Exhibit 10.23


 


MASTER LEASE


 


This “Master Lease” is entered into as of March 31,
2010 (the “Effective Date”)  between Theriac Rollup, LLC, a Florida
limited liability company and its undersigned wholly-owned subsidiaries (“Landlord”),  and, collectively, and each of the undersigned entities
identified as “Tenant”, for the
real properties and improvements thereon (collectively, the “Facilities”)  set forth on Schedule 1, as legally described on Exhibit A,
(the “Premises”),  each used as a radiation or oncology related
medical office building (individually as so utilized, as such utilization may
be changed pursuant to Section 7.1 (a) and collectively, the “Business”).  Pursuant to its concurrent Guaranty,
Radiation Therapy Services, Inc., a Florida corporation (“Guarantor”)  has guaranteed Tenant’s obligations
hereunder. In consideration of the mutual covenants, conditions and agreements
set forth herein, Landlord hereby leases the Premises to Tenant for the Term
upon the terms and conditions provided below. Certain capitalized terms used in
this Master Lease are defined on Exhibit E.


 


RECOGNITION OF MASTER LEASE; 

IRREVOCABLE WAIVER OF CERTAIN RIGHTS


 


Tenant and Landlord each
acknowledge and agree that the terms and conditions of this Master Lease
constitute a single, indivisible lease of the entire Premises and shall be
uniformly applied to the Facilities and the Premises. The Minimum Rent,
Additional Rent, other amounts payable hereunder and all other provisions
contained herein have been negotiated and agreed upon based on the intent to
lease the entirety of the Premises as a single and inseparable transaction
pursuant to this Master Lease, and such Minimum Rent, Additional Rent, other
amounts and other provisions would have been materially different had the parties
intended to enter into separate leases for each of the Facilities or Premises.


 


Tenant and Guarantor each
acknowledge and agree that Landlord is entering into this Master Lease as an
accommodation to Tenant and Guarantor. Each of the entities comprising Tenant
and Guarantor, in order to induce Landlord to enter into this Master Lease, to
the extent permitted by law:


 


A.       Agrees, acknowledges and is
forever estopped from asserting to the contrary that the statements set forth
in the first sentence of this Section are true, correct and complete;


 


B.        Agrees, acknowledges and is
forever estopped from asserting to the contrary that this Master Lease is a new
and de novo lease, which supersedes and replaces in its entirety any existing
or prior occupancy lease between the Tenant and the Landlord or between any of
the entities comprising Tenant and any of the entities comprising Landlord that
may have existed prior to the date hereof;


 


C.        Agrees, acknowledges and is
forever estopped from asserting to the contrary that this Master Lease is a
single lease pursuant to which the collective Premises are demised to the
Tenant pursuant to the terms and conditions of this Master Lease;


 


D.       Agrees, acknowledges and is
forever estopped from asserting to the contrary that if, notwithstanding the
provisions of this Section, this Master Lease were to be determined or found to
be in any proceeding, action or arbitration under state or federal bankruptcy,
insolvency, debtor-relief or other applicable laws to constitute multiple leases
demising multiple properties, such multiple leases could not, by the debtor,
trustee, or any other party, be selectively or individually assumed, rejected
or assigned; and


 

















 


E.        Forever knowingly waives and
relinquishes any and all rights under or benefits of the provisions of the
Federal Bankruptcy Code Section 365 (11 U.S.C. § 365), or any successor or
replacement thereof or any analogous state law, to selectively or individually
assume, reject or assign the multiple leases comprising this Master Lease
following a determination or finding in the nature of that described in the
foregoing Section D.


 


Landlord, i.e., Theriac
Rollup, LLC, and its undersigned wholly-owned subsidiaries, acknowledges that
each separate parcel of real property and improvements thereon comprising the
Facilities and Premises is owned by one of the undersigned wholly-owned
subsidiaries. With respect to this Master Lease and exercise of the rights of
Landlord and discharge of the duties and obligations of Landlord with respect
to the Facilities and Premises owned by Landlord, each of the undersigned
wholly-owned subsidiaries of Theriac Rollup, LLC hereby appoints Theriac
Rollup, LLC as its agent with power of attorney, coupled with an interest, to
collect rents, to exercise all of the other rights of Landlord and to perform
and discharge any and all duties and obligations of Landlord under this Master
Lease with respect to the Facilities and Premises owned by such undersigned
wholly-owned subsidiary of Theriac Rollup, LLC. Each said agency and power of
attorney is irrevocable for the term of this Master Lease. Any act of Theriac
Rollup, LLC as agent or attorney-in-fact for any one or more of the undersigned
wholly-owned subsidiaries of Theriac Rollup, LLC may be relied upon by Tenant as
the act of such undersigned wholly-owned subsidiary or subsidiaries.


 


With respect to this Master
Lease and exercise of the rights of Tenant and discharge of the duties and
obligations of Tenant with respect to the Facilities and Premises occupied by
Tenant, certain of the undersigned entities identified as “Tenant” have
heretofore or do hereby appoint Guarantor as their agent with power of
attorney, coupled with an interest, to pay rent and to exercise all of the
other rights of Tenant and to perform and discharge any and all duties and
obligations of Tenant under this Master Lease with respect to the Facilities
and Premises occupied by such undersigned entity. Any act of Guarantor as agent
or attorney-in-fact for any one or more of the undersigned Tenant entities may
be relied upon by Landlord as the act of such entity. The Tenant entities which
have appointed or which do hereby appoint Guarantor as their
attorney-in-fact/agent are indentified in Section 21 below.


 


1.        Term. The “Term” of this Master Lease is the Initial Term plus all Renewal Terms, and a “Lease Year”
is the twelve month period commencing on April 1 of each year of the Term.
The first Lease Year shall commence on April 1, 2010 and end on March 31,
2011. The “Initial Term” commences on April 1, 2010 and ends on March 31,
2025, and may be extended for four (4) separate “Renewal Terms” of five (5) years
each if: (a) at least twelve (12), but
not more than fifteen (15) months prior to the end of the then current Term,
Tenant delivers to Landlord a “Renewal Notice” that it desires to exercise its
right to extend this Master Lease for one (1) Renewal Term; and (b) there
is no Event of Default on the date Landlord receives the Renewal Notice (the “Exercise
Date”) or on the last day of the then current Term. Notwithstanding the
foregoing, with respect to any portion of the Premises located in the State of
California, in no event shall the Term of this Master Lease exceed thirty-four
(34) years and three hundred sixty-four (364) days.


 


2.        Rent. During the Term, Tenant shall pay Landlord “Rent”
consisting of “Minimum Rent” plus “Additional Rent” determined as
provided in this Section 2; provided, the Rent for any Lease Year
shall not be less than one hundred percent (100%) of the Rent for the previous
Lease Year. The Rent for any month that begins or ends on other than the first
or last day of a calendar month shall be prorated based on actual days elapsed.


 


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2.1      Initial Term Rent. During the Initial Term, “Minimum Rent” is
$11,986,954.00 annually, payable in advance in twelve (12) equal monthly
installments. Commencing with the second (2nd) Lease Year and continuing thereafter during the
Term (excluding the first Lease Year of any Renewal Term), Tenant agrees to pay
“Additional Rent” to Landlord monthly in advance together with the payment of
Minimum Rent. Such Additional Rent (which shall be expressed as an annual
amount but shall be payable in equal monthly installments) shall be equal to
the sum of (A) the Additional Rent (if any) due for the immediately
preceding Lease Year and (B) the product of (i) the Minimum Rent and
Additional Rent due for the immediately preceding Lease Year and (ii) the
percentage increase, if any, in the CPI (as herein defined) from the first day
of the immediately preceding Lease Year to the last day of the immediately
preceding Lease Year. Tenant shall pay the Additional Rent to Landlord for the
period of time elapsing between the anniversary date and notice of such increase
upon request by Landlord. Thereafter the increase shall be payable equally with
the regular Minimum Rent payments. In no event shall a decrease in the CPI
result in a decrease in the Minimum Rent and Additional Rent payable under the
terms of this Master Lease.


 


2.2      Renewal Term Rent. To establish a fair market Minimum Rent for the
Premises during the Renewal Terms, the Minimum Rent for the Renewal Terms shall
be reset and expressed as an annual amount equal to the greater of: (i) one
hundred three percent (103%) of the Minimum Rent due for the immediately
preceding Lease Year, or (ii) the Fair Market Rent of the Premises on the
Exercise Date as established pursuant to Exhibit C, provided,
however, in no event shall the Minimum Rent for the Premises during the first
Lease Year of such Renewal Term(s) be greater than one hundred ten percent
(110%) of the Minimum Rent and Additional Rent for the immediately preceding
Lease Year. The Minimum Rent for the Premises during the fourth Renewal Term,
if any, shall be reset and expressed as an annual amount equal to the Fair
Market Rent of the Premises on the Exercise Date. Commencing with the second (2nd) Lease Year of a Renewal
Term and continuing each Lease Year of such Renewal Term thereafter, “Additional
Rent” shall be calculated as provided in Section 2.1 and as so calculated
shall be payable in monthly installments throughout the remainder of such
Renewal Term.


 


2.3      Payment Terms. All Rent and other payments to Landlord shall be
paid by wire transfer or ACH (Automated Clearing House) only. Minimum Rent and
Additional Rent shall be paid in advance in equal monthly installments on or
before the first (1st)
Business Day of each calendar month.


