Exhibit
10.6


 


GUARANTY
OF MASTER LEASE


 


THIS
GUARANTY OF MASTER LEASE (this “Guaranty”) is made effective as of June 10, 2021, by ASSISTED 4 LIVING, INC.,
a Nevada corporation (“Guarantor”), in favor of CTR PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”).


 


RECITALS


 


A.
Landlord and Greenside Healthcare Properties, LLC, a Florida limited liability company (“Tenant”), have entered into
that certain Master Lease dated as of August 1, 2019 (the “Lease”). All initially capitalized terms used and not otherwise
defined herein shall have the same meanings given such terms in the Lease.


 


B.
Trillium Healthcare Group, LLC, a Florida limited liability company (“Current Guarantor”) has entered into that certain
Guaranty of Master Lease dated August 16, 2019 in favor of Landlord and pursuant to which Current Guarantor guarantees the payment and
performance of Tenant’s obligations under the Lease.


 


C.
Fairway Healthcare Partners, LLC, a Florida limited liability company (“Fairway”) directly owns 100% of the ownership
interests in Tenant. Current Guarantor directly owns 100% of the ownership interests in Fairway. Tenant and Current Guarantor have requested
that Landlord consent to the sale by Current Guarantor of 100% of the ownership interests in Fairway from Current Guarantor to Guarantor
(the “Change of Control Transaction”). Landlord, Tenant and Current Guarantor have entered into that certain Consent
Agreement and Amendment to Master Lease dated on or about the date hereof (the “Consent Agreement”).


 


D.
Guarantor acknowledges and agrees that this Guaranty is given in accordance with the requirements of the Consent Agreement and that Landlord
would not have been willing to consent to the Change of Control Transaction unless Guarantor was willing to execute and deliver this
Guaranty.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of Landlord entering into the Consent Agreement, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Guarantor agrees as follows:


 


1.
Guaranty. Guarantor hereby absolutely and unconditionally guarantees to Landlord the following
(collectively, the “Guaranteed Obligations”):


 


(a)
payment in full by Tenant of all Rent (including, without limitation, Base Rent and Additional Rent) and other amounts due under the
Lease in the manner and at the time prescribed in the Lease;


 


(b)
the full, complete and timely performance by Tenant of all covenants, indemnities and other obligations under the Lease, including, without
limitation, any indemnity or other obligations of Tenant that survive the expiration or earlier termination of the Lease;


 


(c)
the accuracy and truthfulness in all material respects of all of the representations and warranties made by Tenant under the Lease; and


 




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(d)
all costs of collection or enforcement incurred by Landlord in exercising any remedies provided for in the Lease, whether at law or in
equity, with respect to the matters set forth in clauses (a) through (c), inclusive, above.


 


2.
Performance by Guarantor. If any Rent or other amount due under the Lease shall not be
paid, or any obligation not performed as required by the Lease, then upon demand by Landlord, Guarantor shall pay, within ten (10) days
of demand by Landlord, such sums and perform such obligations as required by the Lease, without regard to:


 


(a)
any defense, set-off or counterclaim which Guarantor or Tenant may have or assert;


 


(b)
whether Landlord shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights
against Tenant or any other person to collect all or any part of such sums, either pursuant to the provisions of the Lease or at law
or in equity (it being understood that this is a guaranty of payment and not collection, and Guarantor’s liability for such payment
shall be primary); or


 


(c)
any other condition or contingency.


 


Guarantor
waives any right of exoneration and any right to require Landlord to make an election of remedies. Guarantor covenants and agrees that
it shall not cause any default under the Lease. Guarantor’s performance or satisfaction of a portion, but not all, of the Guaranteed
Obligations shall in no way limit, affect, modify or abridge Guarantor’s obligation for that portion of the Guaranteed Obligations
which is not performed, and Landlord shall have the right to designate the manner in which any payments made by Tenant under the Lease
or by Guarantor pursuant to this Guaranty are applied to the Guaranteed Obligations. Without in any way limiting the generality of the
foregoing, if Landlord receives payment for, or is awarded a judgment in any suit brought to enforce Guarantor’s covenant to perform,
a portion of the Guaranteed Obligations, such payment or judgment shall in no way be deemed to release Guarantor from its covenant to
perform or satisfy any portion of the Guaranteed Obligations which is not satisfied by such payment or collection of such judgment.


