Exhibit 10.27  



	Recording Requested By:

Lawyers Title Insurance Company

  

When Recorded Mail To:

Continental Wingate Associates, Inc.

One Charles River Place

63 Kendrick Street

Needham, MA 02494	 	THIS DOCUMENT IS AN EXACT COPY

(NOT PREPARED BY THE COUNTY RECORDER)

WHICH RECORDED IN THE LOS ANGELES

COUNTY RECORDER'S OFFICE ON 1-30-01 AS

INST. # 01061647.

OFFICIAL RECORDS OF LOS ANGELES COUNTY

L.T.C.
	Attn: Gardner Hall	 	BY:	 	/s/ DENISE ANTHONY





DEED OF TRUST

with Assignment of Rents  


        THIS DEED OF TRUST, made this 30th day of January, 2001, by and between Ensign Southland
LLC, a Nevada limited liability company, herein called Trustor(s), and Brian E. Callahan, Trustee, herein
called Trustee(s), and Continental Wingate Associates, Inc., a Massachusetts corporation, herein called Beneficiary, 



        WITNESSETH:    That Trustor grants, transfers, and assigns to Trustee in trust, upon the trusts, covenants, conditions and
agreements and for the uses and purposes hereinafter contained, with power of sale, all that real property situate, lying and being in the City of Norwalk, Los Angeles County, State of California,
described as follows: 


        For
legal description, see Exhibit "A" attached hereto and made a part hereof. 


        Together
with the rents, issues, and profits thereof, subject, however, to the right, power, and authority hereinafter given to and conferred upon Beneficiary to collect and apply such
rents, issues, and profits; and together with all buildings and improvements of every kind and description now or hereafter erected or placed thereon, and all fixtures, including but not limited to
all gas and electric fixtures, engines and machinery, radiators, heaters, furnaces, heating equipment, laundry equipment, steam and hot-water boilers, stoves, ranges, elevators and motors,
bath tubs, sinks, water closets, basins, pipes, faucets and other plumbing and heating fixtures, mantels, cabinets, refrigerating plant and refrigerators, whether mechanical or otherwise, cooking
apparatus and appurtenances, and all shades, awnings, screens, blinds and other furnishings, it being hereby agreed that all such fixtures and furnishings shall to the extent permitted by law be
deemed to be permanently affixed to and a part of the realty; and 


        Together
with all building materials and equipment now or hereafter delivered to said premises and intended to be installed therein; and 


        Together
with all articles of personal property now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the lands described
which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels
and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements
thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner, and said Trustor agrees to execute a Security Agreement
covering the aforesaid fixtures and articles of personal property, at the time of placing such personal property or any part thereof in the building or buildings to be erected on the lands herein
described in the manner and form required by law, at its expense and satisfactory to the Beneficiary. 










        To
have and to hold the property hereinbefore described together with appurtenances to the Trustee, its successors and assigns forever. 



        FOR THE PURPOSE of securing performance of each agreement of Trustor herein and payment of a just indebtedness of the Trustor to the
Beneficiary in the principal sum of Seven Million Four Hundred Fifty-five Thousand One Hundred and No/100ths Dollars ($7,455,100.00),
evidenced by its Note of even date herewith, bearing interest from date on outstanding balances at Seven and one-half percent (7.50%), per
annum, said principal and interest being payable in monthly installments as provided in said note with a final maturity of February 1, 2027 which
Note is identified as being secured hereby by a certificate thereon. Said Note and all of its terms are incorporated herein by reference and this conveyance shall secure any and all extensions
thereof, however evidenced. 


        And
to Protect the Security of this Deed of Trust, Trustor Covenants and Agrees: 


        1.     That
it will pay the Note at the times and in the manner provided therein; 


        2.     That
it will not permit or suffer the use of any of the property for any purpose other than the use for which the same was intended at the time this Deed of Trust was
executed; 


        3.     That
the Regulatory Agreement, if any, executed by the Trustor and the Secretary of Housing and Urban Development, acting by and through the Federal Housing Commissioner,
which is being recorded simultaneously herewith, is incorporated in and made a part of this Deed of Trust. Upon default under the Regulatory Agreement and upon the request of the Secretary of Housing
and Urban Development, acting by and through the Federal Housing Commissioner, the Beneficiary, at its option, may declare the whole of the indebtedness secured hereby to be due and payable; 