 


2.4      Absolute Net Lease. All Rent payments shall be absolutely net to Landlord,
free of any and all Taxes, Other Charges, and operating or other expenses of
any kind whatsoever, all of which shall be paid by Tenant. Tenant shall
continue to perform its obligations under this Master Lease even if Tenant
claims that it has been damaged by Landlord. Thus, Tenant shall at all times
remain obligated under this Master Lease without any right of setoff,
counterclaim, abatement, deduction, reduction or defense of any kind. Tenant’s
sole right to recover damages against Landlord under this Master Lease shall be
to prove such damages in a separate action.


 


3.        Late Charges. The late payment of Rent or other amounts due will
cause Landlord to lose the use of such money and incur administrative and other
expenses not contemplated under this Master Lease. While the exact amount of
the foregoing is extremely difficult to ascertain, the parties agree that as a
reasonable estimate of fair compensation to Landlord, if any Rent or other
amount is not paid within (i) five (5) days after the due date for such
payment, then Tenant shall thereafter pay to Landlord on demand a late charge equal to three percent (3%) of such delinquent
amounts, and (ii) ten


 


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(10) days
after the due date for such payment, such unpaid amount shall accrue interest from such date at the “Agreed Rate” of five percent (5%) plus the
prime rate of interest as published in the Wall Street Journal on the eleventh (1lth)
day after the due date for such payment.


 


4.        Intentionally Omitted.


 


5.        Taxes and Other Charges. At the end of the Term, all Taxes and Other Charges
shall be prorated. If Tenant has prepaid any Taxes or Other Charges for periods
extending beyond the end of the Term, Landlord shall, within forty-five (45)
days of the expiration of the Term, reimburse Tenant for such Taxes and Other
Charges, which obligation shall survive the expiration or earlier termination
of this Lease. Landlord shall promptly forward to Tenant copies of all bills
and payment receipts for Taxes or Other Charges received by it. At the end of
the Term, Subject to Section 5.1 and Landlord’s obligations to make
payments from the Tax Impound as defined therein, Tenant shall pay and
discharge (including the filing of all required returns), prior to delinquency
or imposition of any fine, penalty, interest or other cost (“Penalty”)  the following: (i) “Taxes”,
consisting of any property (real and personal) and other taxes and
assessments levied or assessed with respect to this Master Lease or any portion
of the Premises, including, without limitation, any state or county occupation
tax, transaction privilege, franchise taxes, business privilege, rental tax or
other excise taxes, and other assessments levied or assessed against the
Premises, Tenant’s interest therein or Landlord (with respect to this Master
Lease and/or the Premises, but excluding any local, state or federal income tax
based upon the net income or excess profits of Landlord, any capital gains tax
imposed on Landlord in connection with the sale of all or any portion of the
Premises to any Person and any transfer tax or stamps for Landlord’s transfer
of any interest in any portion of the Premises to any Person other than Tenant
or any of its Affiliates), which shall be borne by Landlord, and (ii) “Other Charges”, consisting of
any utilities, common area maintenance, and other costs and expenses of the
Business and operation, possession or use of any portion of the Premises and
all other charges, obligations or deposits assessed against any portion of the
Premises during the Term. Tenant may pay all of any portion of the Taxes or the
Other Charges in permitted installments (whether or not interest accrues on the
unpaid balance) when due and before any Penalty. Tenant will furnish to
Landlord, promptly after demand therefore, proof of payment of Taxes and Other
Charges which are paid by Tenant.


 


5.1      Protests. Each party has the right, but not the obligation, in
good faith to protest or contest (a “Protest”)  in whole or in part (i) the amount or payment of any Taxes
or Other Charges and (ii) the
existence, amount or validity of any Lien (as defined in Section 8.1)
by appropriate proceedings sufficient to prevent its collection or other
realization and the sale, forfeiture or loss of any portion of the Premises or
Rent to satisfy it (so long as, in the case of any Protest or contest by
Tenant, Tenant provides Landlord with reasonable security to assure the
foregoing, which security may take the form of a title indemnity (in a form
reasonably acceptable to Landlord and from a national title insurance company
reasonably acceptable to Landlord) or payment of the amount due the lien
claimant), provided that if as a result of any Protest initiated by Landlord,
such Taxes, Other Charges or the amount of any Lien increases above the
protested amount, such increase shall be borne exclusively by Landlord. Each
party shall diligently prosecute any such Protest initiated by it at its sole
cost and expense. In connection with any Protest that Tenant is diligently
pursuing regarding Taxes, subject to Landlord’s obligation to make payments
from the Tax Impound pursuant to Section 5.2, Tenant shall pay the
Taxes that are the subject of such Protest before the imposition of any
Penalty. In connection with any Protest that Tenant is diligently pursuing
regarding any Other Charges or Liens, Tenant shall pay such Other Charges or
pay such Liens (or otherwise cause them to be removed) before any part of the
Premises or any Rent


 


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therefrom or interest
therein is in any danger of being sold, forfeited, attached or lost. At Tenant’s
sole cost and expense, Landlord will cooperate fully in any Protest that
involves an amount assessed against it and, at Tenant’s request, in the case of
any Protest in which Tenant is prohibited from solely prosecuting such
proceedings by applicable law.


 


5.2      Impound. Tenant shall include with each Minimum Rent payment
a deposit of one-twelfth (l/12th) of the amount required to discharge the annual
amount of real property Taxes secured by a Lien encumbering any portion of the
Premises (“Real Property Taxes”)  as and when they become due (the “Tax Impound”).  The amounts held by Landlord in the Tax
Impound shall be applied by Landlord directly to the payment of the Taxes in a
timely fashion and prior to the imposition of any Penalty, and, except if
resulting from insufficient funds in the Tax Impound, if any Penalty results
from Landlord’s failure to timely make any such payment, such Penalty shall be
paid by Landlord. The Tax Impound shall be calculated on the basis of the most
recent available levy applied to the most recent available assessment of Real
Property Taxes. The Tax Impound shall not be held by Landlord in trust or as an
agent of Tenant, but rather shall be applied by Landlord to the Taxes. The Tax
Impound shall earn interest on an annual basis based upon the average interest
earned during such year by Landlord on its cash deposits. Interest earned on
the Tax Impound for a given Lease Year shall, at Tenant’s election either (a) be paid to Tenant within thirty
(30) days of the end of the Lease Year, or (b) in
the case of (i) a Lease Year that is not the final Lease Year, be credited
against the amount of Tax Impound due from Tenant to Landlord for the first
month (or additional month(s) if such credit exceeds the amount of Tax
Impound due for such first month) of the subsequent Lease Year, or in the case
of (ii) the final Lease Year,
paid to Tenant within thirty (30) days of the expiration of the Term or earlier
termination of this Master Lease. If at any time within thirty (30) days prior to the due date the Tax
Impound shall be insufficient for the payment of the obligation in full, Tenant
shall within ten (10) days after
demand deposit the deficiency with Landlord. If the Tax Impound is in excess of
the actual obligation, at Tenant’s election any excess funds shall either (x) be paid to Tenant within thirty
(30) days of the end of the Lease Year, or (y) in
the case of (1) a Lease Year
that is not the final Lease Year, be credited against the amount of Tax Impound
due from Tenant to Landlord for the first month (or additional month(s) if
such credit exceeds the amount of the Tax Impound due for such first month) of
the subsequent Lease Year, or in the case of (2) the
final Lease Year, paid to Tenant within thirty (30) days of the expiration of
the Term or earlier termination of this Master Lease. Tenant shall forward to
Landlord or its designee all Tax bills, bond and assessment statements as soon
as they are received and receipts for payment of all Taxes required to be paid
by Tenant. If Landlord transfers this Master Lease, it shall transfer the Tax
Impound, and all interest earned thereon, to the transferee, and Landlord shall
thereafter have no liability of any kind with respect thereto.


