet to a rebar found on the northerly right-of-way line of Xxxxxxx Street (40 foot right-of-way); thence running along the northerly right-of-way line of Xxxxxxx Street N 83° 44’57” W, 105.52 feet to a point; thence running N 81° 46’30” W, 99.50 feet to a point; thence running N 81° 07’10” W, 165.98 feet to a point located on the easterly right-of-way line of West Street and the POINT OF BEGINNING.
SCHEDULE “A-10”
Facility Name: New London Health Center
Facility Address: 0000 XxXxx Xxxx, Xxxxxxxxxx, Xxxxxxx
Legal Description:
All that tract or parcel of land lying and being in Land Xxx 0 xx xxx 0xx Xxxxxxxx, Xxxx of Snellville, Gwinnett County, Georgia, and being more particularly described as follows:
To find the POINT OF BEGINNING commence at an iron pin placed (1/2” re-bar at the base of a bent ? re-bar) at the intersection formed by the Southeasterly right-of-way line of Manor Court (50’R/W) with the Northeasterly right-of-way line of XxXxx Road (80’R/W) and proceed in a Southeasterly direction along the Northeasterly right-of-way line of XxXxx Road (80’R/W), South 63°28’47” East for a distance of 402.47 feet to an iron pin found (?” re-bar) and the POINT OF BEGINNING:
From the POINT OF BEGINNING thus established, depart said Northeasterly right-of-way line of XxXxx Road (80’R/W) and proceed North 62°14’45” East a distance of 184.80 feet to an iron pin placed (1/2” re-bar); thence North 28°35’54” West for a distance of 210.20 feet to an iron pin placed (1/2” re-bar); thence North 62°37’38” East for a distance of 1192.00 feet to an iron pin found (1-?” x 3/4” steel rod); thence South 30°07’52” East for a distance of 153.21 feet to an iron pin found (?” re-bar); thence South 50°57’47” West for a distance of 1250.24 feet to an iron pin placed (1/2” re-bar) on the Northeasterly right-of-way line of XxXxx Road (80’R/W), thence in a Northwesterly direction along the Northeasterly right-of-way line of XxXxx Road (80’R/W), North 65°58’53” West for a distance of 248.80 feet to an iron pin found (?” re-bar) and the POINT OF BEGINNING. Said tract or parcel containing 8.05777 acres or 350,997 square feet.