 


3.
Guarantor’s Representations and Warranties. Guarantor hereby represents and warrants
to Landlord that:


 


(a)
this Guaranty constitutes a legal, valid, and binding obligation of Guarantor and is fully enforceable against Guarantor in accordance
with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application
and of legal or equitable principles generally and covenants of good faith and fair dealing;


 


(b)
Guarantor is the direct or indirect owner of all of the ownership interests of each Tenant; and


 


(c)
this Guaranty is duly authorized, executed and delivered by and binding upon Guarantor.


 


Any
material breach by Guarantor of the representations and warranties set forth herein shall be a default under this Guaranty.


 




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4.
Waiver. Guarantor hereby knowingly, voluntarily and unequivocally waives:


 


(a)
all notice of acceptance hereof, protest, demand and dishonor, presentment and demands of any kind now or hereafter provided for by any
statute or rule of law;


 


(b)
any and all requirements that Landlord institute any action or proceeding, or exhaust any or all of Landlord’s rights, remedies
or recourse, against Tenant or anyone else as a condition precedent to bringing an action against Guarantor under this Guaranty, it being
expressly agreed that the liability of Guarantor hereunder shall be primary and not secondary;


 


(c)
any defense arising by reason of any disability, insolvency, bankruptcy, lack of authority or power, death, insanity, minority, dissolution
or any other defense of Tenant, its successors and assigns, Guarantor or, if applicable, any other guarantor of the Guaranteed Obligations
(even though rendering same void, unenforceable or otherwise uncollectible), it being agreed that Guarantor shall remain liable hereon
regardless of whether Tenant or any other such person be found not liable thereon for any reason;


 


(d)
the benefits of any and all statutes, laws, rules or regulations applicable in the State that may require the prior or concurrent joinder
of any other party to any action on this Guaranty or which may require the exhaustion of remedies prior to a suit on this Guaranty, all
as amended from time to time;


 


(e)
any claim Guarantor might otherwise have against Landlord by virtue of Landlord’s invocation of any right, remedy or recourse permitted
it hereunder, under the Lease or otherwise available at law or equity;


 


(f)
any failure, omission, delay or lack on the part of Landlord or Tenant to enforce, assert or exercise any right, power or remedy conferred
on Landlord or Tenant in the Lease or this Guaranty or any action on the part of Landlord granting a waiver, indulgence or extension
to Tenant or Guarantor;


 


(g)
the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of Tenant, marshaling
of assets or liabilities, receiverships, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of, or other similar proceeding affecting Tenant or any of its assets, or the disaffirmance of the Lease
in any such proceeding;


 


(h)
any release or other reduction of the Guaranteed Obligations arising as a result of the expansion, release, substitution or replacement
(whether or not in accordance with terms of the Lease) of the Premises or any portion thereof; and


 


(i)
any release or other reduction of the Guaranteed Obligations arising as a result of the release, substitution or replacement of any letter
of credit issued and outstanding pursuant to the Lease.


 


This
Guaranty shall apply notwithstanding any extension or renewal of the Lease, or any holdover following the expiration or termination of
the Term or any renewal or extension of the Term.


 




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5.
Financial Statements and Legal Proceedings. Guarantor represents and warrants that the financial statements heretofore given to
Landlord by or on behalf of Guarantor:


 


(a)
have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered thereby;


 


(b)
are true and correct in all material respects;


 


(c)
present fairly the results of operations of Guarantor for the respective periods covered thereby; and


 


(d)
reflect accurately, in all material respects, the books and records of account of Guarantor as of such dates and for such periods.


 


Subject
to the foregoing, Guarantor hereby warrants and represents unto Landlord that any and all balance sheets and other financial statements
and data, which have heretofore been given to Landlord with respect to Guarantor, fairly and accurately present the financial condition
of such Guarantor through the periods and as of the date set forth therein.


 


6.
Subsequent Acts. Without notice to, consideration to, or the consent of, Guarantor:


 


(a)
the Lease, and Tenant’s rights and obligations thereunder, may be modified, amended, renewed, assigned or sublet;


 


(b)
any additional parties who are or may become liable for the Guaranteed Obligations may hereafter be released from their liability hereunder
and thereon; and/or


 


(c)
Landlord may take, or delay in taking or refuse to take, any and all action with reference to the Lease (regardless of whether same might
vary the risk or alter the rights, remedies or recourse of Guarantor), including specifically the settlement or compromise of any amount
allegedly due thereunder.