 


6.        Insurance. All insurance provided for in this Master Lease
shall (i) be maintained under
valid and enforceable policies issued by insurers licensed and approved to do
business in the state(s) where the applicable Facility or portion of the
Premises is located and having general policyholders and financial ratings of
not less than “A-” and “X”, respectively, in the then current Best’s Insurance
Report, (ii) except for
insurance referenced in Section 6(c), 6(d) and Section 6(e),
name Landlord (and, if required, pursuant to the terms of any mortgage
encumbering the Premises, or any part hereof, Landlord’s mortgagee) as an
additional insured and, for the casualty policy referenced in Section 6(a),
as the owner and loss payable beneficiary, (iii) be
on an “occurrence” basis, (iv) cover
all of Tenant’s operations at the applicable Facility or portion of the
Premises, (v) provide that
the policy may not be canceled except upon not less than thirty (30) days prior written notice to Landlord
and (vi) be primary and
provide that any insurance with respect to any portion of the Premises
maintained by Landlord is excess and


 


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noncontributing with Tenant’s
insurance. The parties hereby waive as to each other all rights of subrogation
(other than with respect to Worker’s Compensation Coverage described below)
which any insurance carrier, or either of them, may have by reason of any
provision in any policy issued to them, provided such waiver does not thereby
invalidate such policy. Original policies or satisfactory insurer certificates
evidencing the existence of the insurance required by this Master Lease and
showing the interest of Landlord shall be provided to it prior to the
commencement of the Term or, for a renewal policy, not less than five (5) days prior to the expiration date
of the policy being renewed. If Landlord is provided with a certificate, it may
demand that Tenant provide a complete copy of the related policy within fifteen
(15) days. Tenant may satisfy the
insurance requirements hereunder through coverage under a so-called blanket
policy or policies of insurance carried and maintained by Tenant; provided,
however, that the coverage afforded Landlord will not be reduced or diminished
or otherwise be different from that which would exist under a separate policy
meeting all other requirements of this Master Lease by reason of the use of
such blanket policy of insurance. During the Term, Tenant shall maintain the
following insurance and any claims thereunder shall be adjudicated by and at
the expense of it or its insurance carrier:


 


(a)       Fire and Extended Coverage with respect to
each Facility against loss or damage from all causes under standard “all risk”
property insurance coverage with an agreed amount endorsement (such that the
insurance carrier has accepted the amount of coverage and has agreed that there
will be no co-insurance penalty), without exclusion for fire, lightning,
windstorm, explosion, smoke damage, vehicle damage, sprinkler leakage, flood,
vandalism, earthquake, malicious mischief or any other risks normally covered
under an extended coverage endorsement, in amounts that are not less than the
actual replacement value of such Facility and all Tenant Personal Property
associated therewith (including the cost of compliance with changes in zoning
and building codes and other laws and regulations, demolition and debris
removal and increased cost of construction). Additionally, if any Facility
contains steam boilers, steam pipes, steam engines, steam turbines or other
high pressure vessels, insurance with an agreed amount endorsement (such that
the insurance carrier has accepted the amount of coverage and has agreed that
there will be no co-insurance penalty), covering the major components of the
central heating, air conditioning and ventilating systems, boilers, other
pressure vessels, high pressure piping and machinery, elevators and escalators,
if any, and other similar equipment installed in the Facility, in an amount equal
to one hundred percent (100%) of the full replacement cost of the Facility,
which policies shall insure against physical damage to and loss of occupancy
and use of the Facility arising out of an accident or breakdown covered
thereunder. Notwithstanding any provision to the contrary herein, insurance
coverage for earthquake shall be limited to One Million Dollars ($1,000,000) in
the aggregate for the entire Premises.


 


(b)       Commercial General Public Liability
Coverage with respect to each Facility (including products
liability and broad form coverage) against claims for bodily injury, death or
property damage occurring on, in or about such Facility, affording the parties
protection of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate, which
maximum aggregate limit may be satisfied with the combination of commercial
general public liability coverage and excess and/or umbrella coverage;


 


(c)       Professional Liability Coverage with respect to
each Facility for damages for injury, death, loss of service or otherwise on
account of professional services rendered or which should have been rendered,
in a minimum amount of One Million Dollars ($1,000,000)
per occurrence and Three Million Dollars ($3,000,000) in the aggregate;


 


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(d)       Worker’s Compensation Coverage with respect to
each Facility for injuries sustained by Tenant’s employees in the course of
their employment and otherwise consistent with all applicable legal
requirements;


 


(e)       Business Interruption and Extra
Expense Coverage with respect to each Facility for loss of rental
value for a period not less than one (1) year,
covering perils consistent with the requirements of Section 6(a) and
providing that any covered loss thereunder shall be payable to the Landlord as
its interests may appear, and (A) including either an agreed amount
endorsement or a waiver of any co-insurance provisions, so as to prevent
Tenant, Landlord and any other insured thereunder from being a co-insurer, or (B) if
such insurance contains a coinsurance provision, with a limit greater than or
equal to ten (10) times the amount of annual Minimum Rent and Additional
Rent then payable under this Master Lease; and


 


(f)        Deductibles/Self-Insured
Retentions for the above policies shall not be greater than One
Hundred Twenty Five Thousand Dollars ($125,000.00).  At such times and only so long as policies
of insurance with deductibles or self-insured retentions not greater than One
Hundred Twenty Five Thousand Dollars ($325,000.00) are generally not available
to operators of businesses similar to that then being conducted at the Premises
at commercially reasonable rates, as determined by Landlord in its reasonable
judgment, the deductibles or self-insured retentions on the policies of
insurance required hereunder may be in such greater amount, as determined by
Landlord in its reasonable judgment, that would result in the applicable
policies being available at commercially reasonable rates, not to exceed Two
Hundred Fifty Thousand Dollars ($250,000.00). Notwithstanding the foregoing,
with respect to windstorm/hail coverage, the deductibles/self-insured
retentions for a Facility shall be equal to the greater of (i) such amounts permitted under the
preceding two sentences, (ii) with
respect to only those Facilities located in the State of Florida, $250,000.00,
and (iii) five percent (5%)
of the total insurable value of the applicable Facility.


 


7.        Use, Regulatory Compliance
and Preservation of Business.


 


7.1      Permitted Use.


 


(a)       Tenant shall use, operate and occupy each Facility
as a radiation or oncology related medical office building and treatment
center, and for ancillary services relating thereto, but for no other purpose;
provided, however, that Tenant may, with the written approval of Landlord
(subject to the succeeding sentence, to be granted or withheld in the exercise
of its sole and absolute discretion) change the use of a Facility to a
different use so long as Tenant shall continue to use, operate and occupy such
Facility for a use in the medical services industry. Landlord, upon the written
request of Tenant, shall approve a change in the use of a Facility if the
following conditions are met: (i) the
proposed change in use is for a use in the medical services industry, (ii) Tenant has obtained and provided
to Landlord appraisals (prepared by an appraiser reasonably acceptable to
Landlord) that take into account the proposed change in use and that
demonstrate to Landlord’s reasonable satisfaction that the fair market value of
such Facility after the change in use will not result in a material reduction
of the fair market value of the Facility, and (iii) Tenant
has obtained or agrees to obtain prior to such change in use all licenses, certificates,
permits and all other approvals required by law in connection with operating
the Facility for the proposed new use. Tenant shall operate each Facility and
the Business conducted thereon in a manner consistent with all applicable laws.


 


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(b)       Tenant shall continuously and uninterruptedly use,
operate and occupy each Facility throughout the Term; provided, however, that (i) Tenant may close down the
operations of a Facility in connection with Tenant’s refurbishing, upgrading,
or changing the permitted use of such Facility for a commercially reasonable
amount of time required to complete such refurbishment, upgrades, or change in
use; but in no event shall such period of time exceed two hundred seventy (270)
days, and (ii) subject to the Tenant’s restoration obligations contained
in this Master Lease, Sections 17 and 18, a Facility may be temporarily
closed down to the extent and for the period of time such Facility is
untenantable by reason of fire or other casualty or condemnation.


 


7.2      Regulatory Compliance. Tenant, each Facility and the other portions of the Premises shall be
subject to all CC&R’s promulgated by, or for the benefit of, condominium or
other such associations or entities, as the same may be amended from time to
time and Tenant, each Facility and the other portions of the Premises shall
comply in all material respects with all of such CC&R’s, as well as all
licensing and other laws and other use or maintenance requirements applicable
to the Business conducted thereon and, to the extent applicable, all Medicare,
Medicaid and other third-party payor certification requirements, including
timely filing properly completed cost and other required reports, timely paying
all expenses shown thereon, and ensuring that each Facility, to the extent
required in connection with the then permitted use pursuant to Section 7.1
(a), continues to be fully certified for participation in Medicare and
Medicaid throughout the Term. Further, Tenant shall not commit any act or
omission that would in any way violate any certificate of occupancy affecting
any Facility. All inspection fees, costs and charges associated with a change
of such licensure or certification shall be borne solely by Tenant. In
addition, Tenant shall operate each Facility in full compliance with the
applicable provisions of the Medicare Anti-Kickback Law, 42 U.S.C. 1320a-7(b),
and the Stark Self-Referral Prohibition Act, 42 U.S.C. 1395nn, et. seq., as the
same may be modified, supplemented or replaced from time to time, and all
regulations promulgated thereunder from time to time.


 


7.3      Quiet Enjoyment. So long as no Event of Default has occurred and is
continuing, Landlord covenants that Tenant may peaceably and quietly have, hold
and enjoy the Premises for the Term, free of any claim or other action not
caused or created by Tenant, subject to Section 17 or Section 18.


 


8.        Acceptance, Maintenance,
Upgrade, Alteration and Environmental.


 


8.1      Acceptance “AS IS”; No Liens. Tenant acknowledges that it or an Affiliate has been
in possession of and operating the Premises prior to the date of this Master
Lease and is presently engaged in operations like the Business conducted at
each Facility in the state where such Facility is located and has expertise in
such industry and, in deciding to enter into this Master Lease, has not relied
on any representations or warranties, express or implied, of any kind from
Landlord with respect to the Premises. Tenant has examined the condition of
title to and thoroughly investigated the Premises, has selected the Premises to
its own specifications, has concluded that, as of the date hereof, no
improvements or modifications are required to be made by Landlord in order to
conduct the Business thereon, and accepts them on an “AS IS” basis and assumes all responsibility and cost for the
correction of any observed or unobserved deficiencies or violations. It is expressly understood and agreed that any
inspection by or on behalf of the Landlord of the business conducted at the Premises
or of the Premises is for Landlord’s sole and exclusive benefit and is not
directly or indirectly for the benefit of, nor should be relied in any manner
upon by, Tenant, its subtenants or any other third party. Subject to
its right to Protest set forth in Section 5.1, Tenant shall not
cause or permit any lien, levy or


 


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attachment to be placed or
assessed against any portion of the Premises or the operation thereof (a “Lien”) other than “Permitted Exceptions”
as described on Exhibit D and any mortgage, lien, encumbrance, or
other charge created by or resulting solely from any act or omission of
Landlord.