        4.     That
all rents, profits and income from the property covered by this Deed of Trust are hereby assigned to the Beneficiary for the purpose of discharging the debt hereby
secured. Permission is hereby given to Trustor so long as no default exists hereunder, to collect such rents, profits and income for use in accordance with the provisions of the Regulatory Agreement; 


        That
the Trustor grants to the holder or holders of the Note secured hereby the right and power to appoint a substitute Trustee or Trustees hereunder for any reason whatsoever by
instrument of appointment duly executed and acknowledged by the holder or holders of the Note and to be filed for record in the office wherein this Deed of Trust is recorded. Such power of appointment
may be exercised as often as deemed necessary by the holder or holders of the Note. Upon such appointment, the substitute Trustee or Trustees shall be vested with all the rights, powers, authority and
duties vested in the Trustee hereunder. 


        5.     That
upon default hereunder or under the aforementioned Regulatory Agreement, Beneficiary shall be entitled to the appointment of a receiver by any court having
jurisdiction, without notice, to take possession and protect the property described herein and operate same and collect the rents, profits and income therefrom; 


        6.     That
at the option of the Trustor the principal balance secured hereby may be reamortized on terms acceptable to the Secretary of Housing and Urban Development, acting by
and through the Federal Housing Commissioner if a partial prepayment results from an award in condemnation in accordance with provisions of Paragraph 21 herein, or from an insurance payment
made in accordance with provisions of Paragraph 7 herein, where there is a resulting loss of project income; 


        7.     That
the Trustor will keep the improvements now existing or hereafter erected on the deeded property insured against loss by fire and such other hazards, casualties, and
contingencies, as may be stipulated by the Secretary of Housing and Urban Development, acting by and through the Federal Housing Commissioner, upon the insurance of the Deed of Trust and other hazards
as may be required from time to time by the Beneficiary, and all such insurance shall be evidenced by standard fire and extended coverage insurance policy or policies, in amounts not less than
necessary to comply with the applicable Coinsurance Clause percentage, if any, but in no event shall the amounts of coverage be less than
80 percent of the Insurable Values or not less than the unpaid balance of the insured Deed of Trust, whichever is the lesser, and in default thereof the Beneficiary shall have the right to
effect 










insurance.
Such policies shall be endorsed with standard Mortgagee clause with loss payable to the Beneficiary and the Secretary of Housing and Urban Development as interest may appear, and shall be
deposited with the Beneficiary. The insurance carrier providing such insurance shall be selected by Trustor, subject to the approval of Beneficiary, which approval shall not be
unreasonably withheld. 


        That
if the premises covered hereby, or any part thereof, shall be damaged by fire or other hazard against which insurance is held as hereinabove provided, the amounts paid by any
insurance company in pursuance of the contract of insurance to the extent of the indebtedness then remaining unpaid, shall be paid to the Beneficiary, and, at its option, may be applied to the debt or
released for the repairing or rebuilding of the premises. Any unexpired insurance shall inure to the benefit of, and pass to, the purchaser of the property covered thereby at any Trustee's sale held
hereunder. 


        8.     Together
with and in addition to the monthly payments of interest or of principal and interest payable under the terms of said Note, to pay to Beneficiary monthly until
said Note is fully paid, beginning on the first day of the first month after the date hereof, the following sums: 



	(a)
	An
amount sufficient to provide the Beneficiary with funds to pay the next mortgage insurance premium if this instrument and the Note secured hereby are insured, or a monthly service
charge, if they are held by the Secretary of Housing and Urban Development, as follows:



	(I)
	If
and so long as said Note of even date and this instrument are insured or are reinsured under the provisions of the National Housing Act, an amount sufficient to accumulate in the
hands of the Beneficiary one month prior to its due date the annual mortgage insurance premium, in order to provide such Beneficiary with funds to pay such premium to the Secretary of Housing and
Urban Development, pursuant to the National Housing Act, as amended, and applicable Regulations thereunder, or



	(II)
	Beginning
with the first day of the month following an assignment of this instrument and the note secured hereby to the Secretary of Housing and Urban Development, a monthly service
charge which shall be an amount equal to one-twelfth of one-half percent (1/12 of 1/2%) of the average outstanding principal balance due on the
Note computed for each successive year beginning with the first of the month following such assignment, without taking into account delinquencies or prepayments.






