EX-10.35






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) Pharr Court Associates, L.P. (“Buckhead Subtenant”), (iv) Irving Place
Associates, L.P. (“Shreveport Subtenant”), (v) Hamilton Mill Associates, L.P. (“Bell 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 HC REIT II Rockdale SNF, LLC (“Rockdale
Landlord”), (ii) G&E HC REIT II Mobile SNF, LLC (“Sea Breeze Landlord”), (iii) G&E HC REIT II
Buckhead SNF, LLC (“Buckhead Landlord”), (iv) G&E HC REIT II Shreveport SNF, LLC (“Shreveport
Landlord”), (v) G&E HC REIT II Gainesville SNF, LLC (“Bell Minor Landlord”), (vi) G&E HC REIT II
 Westminster SNF, LLC (“Westminster Landlord”), (vii) G&E HC REIT II Memphis SNF, LLC (“Parkway
Landlord”), (viii) G&E HC REIT II Millington SNF, LLC (“Millington Landlord”), (ix) G&E HC REIT
II Covington SNF, LLC (“Riverside Landlord”), and (x) G&E HC REIT II Snellville SNF, LLC (“New
London Landlord”), each a Delaware limited liability company. Guarantor’s office address is 20
Mansell Court East, Suite 200, Roswell, Georgia 30076. Landlord’s office address is c/o Grubb &
Ellis Healthcare REIT II, Inc., 1551 N. Tustin Avenue, Suite 300, Santa Ana, California 97205.



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) Bell Minor Landlord is the owner of the land described on Schedule A-5 and the
improvements located thereon (the “Bell 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 “Bell 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 Bell Minor Premises and the Bell Minor Personal Property
(collectively, the “Bell Minor Property”) from Bell 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 “Bell Minor Sublease”) with Bell Minor Subtenant pursuant to which Master Tenant
will sublease all of the Bell Minor Property to Bell 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
Bell 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 Bell 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 Elkins 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.]






1






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.

	By:

	 	/s/ James J. Andrews
	
 
	 	 







	 	 	Name: James J. Andrews

Title: President





	 	 	 
	CONGRESS STREET PARTNERS, L.P.

	By:

	 	/s/ James J. Andrews
	
 
	 	 







	 	 	Name: James J. Andrews

Title: President





	 	 	 
	PHARR COURT ASSOCIATES, L.P.

	By:

	 	/s/ James J. Andrews
	
 
	 	 







	 	 	Name: James J. Andrews

Title: President





	 	 	 
	IRVING PLACE ASSOCIATES, L.P.

	By:

	 	/s/ James J. Andrews
	
 
	 	 







	 	 	Name: James J. Andrews

Title: President





	 	 	 
	HAMILTON MILL ASSOCIATES, L.P.

	By:

	 	/s/ James J. Andrews
	
 
	 	 







	 	 	Name: James J. Andrews

Title: President





[Signatures continue on the following page.]





2






	 	 	 
	FACILITY INVESTMENTS, L.P.

	By:

	 	/s/ James J. Andrews
	
 
	 	 







	 	 	Name: James J. Andrews

Title: President





	 	 	 
	SOUTH PARKWAY ASSOCIATES, L.P.

	By:

	 	/s/ James J. Andrews
	
 
	 	 







	 	 	Name: James J. Andrews

Title: President






WELLINGTON HEALTHCARE PROPERTIES, L.P.




By: /s/ James J. Andrews

Name: James J. Andrews

Title: President




	 	 	 
	RIVERSIDE HEALTHCARE, L.P.

	By:

	 	/s/ James J. Andrews
	
 
	 	 







	 	 	Name: James J. Andrews

Title: President





	 	 	 
	ENGLAND ASSOCIATES, L.P.

	By:

	 	/s/ James J. Andrews
	
 
	 	 







	 	 	Name: James J. Andrews

Title: President





SCHEDULE “A-1”




Facility Name: Rockdale Healthcare Center



Facility Address: 1510 Renaissance Drive, Conyers, Georgia



Legal Description:



ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 327 of the 16th Land District,
Rockdale County, City 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 Sigman 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.