 


8.2      Tenant’s Maintenance
Obligations. Tenant shall (i) keep and maintain the Premises in
good appearance, repair and condition and maintain proper janitorial services, (ii) promptly make all repairs
(interior and exterior, structural and nonstructural, ordinary and
extraordinary, foreseen and unforeseen) necessary to keep each Facility in good
and lawful order and condition and in substantial compliance with all
applicable requirements and laws relating to the business conducted thereon,
including, if applicable certification for participation in Medicare and
Medicaid, and (iii) keep and
maintain all Landlord and Tenant Personal Property in good condition, ordinary
wear and tear, casualty and condemnation excepted, and repair and replace such
property consistent with prudent industry practice.


 


8.3      Upgrade Expenditures. On or before the date that is thirty (30) days after
the expiration of each Lease Year, Tenant shall provide to Landlord
documentation and other evidence demonstrating to Landlord’s reasonable
satisfaction that Tenant has, during the preceding Lease Year, expended an
amount equal to or exceeding the CapEx Amount, multiplied by the aggregate
rentable square footage of the Facilities on the last day of the preceding
Lease Year, for Upgrade Expenditures relating to the Premises. As used herein
the “CapEx Amount” shall mean an
amount equal to One Dollar ($1.00) (as adjusted at the end of each Lease Year
for increases since the Effective Date in the CPI). “Upgrade Expenditures” means expenditures in commercially
reasonable amounts to Persons not affiliated with Tenant for (i) upgrades or improvements to each
Facility that have the effect of maintaining or improving such Facility,
including new or replacement wallpaper, tiles, window coverings, lighting
fixtures, painting, upgraded landscaping, carpeting, architectural adornments,
common area amenities and the like, including, without limitation, capital
improvements or repairs (including repairs or replacements of the roof,
structural elements of the walls, parking area or the electrical, plumbing,
HVAC or other mechanical or structural systems), and (ii) other improvements to each Facility as reasonably
approved by Landlord, which shall include those matters, if any, that Landlord
has approved in writing as of the Effective Date based on descriptions and
budgets that Tenant has provided prior thereto.


 


8.4      Alterations by Tenant. Tenant may alter, improve, exchange, replace, modify
or expand (collectively, “Alterations”)  the Premises from time to time as it may
determine is desirable for the continuing and proper use and maintenance of the
Premises; provided, that any Alterations in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) with
respect to any individual Facility in any rolling twelve (12) month period shall require Landlord’s prior
written consent, which consent shall not be unreasonably withheld, conditioned
or delayed; provided further, that any Alterations to the Premises must satisfy
the requirements set forth in Sections 4.04 (2) and (3) of Revenue
Procedure 2001-28, 2001-19 I.R.B. 1156. All Alterations shall immediately
become a part of the Premises and the property of Landlord subject to this
Master Lease, and the cost of all Alterations or other purchases, whether
undertaken as an on-going licensing, Medicare, Medicaid or other regulatory
requirement, or otherwise shall be borne solely by Tenant. All Alterations
shall be done in a good and workmanlike manner in compliance in all material
respects with all applicable laws and the insurance required under this Master
Lease. If an Alteration changes the rentable square footage of a Facility,
Tenant shall promptly provide Landlord notice of the same and upon delivery of
such notice, Schedule 1 shall be deemed amended to reflect such revised
rentable square footage for the applicable Facility.


 


9

















 


8.5      Hazardous Materials. Tenant’s use of the Premises shall comply in all
material respects with all Hazardous Materials Laws. If any Environmental
Activities occur or are suspected to have occurred in material violation of any
Hazardous Materials Laws or if Tenant has received written notice of any
Hazardous Materials Claim against any portion of the Premises, Tenant shall
promptly remedy any such violation or claim to the reasonable satisfaction of
Landlord and in accordance in all material respects with all applicable
governmental authorities, as required by Hazardous Materials Laws. Tenant and
Landlord shall promptly advise one another in writing upon receiving written
notice of (a) any
Environmental Activities in material violation of any Hazardous Materials Laws;
(b) any Hazardous Materials
Claims against Tenant or Landlord in connection with the Premises (or any
portion of the Premises); (c) any
remedial action taken by Tenant or Landlord in response to any Hazardous
Materials Claims or any Hazardous Materials on, under or about any portion of
the Premises in material violation of any Hazardous Materials Laws; (d) any occurrence or condition on or
in the vicinity of any portion of the Premises of which Tenant or Landlord, as
applicable, has actual knowledge and that materially increases the risk that
any portion of the Premises will be exposed to Hazardous Materials; and (e) all material communications to or
from Tenant, any governmental authority or any other Person relating to
Hazardous Materials Laws or Hazardous Materials Claims with respect to any
portion of the Premises, including copies thereof. Notwithstanding any other
provision of this Master Lease, if any Hazardous Materials are discovered on or
under any portion of a Facility in violation of any Hazardous Materials Law,
the Term shall be automatically extended with respect to such Facility only and
this Master Lease shall remain in full force and effect with respect to such
Facility only until the earlier to occur of (i) the
completion of all remedial action or monitoring, as reasonably approved by
Landlord, in accordance with all Hazardous Materials Laws, or (ii) the date specified in a written
notice from Landlord to Tenant terminating this Master Lease (which date may be
subsequent to the date upon which the Term was to have expired).
Notwithstanding the foregoing, unless the Initial Term of this Master Lease is
renewed pursuant to Section 1, above, in no event shall the
provisions of this Section 8.5 extend the Term for a Facility
beyond March 31, 2025 as to such Facility; provided, however, that Tenant’s
obligations to complete all remedial action or monitoring pursuant to this Section 8.5
shall survive any such termination of the Term. Landlord shall have the right,
at Tenant’s sole cost and expense (including, without limitation, Landlord’s
reasonable attorneys’ fees and costs) and with counsel chosen by Landlord, to
join and participate in, as a party if it so elects, any legal proceedings or
actions initiated in connection with any Hazardous Materials Claims.


 


8.6      Medical Waste. Tenant shall be responsible for all Medical Waste
disposal for each Facility, which disposal shall be provided by a licensed
medical waste hauler and shall comply in all material respects with all applicable
laws, rules, regulations and orders. If Tenant elects to provide Medical Waste
disposal services to the subtenants in a Facility, such services shall be
provided in compliance in all material respects with all applicable laws,
rules, regulations and orders.


 


8.7      Tenant Repairs.


 


(a)       Tenant hereby agrees that on or before the date that
is ninety (90) days after the date of this Master Lease (the “Immediate Repairs
Outside Date”), Tenant shall, at its sole cost and expense, complete those
repairs and replacements identified as “Immediate
Repairs” and further described on Exhibit 1 attached hereto and
incorporated herein by reference. On or before the Immediately Repairs Outside
Date, Tenant shall provide Landlord and Landlord’s mortgagee with sufficient documentation
reasonably acceptable to Landlord and Landlord’s mortgagee evidencing that the
Immediate Repairs have been completed in accordance with the provisions of this
Section 8.7. All Immediate Repairs shall be done in a good and workmanlike
manner in compliance in all material respects with all applicable laws and the
insurance required under this Master Lease.


 


10














 


(b)       Tenant hereby agrees that on or before the date that
is twelve (12) months (except to the extent additional time is permitted as set
forth on Exhibit 1) after the date of this Master Lease (the “Short-Term
Repairs Outside Date”), Tenant shall, at its sole cost and expense, complete
those repairs and replacements identified as “Short-Term
Repairs” and further described on Exhibit H attached hereto and
incorporated herein by reference. On or before the Short-Term Repairs Outside
Date (or, such later date as indicated with respect to those Short-Term Repairs
for which additional time is given pursuant to Exhibit H), Tenant shall
provide Landlord and Landlord’s mortgagee, with sufficient documentation
reasonably acceptable to Landlord’s mortgagee evidencing that the Short-Term
Repairs have been completed in accordance with the provisions of this Section 8.7.
All Short-Term Repairs shall be done in a good and workmanlike manner in
compliance in all material respects with all applicable laws and the insurance required
under this Master Lease.


 


9.        Tenant Property.


 


9.1      Tenant Property. Tenant may obtain and install all items of
furniture, fixtures, trade fixtures, supplies and equipment as Tenant
determines are reasonably necessary or reasonably appropriate to operate the
Premises (“Tenant Personal Property”).  As used herein, “Tenant Intangible Property” means all the following at any
time owned by Tenant in connection with its use of any portion of the Premises:
Medicare, Medicaid and other accounts and proceeds thereof; rents, profits,
income or revenue derived from such operation or use; all documents, chattel
paper, instruments, contract rights (including all leases with subtenants and
contracts with employees and third parties), deposit accounts, general intangibles
and choses in action; refunds of any Taxes or Other Charges; if applicable,
licenses and permits necessary or desirable for Tenant’s use of any portion of
the Premises, any applicable certificate of need, occupancy or other similar
certificate, and the exclusive right to transfer, move or apply for the
foregoing and manage the business conducted at any portion of the Premises; and
the right to use the names set forth on Schedule 1 and any other trade
or other name now or hereafter associated with its operation of the Premises.