	(b)
	A
sum equal to the ground rents, if any, next due, plus the premiums that will next become due and payable on policies of fire and other property insurance covering the premises
covered hereby, plus water rates, taxes and assessments next due on the premises covered hereby (all as estimated by the Beneficiary) less all sums already paid therefor divided by the number of
months to elapse before one month prior to the date when such ground rents, premiums, water rates, taxes and assessments will become delinquent, such sums to be held by Beneficiary in trust to pay
said ground rents, premiums, water rates, taxes, and special assessments.



	(c)
	All
payments mentioned in the two preceding subsections of this paragraph and all payments to be made under the Note secured hereby shall be added together and the aggregate amount
thereof shall be paid each month in a single payment to be applied by Beneficiary to the following items in the order set forth:



	(I)
	premium
charges under the Contract of Insurance with the Secretary of Housing and Urban Development, acting by and through the Federal Housing Commissioner or service charge;



	(II)
	ground
rents, taxes, special assessments, water rates, fire and other property insurance premiums;



	(III)
	interest
on the Note secured hereby;



	(IV)
	amortization
of the principal of said Note. 
















        9.     Any
excess funds accumulated under paragraph (b) above remaining after payment of the items therein mentioned, shall be credited to subsequent monthly payments of
the same nature required thereunder; but if any such item shall exceed the estimate therefor, the Trustor shall without demand forthwith make good the deficiency. Failure to do so before the due date
of such item shall be a default hereunder. In case of termination of the Contract of Mortgage Insurance by prepayment of the mortgage in full, or otherwise (except as hereinafter provided),
accumulations under paragraph (a) above not required to meet payments due under the Contract of Mortgage Insurance, shall be credited to the Trustor. If the property is sold under foreclosure
or is otherwise acquired by the Beneficiary after default, any remaining balance of the accumulations under paragraph (b) above shall be credited to the principal of the debt as of the date of
commencement of foreclosure proceedings or as of the date the property is otherwise acquired; and accumulations under paragraph (a) above shall be similarly applied unless required to pay sums
due to the Secretary of Housing and Urban Development, acting by and through the Federal Housing Commissioner, under the Contract of Mortgage Insurance; 


        10.   To
keep said property in good condition and repair, not to remove or demolish any buildings thereon; to complete or restore promptly and in good and workmanlike manner
any building which may be constructed, damaged, or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said
property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law and/or
covenants, conditions and/or restrictions affecting said property; not to permit or suffer any alteration of or addition to the buildings or improvements hereafter constructed in or upon said property
without the consent of the Beneficiary; 


        11.   To
appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and
expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear; 


        12.   Should
Trustor fail to make any payment or do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand
upon Trustor and without releasing Trustor from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof,
Beneficiary or Trustee being authorized to enter upon said property for such purposes; may commence, appear in and/or defend any action or proceeding purporting to affect the security hereof or the
rights or powers of Beneficiary or Trustee; may pay, purchase, contest, or compromise any encumbrance, charge, or lien which in the judgment of either appears to be prior or superior hereto; and, in
exercising any such powers, may pay necessary expenses, employ counsel and pay his reasonable fees; 


        13.   The
Beneficiary shall have the right to pay mortgage insurance premiums or fire and other property insurance premiums when due to the extent that monthly payments made
hereunder for the purpose of meeting same are insufficient. All such payments made by the Beneficiary shall be added to the principal sum secured hereby; 



        14.   To
pay immediately and without demand all sums so expended by Beneficiary or Trustee, under permission given under this Deed of Trust, with interest from date of
expenditure at the rate specified in said Note; 


        15.   Reserved;



        16.   The
Trustor further covenants that it will not voluntarily create, suffer, or permit to be created against the property subject to this Deed of Trust any lien or liens
inferior or superior to the lien of this Deed of Trust and further that it will keep and maintain the same free from the claim of all persons supplying labor or materials on said premises; 