3



SCHEDULE “A-2”




Facility Name: Sea Breeze Health Care Center



Facility Address: 550 Congress Street, Mobile, AL



Legal Description:



Beginning at an iron marker at the northwest intersection of Congress Street and Martin Luther
King, Jr. Avenue, said point also being the southeast corner of Lot 3, Block 26-D, Third Unit,
Water Street Area, Urban 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 Warren 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 Martin Luther King, Jr.
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 Martin Luther King, Jr. 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 Martin Luther King, Jr. Avenue 154.69 feet to the
POINT OF BEGINNING.



4



SCHEDULE “A-3”




Facility Name: Nurse Care of Buckhead



Facility Address: 2920 Pharr Court South, Atlanta, GA



Legal Description:



ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 100 of the 17th District,
Fulton County, Georgia 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 Pharr
Court South (50’ R/W) and the southerly right-of-way of Pharr Road (50’ R/W) and proceed in a
southwesterly direction along the westerly right-of-way of Pharr 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 Pharr 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 Pharr 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 Pharr Court South and the POINT OF BEGINNING; said property containing
1.91557 acres or 83,442 square feet.



5



SCHEDULE “A-4”




Facility Name: Nursecare Nursing & Rehab Center (also referred to as Nurse Care of
Shreveport)



Facility Address: 1736 Irving Place, Shreveport, LA



Legal Description:



Lot 1, Texarkana Annex, Unit No. 2, 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.



6



SCHEDULE “A-5”




Facility Name: Bell Minor Home



Facility Address: 2200 Old Hamilton Place, N.E., Gainesville, GA



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 HAMILTON 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 CORNELIA 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 HAMILTON PLACE BEING THE POINT OF BEGINNING.



7



SCHEDULE “A-6”




Facility Name: Westminster Commons



Facility Address: 560 St. Charles Avenue NE, Atlanta, GA



Legal Description:



All that tract or parcel of land lying and being in Land Lot 48 of the 14th District of
Fulton County, Georgia, and being more particularly described as follows:



Beginning at a 1/2 inch rebar set on the northerly right-of-way of St. Charles 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. Charles Way;
thence along said southerly side of St. Charles Way South 89 degrees 53 minutes 22 seconds East a
distance of 100.00 feet to a nail found; thence departing said St. Charles Way South 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. Charles 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.



8



SCHEDULE “A-7”




Facility Name: Parkway Health and Rehabilitation Center



Facility Address: 200 South Parkway West, Memphis, TN



Legal Description:



The Tennessee Property Associates, LLC property as recorded in Instrument Number 05016884 in the
Shelby County Register’s Office being Lots 1, 2, 3 and 4, Block 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 mark 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 Rowe 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 Rowe
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 Goodloe 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 mark 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.



9



SCHEDULE “A-8”




Facility Name: Millington Healthcare Center



Facility Address: 5081 Easley Street



Legal Description:



Land in the City of Millington, Shelby County, Tennessee, being Lot 2, Final Plan, Wesley of
Millington 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 Wesley 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 Easley Place, Inc. of record in Instrument No. 07109985, Register’s
Office of Shelby County, Tennessee.



10



SCHEDULE “A-9”




Facility Name: Riverside Health Care Center



Facility Address: 5100 West Street



Legal Description:



ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 267 of the 9th District of
Newton County, Georgia, City of Covington, 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 Tommy M. Donaldson, Jr., Georgia Registered Land Surveyor No. 1617 of
Tribble & Richardson, Inc., dated March 28, 1988, filed April 5, 1988, recorded in Plat Book 22,
Page 125, Newton County, Georgia 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 Herring 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 Echols 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 Echols Street, S 88° 57’59” E, 240.75 feet to a rebar found; thence leaving the southerly
right-of-way line of Echols 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 Herring Street (40 foot right-of-way); thence
running along the northerly right-of-way line of Herring 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.



11



SCHEDULE “A-10”




Facility Name: New London Health Center



Facility Address: 2020 McGee Road, Snellville, Georgia



Legal Description:



All that tract or parcel of land lying and being in Land Lot 8 of the 5th District, City
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 McGee Road (80’R/W) and proceed in a Southeasterly
direction along the Northeasterly right-of-way line of McGee 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 McGee
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 McGee Road (80’R/W), thence in a Northwesterly
direction along the Northeasterly right-of-way line of McGee 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.




12