 


9.2      Schedule of Tenant Property. Upon the execution of this Master Lease by Tenant,
Tenant shall deliver to Landlord a schedule of all lenders, purchase money
equipment financiers, equipment lessors, and other parties who, other than
Tenant, have any liens, security interests, ownership interests, or other
similar interests in and to any Tenant Personal Property with a value of or
exceeding One Hundred Thousand Dollars ($100,000.00) (the “Tenant Property Schedule”).  The Tenant Property Schedule shall be in a
form reasonably acceptable to Landlord and shall include: (i) the name, address, and other
contact information for the agent or lead bank (“Agent Bank”) in connection with Tenant’s senior credit
facility, and (ii) a detailed
breakdown, by Facility, of each applicable item of Tenant Personal Property,
its age, useful economic life, and estimated value, and any lenders, purchase
money equipment financiers, equipment lessors, or other parties who have a
lien, security interest, ownership interest, or other similar ownership
interest in such item and the contact information for any and all such parties.
Tenant shall be required to deliver to Landlord an updated Tenant Property
Schedule upon the commencement of each Lease Year and in connection with any
change or replacement of Agent Bank.


 


9.3      Waiver of Landlord’s Lien. Landlord hereby waives any statutory or common law
lien that may be granted or deemed to be granted to Landlord in Tenant Personal
Property or Tenant Intangible Property. Landlord agrees that, upon the request
of any Person that shall be providing senior secured financing to Tenant, or a
purchase money equipment financier or equipment lessor of Tenant, Landlord
shall, at Tenant’s sole cost and expense, negotiate in good faith for the
purpose of executing and delivering a commercially reasonable waiver or
subordination of Landlord’s statutory lien rights, if any,


 


11

















 


and a consent and agreement
with respect to the respective rights of Landlord and such Person regarding the
security interests in, and the timing and removal of, any Tenant Personal
Property or Tenant Intangible Property which such Person has a secured interest
(the “Collateral”),  in form and substance reasonably
acceptable to Landlord and such Person, so long as such waiver and agreement (i) provides for the indemnification
of Landlord against any claims by Tenant or any Person claiming through Tenant,
and against any physical damage caused to the Premises, in connection with the
removal of any of the Collateral by such Person, (ii) provides for a reasonable, but limited, time frame
for the removal of such Collateral by such Person after the expiration of which
same shall be deemed abandoned, and (iii) provides
for the per diem payment of Rent due hereunder by such Person for each day
following the date of the expiration or termination of this Master Lease that
Landlord permits such Person’s Collateral to remain in the Premises.


 


10.      Financial, Management and
Regulatory Reports. Tenant shall
provide Landlord with the reports listed in Exhibit F at the time
described therein, and such other information about it or the operations of the
Premises and the Business as Landlord may reasonably request from time to time,
including such information reasonably requested in connection with a financing
of the Premises sought by Landlord. All financial information provided shall be
prepared in accordance with generally accepted accounting principles
consistently applied and shall be submitted electronically in the form of
unrestricted, unlocked “.xls” spreadsheets (or, if restricted or locked,
Landlord has been provided with all necessary passwords and access keys
required to fully access or extract the subject data therefrom) created using
Microsoft Excel (2003 or newer editions). In the event Tenant fails to provide
Landlord with the reports listed in Exhibit F within the time
periods specified therein, Tenant shall have a grace period of five (5) Business
Days after receipt of written notice of such failure from Landlord to provide
such reports, after which Tenant will be assessed with a $500.00 administrative
fee, which administrative fee shall be immediately due and payable to Landlord.


 


11.      Representations and Warranties. Each party represents and warrants to the other
that: (i) this Master Lease
and all other documents executed or to be executed by it in connection herewith
have been duly authorized and shall be binding upon it; (ii) it is duly organized, validly
existing and in good standing under the laws of the state of its formation and
is duly authorized and qualified to perform this Master Lease within the state(s) where
any portion of the Premises is located; and (iii) neither
this Master Lease nor any other document executed or to be executed in
connection herewith violates the terms of any other agreement of such party.


 


12.      Events of Default. The occurrence of any of the following events will
constitute an “Event of Default” on
the part of Tenant, and there shall be no cure period therefor except as
otherwise expressly provided:


 


(a)       Tenant’s failure to pay any Rent when due within two
(2) Business Days after receipt of written notice from Landlord of such
failure;


 


(b)       Tenant’s failure to pay when due Taxes, any Other
Charges or other payments required to be made by Tenant under this Master
Lease, which failure continues for ten (10) days after receipt of written
notice from Landlord of such failure;


 


(c)       (i) The suspension
or material limitation of any license, or, if applicable, the certification of
any portion of the Premises for provider status under Medicare or Medicaid
which would have a material adverse affect on the operation of any Facility for
the then permitted use pursuant to


 


12

















 


Section 7.1 (a); provided,
however, if any such suspension or material limitation is curable by Tenant it
shall not constitute an Event of Default if Tenant promptly commences to cure
such breach and thereafter diligently pursues such cure to the completion
thereof within the lesser of (x) the time period in which the applicable
governmental agency has given Tenant to undertake corrective action or (y) one
hundred eighty (180) days after the occurrence of any such suspension or material
limitation; (ii) the
revocation of any license or, if applicable, the certification of any portion
of the Premises for provider status under Medicare or Medicaid which would have
a material adverse affect on the operation of any Facility for the then
permitted use pursuant to Section 7.1(a); (iii) the discontinuance of operations
at any Facility, except as may be permitted pursuant to Sections 7.1 or 24.5;
(iv) the failure to maintain
any certificate of need or other similar certificate or license required to
operate any Facility for the then permitted use in accordance with the
provisions of Section 7.1, which failure would have a material
adverse affect on the operation of any Facility; or (v) the use of any material portion of the Premises other
than as permitted pursuant to Section 7.1;


 


(d)       A default beyond any applicable cure period by
Tenant (i) with respect to
any obligation in excess of One Million dollars ($1,000,000.00) under any other
lease, agreement or obligation between Tenant and Landlord or any of Landlord’s
Affiliates, or (ii) in any
payment of principal or interest on any obligations of borrowed money to third
parties having an aggregate principal balance of One Hundred Million dollars
($100,000,000.00) or more in the aggregate, or in the performance of any other
provision contained in any instrument under which any such obligation is
created or secured (including the breach of any covenant thereunder), (x) if
such payment is a payment at maturity or a final payment, or (y) if an
effect of such default is to cause, or permit any Person to cause, such
obligation to become due prior to its stated maturity;


 


(e)       A default beyond any applicable cure period by any
Guarantor under the Guaranty;


 


(f)        Any material misrepresentation by Tenant under this
Master Lease or in any written report, notice or communication made pursuant
hereto from Tenant to Landlord with respect to Tenant, any Guarantor, or the
Premises;


 


(g)       The failure to perform or comply with the provisions
of Sections 6 or 16;


 


(h)       (i) Tenant shall
generally not pay its debts as they become due, or shall admit in writing its
inability to pay its debts generally, or shall make an assignment of all or
substantially all of its property for the benefit of creditors; or (ii) a receiver, trustee or liquidator
shall be appointed for Tenant or any Facility if such appointment is not
discharged within sixty (60) days after
the date of such appointment; (iii) the
filing by Tenant of a voluntary petition under any federal bankruptcy or state
law to be adjudicated as bankrupt or for any arrangement or other debtor’s
relief; or (iv) the
involuntary filing of such a petition against Tenant by any other party unless
such petition is dismissed within ninety (90)
days after filing; or


 


(i)        The failure to perform or comply with any other
provision of this Master Lease not requiring the payment of money unless Tenant
cures it either (i) within
thirty (30) days after receipt of
written notice from Landlord of such failure or (ii) if such default cannot with due diligence be so
cured because of the nature of the default or delays beyond the control of
Tenant and cure after such period will not have a materially adverse effect
upon any Facility, then such default shall not constitute an Event of Default if
Tenant uses its best efforts to cure such default by promptly commencing and
diligently


 


13

















 


pursuing such cure to the
completion thereof and cures it within one hundred eighty (180) days after such notice from
Landlord.


 


13.      Remedies. Upon the occurrence and during the continuance of an
Event of Default, Landlord may exercise all rights and remedies under this
Master Lease and the laws of the state(s) where the Premises are located
that are available to a lessor of real and personal property in the event of a
default by its lessee. Landlord shall have no duty to mitigate damages unless
required by applicable law and shall not be responsible or liable for any
failure to relet any of the Premises or to collect any rent due upon any such
reletting. Tenant shall pay Landlord, immediately upon demand, all expenses
incurred by it in obtaining possession and reletting any of the Premises,
including reasonable fees, commissions and costs of attorneys, architects, agents
and brokers.