        17.   That
the improvements upon the premises, covered by the Deed of Trust, comply with all municipal ordinances and regulations and all of other regulations made or
promulgated, now or hereafter, by lawful authority, and that the same will upon completion comply with all such municipal 










ordinances
and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office; 


        18.   That
so long as this Deed of Trust and the said Note secured hereby are insured under the provisions of the National Housing Act, or held by the Secretary of Housing and
Urban Development, it will not execute or file for record any instrument which imposes a restriction upon the sale or occupancy of the mortgaged property on the basis of race, color, religion, creed,
national origin, sex, familial status, or handicap; and 


        19.   Trustor
herein agrees to pay to Beneficiary or to the authorized loan servicing representative of the Beneficiary a charge not to exceed the maximum permitted by
California law at the time of the request for a statement or accounting under Section 2943 or 4954 of the California Civil code, notwithstanding any Federal exemption from state law maximum
charges found in Section 2943. 


        It Is Mutually Agreed that: 


        20.   That
if the Trustor, its successors or assigns, fails to maintain the premises in accordance with the requirements of Paragraph 10 herein, the Beneficiary, after
due notice to the Trustor or any subsequent owner, is hereby invested with full and complete authority to enter upon the said premises, employ watchmen to protect such improvements from depredation or
injury and to preserve and protect the personal property therein, to make and enter into any contracts and obligations wherever necessary to cure such condition, either in its own name or in the name
of the Trustor, and to pay and discharge all debts, obligations and liabilities incurred thereby. All such sums so advanced by the Beneficiary (exclusive of advances of the principal of the
indebtedness secured hereby) shall be added to the principal of the indebtedness secured hereby and shall be secured by this Deed of Trust and shall be due and payable on demand with interest at the
rate specified in said Note, but no such advances shall be insured unless same are specifically approved by the Secretary of Housing and Urban Development, acting by and through the Federal Housing
Commissioner prior to the making thereof; 


        21.   Should
the property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in any
other manner, the Beneficiary shall be entitled to all compensation, awards, and other payment or relief therefor, and shall be entitled at its option to commence, appear in and prosecute in its own
name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage. All awards of compensation in connection with condemnation for public use of or a
taking of any of that property, shall be paid to the Beneficiary to be applied to the amount due under the Note secured hereby in (1) amounts equal to the next maturing installment or
installments of principal and (2) with any balance to be credited to the next payment due under the Note. All awards of damages in connection with any condemnation for public use of or injury
to any residue of that property, shall be paid to the Beneficiary to be applied to a fund held for and on behalf of the Trustor which fund shall, at the option of the Beneficiary, and with the prior
approval of the Secretary of Housing and Urban Development, either be applied to the amount due under the Note as specified in the preceding sentence, or be disbursed for the restoration or repair of
the damage to the residue. No amount applied to the reduction of the principal amount due in accordance with (1) shall be considered an optional prepayment as the term is used in this Deed of
Trust and the Note secured hereby, nor relieve the Trustor from making regular monthly payments commencing on the first day of the first month following the date of receipt of the award. The
Beneficiary is hereby authorized in the name of the Trustor to execute and deliver valid acquittances for such awards and to appeal from such awards; 


        22.   Upon
default by Trustor in making any monthly payment provided for herein or in the Note secured hereby, and if such default is not made good prior to the due date of
the next such installment, or if Trustor shall fail to perform any covenant or agreement in this Deed of Trust, all sums secured hereby shall, at the option of Beneficiary, be deemed to have become
immediately due and payable, and shall thereupon be collectable by foreclosure of this Deed of Trust. In the event of default, Trustee hereunder shall, and is hereby authorized and empowered to, cause
the property to be sold when given notice to do so by Beneficiary after such default, which notice Trustee shall cause to be duly filed for record; 










        23.   After
the lapse of such time as may then be required by law following the recordation of said notice of defaults, and notice of sale having been given as then required
by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may
determine at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public
announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the
purchaser its Deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in the Deed of any matters or facts shall be conclusive proof of the
truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary, may purchase at the sale. The Trustee shall apply the proceeds of sale to payment of (1) the expenses of such sale,
together with the reasonable expenses of this trust including therein reasonable Trustee's fees or attorney's fees for conducting the sale, and the actual cost of publishing, recording, mailing and
posting notice of the sale; (2) the cost of any search and/or other evidence of title procured in connection with such sale and revenue stamps on Trustees' Deed; (3) all sums expended
under the terms hereof, not then repaid, with accrued interest at the rate specified in said note; (4) all other sums then secured hereby; and (5) the remainder, if any, to the person or
persons legally entitled thereto; 


        24.   Beneficiary
may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and
without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and
substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed, and its place of record, which, when duly recorded in the proper office of the county or
counties in which the property is situated, shall be conclusive proof of proper appointment of the successor trustee. 