 


This
Guaranty is a continuing guarantee and will remain in full force and effect notwithstanding the occurrence of any of the foregoing acts
and no such act shall in any way release, diminish, or affect the absolute nature of Guarantor’s obligations and liabilities hereunder.
Guarantor’s obligations and liabilities under this Guaranty are primary, absolute and unconditional under any and all circumstances
and until the Guaranteed Obligations are fully and finally satisfied, such obligations and liabilities shall not be discharged or released,
in whole or in part, by any act or occurrence which might, but for this Section 6, be deemed a legal or equitable discharge or
release of Guarantor.


 


7.
Subordination. If for any reason whatsoever Tenant now or hereafter becomes indebted to
Guarantor or any Affiliate of Guarantor, such indebtedness and all interest thereon shall at all times be subordinate in all respects
to the Guaranteed Obligations. Notwithstanding anything to the contrary contained in this Guaranty or any payments made by Guarantor,
Guarantor shall not have any right of subrogation in or under the Lease or to participate in the rights and benefits accruing to Landlord
thereunder, all such rights of subrogation and participation, together with all of the contractual, statutory, or common law rights which
Guarantor may have to be reimbursed for any payments Guarantor may make to, or performance by Guarantor of any of the Guaranteed Obligations
for the benefit of, Landlord pursuant to this Guaranty, being hereby expressly waived and released.


 




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8.
Remedies Cumulative. All rights, remedies and recourse afforded to Landlord by reason of this Guaranty, or otherwise,
are separate and cumulative and may be pursued separately, successively or concurrently, as occasion therefor shall arise and are non-exclusive
and shall in no way limit or prejudice any other legal or equitable right, remedy or recourse which Landlord may have.


 


9.
Notices. All notices and demands, certificates, requests, consents, approvals and other similar instruments under this
Guaranty shall be in writing and sent by personal delivery, U. S. certified or registered mail (return receipt requested, postage prepaid)
or FedEx or similar generally recognized overnight carrier regularly providing proof of delivery, addressed as follows:


 


	If
    to Guarantor:	If
    to Landlord:
	 	 
	Assisted
    4 Living, Inc. 	c/o
    CareTrust REIT, Inc.
	5115
    FL-64	905
    Calle Amanecer, Suite 300
	Bradenton,
    Florida 34208	San
    Clemente, California 92673
	Attn:
    Louis Collier, CEO	Attn:
    Gregory K. Stapley, CEO
	 	Attn:
    James Callister, General Counsel
	With
    a copy to:	 
	 	With
    a copy to:
	Bass,
    Berry & Sims PLC	 
	150
    Third Avenue South, Ste. 2800	Sherry
    Meyerhoff Hanson & Crance LLP
	Nashville,
    Tennessee 37201	520
    Newport Center Drive, Suite 1400
	Attn:
    Angela Humphreys	Newport
    Beach, California 92660 Attn:
	Attn:
    Price Wilson	Kyle
    Bennion
	 	 
	If
    to Guarantor:	If
    to Landlord:
	 	 
	Assisted
    4 Living, Inc.	c/o
    CareTrust REIT, Inc.
	2382
    Bartek Place	905
    Calle Amanecer, Suite 300
	North
    Port, Florida 34289	San
    Clemente, California 92673
	Attn:
    Roger Tichenor	Attn:
    Gregory K. Stapley, CEO
	 	Attn:
    James Callister, General Counsel
	With
    a copy to:	 
	 	With
    a copy to:
	Bass,
    Berry & Sims PLC	 
	150
    Third Avenue South, Ste. 2800	Sherry
    Meyerhoff Hanson & Crance LLP
	Nashville,
    Tennessee 37201	520
    Newport Center Drive, Suite 1400
	Attn:
    Angela Humphreys	Newport
    Beach, California 92660 Attn:
	Attn:
    Price Wilson	Kyle
    Bennion


 


A
party may designate a different address by notice as provided above. Any notice or other instrument so delivered (whether accepted or
refused) shall be deemed to have been given and received on the date of delivery established by U.S. Post Office return receipt or the
carrier’s proof of delivery or, if not so delivered, upon its receipt. Delivery to any officer, general partner or principal of
a party shall be deemed delivery to such party.