 


13.1    General. Without limiting the foregoing, Landlord shall have
the right (but not the obligation) to do any of the following upon and during
the continuance of an Event of Default: (a) sue
for the specific performance of any covenant of Tenant as to which it is in
breach; (b) enter upon any
portion of the Premises, terminate this Master Lease, dispossess Tenant from
the Premises, by any available legal process, and/or collect money damages by
reason of Tenant’s breach, including the acceleration of (i) all Minimum Rent and Additional
Rent which would have accrued after such termination, discounted at an annual
rate equal to the then-current U.S. Treasury Note rate for the closest
comparable term and taking into account any obligation on behalf of Landlord to
mitigate its damages to the extent required by law, and (ii) all obligations and liabilities
of Tenant under this Master Lease which survive the termination of the Term; (c) elect to leave this Master Lease
in place and sue for Rent and other money damages as the same come due; and (d) (before or after repossession of
the Premises pursuant to clause (b) above and whether or not this Master
Lease has been terminated) relet any portion of the Premises to such tenant(s),
for such term(s) (which may be greater or less than the remaining balance
of the Term), rent, conditions (which may include concessions or free rent) and
uses as it may determine in its sole discretion and collect and receive any
rents payable by reason of such reletting.


 


13.2    Remedies Cumulative; No Waiver. No right or remedy herein conferred upon or reserved
to Landlord is intended to be exclusive of any other right or remedy, and each
and every right and remedy shall be cumulative and in addition to any other
right or remedy given hereunder or now or hereafter existing at law or in
equity. Any notice or cure period provided herein shall run concurrently with
any provided by applicable law. No failure of Landlord to insist at any time
upon the strict performance of any provision of this Master Lease or to
exercise any option, right, power or remedy contained herein shall be construed
as a waiver, modification or relinquishment thereof as to any similar or
different breach (future or otherwise) by Tenant. Landlord’s receipt of any
rent or other sum due hereunder (including any late charge) with knowledge of
any breach shall not be deemed a waiver of such breach, and no waiver by
Landlord of any provision of this Master Lease shall be effective unless
expressed in a writing signed by it.


 


13.3    Performance of Tenant’s Obligations. If Tenant at any time shall fail to make any payment
or perform any act on its part required to be made or performed under this
Master Lease, then Landlord may, without waiving or releasing Tenant from any
obligations or default hereunder, make such payment or perform such act for the
account and at the expense of Tenant, and enter upon any portion of the
Premises for the purpose of taking all such action as may be reasonably
necessary. No such entry shall be deemed an eviction of Tenant. All sums so
paid by Landlord and all necessary and incidental costs and expenses (including
reasonable attorneys’ fees and expenses) incurred in connection with the
performance of any such act by it, together with interest at the Agreed Rate
from the date of the


 


14

















 


making of such payment or
the incurring of such costs and expenses, shall be payable by Tenant to
Landlord upon Landlord’s written demand therefor.


 


13.4    Limited Remedy Event of Defaults. Notwithstanding anything to the contrary herein contained, or any
other provisions of this Master Lease or any other concurrent transaction
document, if Landlord is exercising remedies due solely to the Events of
Default described in clauses (c), (d), (e), (f) or (i) of Section 12
(“Limited Remedy Events of Default”), the
aggregate amount Tenant shall be required to pay to Landlord from and after the
date of the occurrence of such Limited Remedy Event of Default (the “Occurrence Date”) shall be limited to the
sum of (i) (A) 89.9% of
the fair market value of the Premises as of the commencement date less (B) the
sum of the present value as of the Effective Date (using an annual discount
rate equal to Fifteen and 65/100 percent (15.65%)) of all Minimum Rent and
Additional Rent received as of the Occurrence Date, (ii) any amounts of Taxes and Other Charges which are due
and payable or have accrued under this Master Lease through the Occurrence
Date, and (iii) any amounts
of Taxes and Other Charges which are due and payable or have accrued under this
Master Lease after the Occurrence Date while or so long as the Tenant remains
in possession of the Premises after any Limited Remedy Event of Default that
relates to insurance, utilities, repairs, maintenance, environmental
maintenance, remediation and compliance and other customary costs and expenses
of operating and maintaining the Premises in substantial compliance with the
terms of this Master Lease.


 


14.      Provisions on Termination.


 


14.1    Surrender of Possession. On the expiration of the Term or earlier termination
or cancellation of this Master Lease (the “Termination
Date”), Tenant shall deliver to Landlord or its designee possession
of (a) the Premises (or
portion thereof if the expiration, termination, or cancellation of this Master
Lease is not with respect to the entire Premises) in broom clean condition and
in as good a condition as existed at the date of their possession and occupancy
pursuant to this Master Lease, except as repaired, replaced, rebuilt, restored,
altered or added to as permitted or required by the provisions of this Master
Lease, ordinary wear and tear, casualty and condemnation excepted, (b) all subtenant leases and security
deposits, all documentation related to the subtenants (including financials and
past correspondence) and copies of all Tenant’s books and records relating
solely to the Premises, and (c) plans,
specifications, drawings or similar materials in connection with the applicable
Facility or Facilities.


 


14.2    Removal of Tenant Personal Property. Tenant may remove from the Premises in a workmanlike
manner all Tenant Personal Property, leaving the Premises in good and
presentable condition and appearance, including repair of any damage caused by
such removal. Title to any Tenant Personal Property which is not removed by
Tenant as permitted above upon the expiration of the Term shall, at Landlord’s
election, vest in Landlord; provided, however, that Landlord may remove and
store or dispose at Tenant’s expense any or all of such Tenant Personal
Property which is not so removed by Tenant without obligation or accounting to
Tenant.


 


14.3    Holding Over. If Tenant shall for any reason remain in possession
of any portion of the Premises after the Termination Date, such possession
shall be a month-to-month tenancy during which time Tenant shall pay as rental
on the first (1st) Business Day of
each month one and one-half (1-1/2) times the
total of the monthly Minimum Rent payable with respect to the last Lease Year plus Additional Rent allocable to the
month, all additional charges accruing during the month and all other sums, if
any, payable by Tenant pursuant to this Master Lease. Nothing contained herein
shall constitute


 


15

















 


the consent, express or
implied, of Landlord to the holding over of Tenant after the Termination Date,
nor shall anything contained herein be deemed to limit Landlord’s remedies.


 


14.4    Survival. All covenants, indemnities and other obligations of
Tenant under this Master Lease which arise on or prior to the Termination Date
or which specifically survive the expiration or termination by their own terms
shall survive the Termination Date.


 


15.      Certain Landlord Rights.


 


15.1    Entry and Examination of Records. Landlord and its representatives may enter any
portion of the Premises at any reasonable time upon not less than twenty-four
(24) hours written notice to Tenant (which notice may be transmitted in the
form of electronic mail or other similar electronic means) to inspect the
Premises for compliance with this Master Lease, to exhibit the Premises for
sale, lease or mortgaging, or for any other reasonable purpose; provided that
no such notice shall be required in the event of an emergency, upon and during
the continuance of an Event of Default or to post notices of non-responsibility
under any mechanic’s or materialmen’s lien law. No such entry shall
unreasonably interfere with Tenant or any subtenants in a Facility or the
business operated thereon. During normal business hours (and upon reasonable
notice), Tenant will permit Landlord and its representatives (coordinated
through Landlord) to examine and make abstracts from any of Tenant’s books and
records (other than materials protected by the attorney-client privilege and
materials which such person may not disclose without violation of a
confidentiality obligation binding upon it); provided that, so long as no Event
of Default has occurred and is continuing, Landlord shall not be entitled to
exercise the foregoing rights more than once, in the aggregate, in any calendar
year.


 


15.2    Grant Liens. Any Lien or other encumbrance now existing and
securing any borrowing or other means of financing or refinancing or otherwise
shall provide for the recognition of this Master Lease and all Tenant’s rights
hereunder. Subject to the foregoing sentence and Section 7.3,
without the consent of Tenant, Landlord may from time to time, directly or
indirectly, create or otherwise cause to exist any Lien, title retention agreement
or other encumbrance upon the Premises, or any portion thereof or interest
therein (including this Master Lease), whether to secure any borrowing or other
means of financing or refinancing or otherwise. Upon the request of Landlord,
Tenant shall subordinate this Master Lease to the Lien of any such encumbrance
so long as (a) such
encumbrance provides that it is subject to the rights of Tenant under this
Master Lease and that so long as no Event of Default shall exist beyond any
applicable cure period, Tenant’s occupancy shall not be disturbed if any Person
takes possession of the applicable portion of the Premises through foreclosure
proceedings or otherwise and (b) is
otherwise in form and substance reasonably acceptable to Tenant.


 


15.3    Estoppel Certificates. At any time upon not less than ten (10) days prior written request by
either Landlord or Tenant (the “Requesting
Party”)  to the other
party (the “Responding Party”),
the Responding Party shall have an authorized representative execute,
acknowledge and deliver to the Requesting Party or its designee a written
statement certifying (a) that
this Master Lease, together with any specified modifications, is in full force
and effect, (b) the dates to
which Rent and additional charges have been paid, (c) that no default currently exists on the part of the
Responding Party, and to the Responding Party’s actual knowledge, on the part
of the Requesting Party or specifying any such default, and (d) as to such other matters as the
Requesting Party may reasonably request.