        25.   The
pleading of any statute of limitations as a defense to any and all obligations secured by the Deed is hereby waived to the full extent permissible by law; 



        26.   Upon
written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of the Deed of Trust and said Note to Trustee for
cancellation and retention and upon payment of its fees, Trustee shaft reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or fact shall be
conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto;" 


        27.   The
trust created hereby is irrevocable by Trustor; 


        28.   This
Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and
assigns. The term "Beneficiary" shall include not only the original Beneficiary hereunder but also any future owner and holder including pledgees, of the Note secured hereby. In this Deed, whenever
the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. All obligations of each Trustor hereunder are joint and several; 


        29.   Trustee
accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the
Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action of proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by
Trustee; 


        30.   Notwithstanding
any other provision contained herein or in the Note, it is agreed that the execution of the Note shall impose no personal liability upon the Trustor for
payment of the indebtedness evidenced thereby and in the event of a default, the holder of the Note shall look solely to the property subject to this Deed of Trust and/or any Security Agreement in
connection herewith and to the rents, issues and profits thereof in satisfaction of the indebtedness evidenced by the Note and will not seek or obtain any deficiency or personal judgment against the
Trustor except such 










judgment
or decree as may be necessary to foreclose or bar its interest in the property subject to this Deed of Trust and all other property mortgaged, pledged, conveyed or assigned to secure payment
of the Note; provided, that nothing in this condition and no action so taken shall operate to impair any obligation of the Trustor under the Regulatory Agreement herein referred to and made a part
hereof; 


        31.   The
Undersigned Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to him at the mailing address opposite his name
hereto. Failure to insert such address shall be deemed a waiver of any request hereunder for a copy of such notices. 


Mailing Address for Notices: 



	Name of Trustor:	 	Ensign Southland LLC, a Nevada limited liability company
	

Street and Number:	
 	

32232 Paseo Adelanto, Suite 100
	

City and State:	
 	

San Juan Capistrano, CA 92675












        IN WITNESS WHEREOF the Trustor has caused its name to be hereunto subscribed on the day and year herein first above written. 



	 	 	Ensign Southland LLC, a Nevada limited liability company
	

 	
 	

By:	
 	

The Ensign Group, Inc., a Delaware corporation, sole Member and manager
	

 	
 	

 	
 	

By:	
 	

/s/  CHRISTOPHER R. CHRISTENSEN      
 Christopher R. Christensen, President








	State of California	 	)	 	 
	 	 	) ss.	 	 
	County of Los Angeles	 	)	 	 





        On
this 26th day of January, 2001, before me, the undersigned, a notary public in and for said state, personally appeared Christopher R. Christensen, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his
signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. 


        WITNESS
my hand and official seal. 



	



/s/  MARCUS PAXMAN      
	 	MARCUS PAXMAN

Comm. # 1271645

NOTARY PUBLIC—CALIFORNIA
	Signature





Marcus Paxman
 (print name)	 	Orange County

My Comm. Expires July 23, 2004









EXHIBIT A  


Parcel A:  


        Parcel 2 of Parcel Map No. 4433, in the City of Norwalk, County of Los Angeles, State of California, as per the map recorded in Book 52 Page 64 of Parcel
Maps, in—the Office of the County Recorder of said County. 


Parcel B:  


        A non-exclusive easement for parking on that property described as Parcel I of Parcel Map No. 4433 in the City of Norwalk, in the County of Los
Angeles, State of California, as per map recorded in Book 52 Page 64 of Parcel Maps, in the Office of the County Recorder of said County, disclosed by that certain document entitled Reciprocal Parking
Agreement recorded February 2, 1996 as Inst. No. 96-197911, Official Records.