 




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10.
Miscellaneous.


 


(a)
Attorneys’ Fees. If Guarantor or Landlord brings an action or other proceeding against the other to enforce any of the terms,
covenants or conditions hereof, or by reason of any breach or default hereunder, the party prevailing in any such action or proceeding
and any appeal thereupon shall be paid all of its costs and reasonable outside attorneys’ fees incurred therein.


 


(b)
Severability. If any term or provision of this Guaranty or any application thereof shall be held invalid or unenforceable, the remainder
of this Guaranty and any other application of such term or provision shall not be affected thereby.


 


(c)
Successors and Assigns. This Guaranty may be enforced as to any one or more breaches either separately or cumulatively, shall inure
to the benefit of Landlord (and its successors and assigns) and shall be binding upon Guarantor (and its successors and assigns). All
references herein to “Landlord” shall mean the above-named Landlord and any subsequent owner of Landlord’s interest
in the Lease. No transfer by Guarantor of its obligations hereunder shall operate to release Guarantor from such obligations.


 


(d)
Governing Law; Jury Waiver. This Guaranty shall be governed by and construed and enforced in accordance with the internal laws of
the State of Maryland, without regard to the conflict of laws rules thereof. EACH OF GUARANTOR AND LANDLORD, BY ITS ACCEPTANCE HEREOF,
WAIVES ANY RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER IN CONNECTION
WITH ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY.


 


(e)
Entire Agreement. This Guaranty constitutes the entire agreement of the parties with respect to the subject matter hereof, and may
not be changed or modified except by an agreement in writing signed by the parties.


 


(f)
Headings. All titles and headings to sections, articles or other subdivisions of this Guaranty are for convenience of reference only
and shall not in any way affect the meaning or construction of any provision.


 


(g)
Counterparts. This Guaranty may be executed in any number of counterparts, each of which shall be a valid and binding original, but
all of which together shall constitute one and the same instrument. Executed copies hereof may be delivered by telecopier, email or other
electronic means and upon receipt will be deemed originals and binding upon the parties hereto, regardless of whether originals are delivered
thereafter.


 


(h)
Interpretation. Guarantor has been represented by counsel and this Guaranty and every provision hereof has been freely and fairly
negotiated. Consequently, all provisions of this Guaranty shall be interpreted according to their fair meaning and shall not be strictly
construed against any party. Whenever the words “including”, “include” or “includes” are used in
this Guaranty, they shall be interpreted in a non-exclusive manner as though the words “without limitation” immediately followed.
Whenever the words “herein,” “hereof” and “hereunder” and other words of similar import are used
in this Guaranty, they shall be interpreted to refer to this Guaranty as a whole and not to any particular article, section or other
subdivision. Whenever the words “day” or “days” are used in this Guaranty, they shall mean “calendar day”
or “calendar days” unless expressly provided to the contrary. All references in this Guaranty to designated “Articles,”
“Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Guaranty.


 




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(i)
Time of Essence. Time is of the essence of this Guaranty and each provision hereof in which time of performance is established and
whenever action must be taken (including the giving of notice or the delivery of documents) hereunder during a certain period of time
or by a particular date that ends or occurs on a day that is not a Business Day, then such period or date shall be extended until the
immediately following Business Day.


 


(j)
Confirmation. At any time, and at the request of Landlord, Guarantor shall execute and deliver to Landlord a certificate ratifying
and confirming all of Guarantor’s obligations and liabilities under this Guaranty.


 


(k)
Benefit to Guarantor. Guarantor acknowledges that it will benefit from the execution of the Consent Agreement and the continued existence
of the Lease, and Guarantor further acknowledges that Landlord will be relying upon Guarantor’s guarantee, representations, warranties
and covenants contained herein and that Landlord would not have been willing to enter into the Consent Agreement unless Guarantor was
willing to execute and deliver this Guaranty.


 


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EXECUTED
as of the date first set forth above.


 


	 	GUARANTOR:
	 	 	 
	 	ASSISTED
4 LIVING, INC.,
	 	a
Nevada corporation
	 	 	 
	 	By:	/s/
    Louis Collier  
	 	Name:	Louis
    Collier
	 	Title:	Chief
    Executive Officer


 





Signature Page to
Guaranty of Master Lease