 


15.4    Conveyance Release. If Landlord or any successor owner shall transfer
any portion of the Premises in accordance with this Master Lease, they shall
thereupon be released from all


 


16

















 


future liabilities and
obligations hereunder arising or accruing from and after the date of such
conveyance or other transfer, which instead shall thereupon be binding upon the
new owner.


 


16.      Assignment and Subletting.


 


16.1    No Assignment or Subletting. Without the prior written consent of Landlord, which
may be withheld or conditioned at its sole discretion, this Master Lease shall
not, nor shall any interest of Tenant herein, be assigned or encumbered by
operation of law, nor shall Tenant voluntarily or involuntarily assign,
mortgage, encumber or hypothecate any interest in this Master Lease or sublet
any portion of the Premises. Any foregoing acts without such consent shall be
void and shall, at Landlord’s sole option, constitute an Event of Default
giving rise to Landlord’s right, among other things, to terminate this Master
Lease. An assignment of this Master Lease by Tenant shall be deemed to include:
(a) entering into a
management or similar agreement relating to the operation or control of any
portion of the Premises with a Person that is not an Affiliate of Tenant; or (b) any change (voluntary or
involuntary, by operation of law or otherwise, including the transfer,
assignment, sale, hypothecation or other disposition of any equity interest in
Tenant) in the Person that ultimately exert effective Control over the
management of the affairs of Tenant or Guarantor as of the date hereof;
provided that an initial public offering of Tenant or Guarantor shall not be
deemed to be an assignment of the Master Lease so long as thereafter less than twenty five percent (25%) of the voting
stock of Tenant or Guarantor, as applicable, is held by any Person or related
group that did not have such ownership before the initial public offering.


 


16.2    Permitted Assignments and Sublets.


 


(a)       Notwithstanding Section 16.1 above,
Tenant may, without Landlord’s prior written consent, assign this Master Lease
or sublet the Premises or any portion thereof to an Affiliate of Tenant or any
Guarantor if all of the following are first satisfied: (i) such Affiliate fully assumes
Tenant’s obligations hereunder; (ii) Tenant
remains fully liable hereunder and any Guarantor remains fully liable under its
guaranty; (iii) the use of
the applicable portion of the Premises shall comply with Section 7.1,
above; (iv) Landlord shall be
provided the proposed form and content of all documents for such assignment or
sublease on or before the date that is twenty (20) days prior to such
assignment or sublease, and (v) Landlord
shall be provided executed copies of all such documents within fifteen (15)
Business Days after such assignment or sublease.


 


(b)       Notwithstanding Section 16.1 above,
Landlord’s consent shall not be required for any assignment of this Master
Lease or change of Control of Tenant or Guarantor if the consolidated net worth
of the successor Tenant (in the case of an assignment) or Tenant (in the case
of a change of Control of Tenant), as applicable (such entity “Resulting Tenant”)  or, successor Guarantor (in the case of an
assignment) or Guarantor (in the case of a change of Control of Guarantor), as
applicable (such entity, “Resulting Guarantor”)
immediately after the effectiveness of the assignment or change of Control is
equal to or greater than Three Hundred Million Dollars ($300,000,000.00) (such
assignment or change of Control, a “Strong
Tenant/Guarantor Transfer”), and each of the following conditions is
met: (i) Resulting Tenant
and/or Resulting Guarantor, or the officers, directors or managers thereof or
of the Person that controls Resulting Tenant or Resulting Guarantor, as
applicable, has sufficient operating experience and history with respect to the
Business of the Facilities as had Tenant or Guarantor, as applicable (or the
officers, directors or managers thereof or of the Person that controls Tenant
or Guarantor) immediately prior to the Strong Tenant/Guarantor Transfer, or has
retained a management company with such expertise to manage the Facilities; (ii) after a Strong Tenant/Guarantor
Transfer, the


 


17

















 


Resulting Tenant and/or
Resulting Guarantor, if different than the Tenant or Guarantor immediately
prior to such Strong Tenant/Guarantor Transfer, shall assume all of the
obligations of Tenant under the Lease and Guarantor under the Guaranty accruing
subsequent to the effective date of such Strong Tenant/Guarantor Transfer by a
written instrument in form and substance reasonably satisfactory to Landlord
(the “Lease/Guaranty Assumption”);  and (iii) no
Event of Default shall have occurred and be continuing hereunder. A Person
shall be deemed to have “sufficient operating
experience and history” if, immediately prior to the Strong
Tenant/Guarantor Transfer, such Person (together with its Affiliates and/or
officers, directors and managers) (x) operated or managed (whether
directly or through its operating subsidiary(ies)) at least twelve (12)
facilities engaged in the Business of the Facilities (or the number of such
facilities operated and/or managed by Guarantor, whichever is less) and (y) has
been in the business of operating or managing such facilities for at least
three (3) years (or for such
period as Guarantor has been in such business, whichever is less). Upon
delivery of the Lease/Guaranty Assumption, Landlord shall release Tenant from
any liability under the Lease and Guarantor from any liability under the
Guaranty first accruing from and after the effective date of such Strong
Tenant/Guarantor Transfer.


 


(c)       Notwithstanding Section 16.1 above,
Tenant may, (i) without
Landlord’s prior written consent, sublet portions of a Facility in the ordinary
course of Tenant’s business to subtenants of such Facility for customary uses
ancillary to Tenant’s permitted use including, pharmacy, physical therapy, and
sundry providers, and (ii) subject
to Landlord’s prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed, sublet all or any portion of the Premises, in
each case using a form of sublease reasonably approved by Landlord.


 


(d)       Notwithstanding Section 16.1 above and
subject to Tenant’s obligations pursuant to Section 9.2, Tenant
shall have the right from time to time during the Term hereof and without
Landlord’s further approval, written or otherwise, to grant and assign a
security interest in Tenant’s interest in all Tenant Personal Property or other
property of Tenant that is not a part of the Premises to Tenant’s lenders. In
addition, Tenant may grant and assign a mortgage or other security interest in
Tenant’s interest in this Master Lease to Tenant’s lenders in connection with
Tenant’s financing of Tenant’s interest in this Master Lease provided that: (i) Tenant pays all reasonable costs,
expenses and charges of Landlord incident to the granting of any such mortgage
or other security interest, including Landlord’s reasonable attorneys’ fees and
expenses and (ii) Landlord
has approved, in its reasonable discretion, the form of leasehold mortgage
pursuant to which Tenant is granting a leasehold mortgage or other security
interest in this Master Lease.


 


(e)       Tenant hereby acknowledges that an assignment,
subleasing or other transfer of the Premises or a portion thereof under this Section 16
will cause Landlord to incur administrative and other expenses not contemplated
under this Master Lease. Accordingly, prior to or concurrently with an
assignment, sublease or other transfer of the Premises or a portion thereof
pursuant to Section 16.1 or Sections 16.2, Tenant shall
reimburse Landlord for any and all reasonable costs and expenses (including,
without limitation, reasonable attorneys’ fees) incurred by Landlord in
connection with such assignment, sublease, or other similar transfer.


 


(f)        In no event shall Tenant sublet any portion of the
Premises on any basis such that the rental to be paid by the sublessee would be
based, in whole or in part, on either the income or profits derived by the
business activities of the sublessee, or any other formula, such that any
portion of the sublease rental received by Landlord would fail to qualify as “rents
from real property” within the


 


18

















 


meaning of Section 856(d) of
the U.S. Internal Revenue Code, or any similar or successor provision thereto.


 


17.      Damage by Fire or Other
Casualty. Tenant shall promptly notify
Landlord of any material damage or destruction of any portion of the Premises
and diligently repair or reconstruct such portion of the Premises in a good and
workman like manner to a like or better condition than existed prior to such
damage or destruction in accordance with Section 8.4. So long as no
Event of Default exists, any award of insurance proceeds up to and including
One Hundred Thousand Dollars ($100,000.00) shall be paid directly to Tenant. In
the event that any award of net insurance proceeds payable with respect to the
casualty are in excess of One Hundred Thousand Dollars ($100,000.00), such
insurance proceeds (i) shall
be paid directly to Landlord, and (ii) if
no Event of Default exists, shall be made available to Tenant for the repair or
reconstruction of the applicable portion of the Premises subject to the
following disbursement requirements:


 


(a)       prior to commencement of restoration, the
architects, contracts, contractors, plans and specifications, payment and
performance bond from the general contractor for the work and a budget for the
restoration shall have been approved by Landlord, which approval shall not be
unreasonably withheld, delayed, or conditioned;


 


(b)       Tenant shall possess such additional funds which
Landlord reasonably determines are needed to pay all costs of the repair or
restoration and such Tenant funds shall be made available by Tenant as required
to pay for the costs of the restoration;


 


(c)       at the time of any disbursement, except as permitted
pursuant to Section 5.1, no mechanics’ or materialmen’s liens shall have
been filed against any of the Premises and remain undischarged;


 


(d)       disbursements shall be made from time to time
(within reasonable time frames to perform and complete the restoration, but not
more frequently than monthly) in an amount not exceeding the cost of the
restoration completed since the last disbursement, upon receipt of (i) satisfactory evidence, including
architects’ certificates, of the stage of completion, the estimated total cost
of completion and performance of the restoration to date in a good and
workmanlike manner in accordance with all material respects with the contracts,
plans and specifications, (ii) waivers
of liens, and (iii) contractors’
and subcontractors’ sworn statements as to completed work and the cost thereof
for which payment is requested; and


 


(e)       each request for disbursement shall be accompanied
by a certificate of Tenant, signed by an officer of Tenant, describing the
restoration for which payment is requested, stating the cost incurred in
connection therewith, stating that Tenant has not previously received payment
for such restoration and, upon completion of the restoration, also stating that
the restoration has been fully completed and complies with the applicable
requirements of this Master Lease.


 


If such proceeds are
insufficient, Tenant shall provide the required additional funds; if such
proceeds are more than sufficient, the surplus shall belong and be paid to
Tenant upon completion of the restoration in accordance with the requirements
of this Master Lease. Tenant shall not have any right under this Master Lease,
and hereby waives all rights under applicable law, to abate, reduce or offset
rent by reason of any damage or destruction of any portion of the Premises of
any amount by reason of an insured or uninsured casualty.


 


19

















 


If at any time during the
last two (2) years of the Term, fire or other casualty shall render the
whole or any portion of a Facility untenable and such Facility (or any portion
thereof) cannot reasonably be expected to be repaired within two hundred
seventy (270) days from the date of such event, then Tenant, by notice in
writing to Landlord within ninety (90) days from the date of such damage or
destruction, may terminate this Master Lease with respect to such Facility
effective upon a date within thirty (30) days from the date of such notice in
which event (i) the insurance
proceeds payable with respect to the casualty to such Facility (except to the
extent related to Tenant Personal Property) shall be paid to Landlord, and (ii) this Master Lease shall be deemed
terminated as to such Facility and Minimum Rent and Additional Rent due
hereunder shall be reduced by the product of (x) the amount of the then
current Minimum Rent and Additional Rent, and (y) a fraction, the
numerator of which is the portion of Landlord’s Investment allocated to such
Facility and the denominator of which is Landlord’s Investment.


 


18.      Condemnation. Except as provided to the contrary in this Section 18,
this Master Lease shall not terminate and shall remain in full force and effect
in the event of a taking or condemnation of the Premises, or any portion
thereof, and Tenant hereby waives all rights under applicable law to abate,
reduce or offset Rent by reason of such taking. If during the Term all or
substantially all (a “Complete Taking”)  or a smaller portion (a “Partial Taking”)  of any Facility is taken or condemned by any competent public
or quasi-public authority, then (a) in
the case of a Complete Taking, Tenant may at its election made within thirty (30) days of the effective date of such
Taking, terminate this Master Lease with respect to such Facility and the
current Rent shall be equitably abated as of the effective date of such termination,
or (b) in the case of a
Partial Taking, the Rent shall be abated to the same extent as the resulting
diminution in Fair Market Value of the applicable portion of the Premises. The
resulting diminution in Fair Market Value on the effective date of a Partial
Taking shall be as established pursuant to Exhibit C. In the event
this Master Lease is terminated as to any Facility under this Section 18,
then the Minimum Rent and Additional Rent due hereunder shall be reduced by the
product of (i) the amount of
the then current Minimum Rent and Additional Rent, and (ii) a fraction, the numerator of
which is the portion of Landlord’s Investment allocated to such Facility and
the denominator of which is Landlord’s Investment. Landlord alone shall be
entitled to receive and retain any award for a taking or condemnation other
than a temporary taking; provided, however. Tenant shall be
entitled to submit its own claim in the event of any such taking or
condemnation with respect to the value of (u) Tenant’s leasehold interest
in any portion of the Premises, (v) the relocation costs incurred by
Tenant as a result thereof, (w) Tenant Personal Property, (x) other
tangible property, (y) moving expenses, and/or (z) loss of business,
if available. In the event of a temporary taking of less than all or
substantially all of the Premises, Tenant shall be entitled to receive and
retain any and all awards for the temporary taking and the Minimum Rent and
Additional Rent due under this Master Lease shall be not be abated during the
period of such temporary taking.


 


19.      Indemnification. Tenant agrees to protect, indemnify, defend and save
harmless Landlord, its directors, officers, shareholders, agents and employees
(each an “Indemnitee”) from and
against any and all foreseeable or unforeseeable liability, expense, loss,
cost, deficiency, fine, penalty or damage (including punitive but excluding
consequential damages) of any kind or nature, including reasonable attorneys’
fees, from any suits, claims or demands, on account of any matter or thing,
action or failure to act arising out of or in connection with (unless caused by
an Indemnitee) this Master Lease, the Premises or the operations of Tenant on
any portion of the Premises, including (a) the
breach by Tenant of any of its representations, warranties, covenants or other
obligations hereunder, (b) any
Protest, and (c) all known
and unknown Environmental Activities on any portion of the Premises, Hazardous
Materials Claims or violations by Tenant of a Hazardous Materials Law with
respect to any portion of the Premises,


 


20














 


except to the extent such
Environmental Activities, Hazardous Materials Claims or violations arise out of
any negligent or willful act or omission of Landlord or its affiliates,
employees or agents. Upon receiving knowledge of any suit, claim or demand asserted
by a third party that Landlord believes is covered by this indemnity, it shall
promptly give Tenant written notice of such matter. If Landlord does not elect
to defend the matter with its own counsel at Tenant’s expense, Tenant shall
then defend Landlord at Tenant’s expense (including Landlord’s reasonable
attorneys’ fees and costs) with legal counsel reasonably satisfactory to
Landlord and Tenant’s insurer. The obligations of Tenant under this Section 19
shall survive any termination, expiration, or rejection in bankruptcy of
this Master Lease, but only with respect to matters that arose, occurred, or
existed prior to such termination, expiration, or rejection.


 


20.      Disputes. If any party
brings any action to interpret or enforce this Master Lease, or for damages for
any alleged breach, the prevailing party shall be entitled to reasonable
attorneys’ fees and costs as awarded by the court in addition to all other
recovery, damages and costs. EACH PARTY
HEREBY 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 MASTER LEASE, INCLUDING
RELATIONSHIP OF THE PARTIES, TENANT’S USE AND OCCUPANCY OF ANY PORTION OF THE
PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE RELATING TO THE FOREGOING OR THE
ENFORCEMENT OF ANY REMEDY.


 


21.      Notices. All notices and demands,
certificates, requests, consents, approvals and other similar instruments under
this Master Lease 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 any tenant, each
  of which have appointed Radiation Therapy Services, Inc. as
  agent/attorney-in-fact:

  	
   

  	
  If to Landlord:

  
	
   

  	
   

  	
   

  
	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  Theriac Rollup, LLC

  
	
  2234 Colonial Blvd.

  	
   

  	
  5292 Summerlin Commons Way

  
	
  Ft. Myers, Florida 33907

  	
   

  	
  Suite 1103

  
	
  Attn:

  	
   

  	
  Ft. Myers, Florida 33907

  
	
  * Name of Tenant

  	
   

  	
  Attn: Jay Bunnell

  
	
   

  	
   

  	
  Facsimile: (239) 936-5485

  
	
   

  	
   

  	
   

  
	
  With a
  copy to:

  	
   

  	
  With a
  copy to:

  
	
   

  	
   

  	
   

  
	
  Kirkland & Ellis,
  LLP

  	
   

  	
  Shumaker, Loop &
  Kendrick, LLP

  
	
  300 North LaSalle

  	
   

  	
  101 E. Kennedy Blvd.,
  Suite 2800

  
	
  Chicago, Illinois
  60654

  	
   

  	
  Tampa, Florida 33602

  
	
  Attn: John G. Caruso

  	
   

  	
  Attn: Darrell C.
  Smith, Esq.

  
	
  Facsimile: (312) 862-2200

  	
   

  	
  Facsimile: (813) 229-1660

  
	
   

  	
   

  	
   

  



 


21

















 


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. Notice to any one co-Tenant shall be deemed
notice to all co-Tenants.


 


22.      Miscellaneous. Since each
party has been represented by counsel and this Master Lease has been freely and
fairly negotiated, all provisions shall be interpreted according to their fair
meaning and shall not be strictly construed against any party. While nothing
contained in this Master Lease should be deemed or construed to constitute an
extension of credit by Landlord to Tenant, if a portion of any payment made to
Landlord is deemed to violate any applicable laws regarding usury, such portion
shall be held by Landlord to pay the future obligations of Tenant as such
obligations arise and if Tenant discharges and performs all obligations
hereunder, such funds will be reimbursed (without interest) to Tenant on the
Termination Date. If any part of this Master Lease shall be determined to be invalid
or unenforceable, the remainder shall nevertheless continue in full force and
effect. Time is of the essence, 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 Saturday,
Sunday or federal holiday, then such period or date shall be extended until the
immediately following Business Day. Whenever the words “including”, “include”
or “includes” are used in this Master Lease, they shall be interpreted in a
non-exclusive manner as though the words “without limitation” immediately
followed. Whenever the words day or days are used in this Master Lease, they
shall mean “calendar day” or “calendar days” unless expressly provided to the
contrary. The titles and headings in this Master Lease are for convenience of
reference only and shall not in any way affect the meaning or construction of
any provision. Unless otherwise expressly provided, references to any “Section”
mean a section of this Master Lease (including all subsections), to any “Exhibit”
or “Schedule” mean an exhibit or schedule attached hereto or to “Medicare” or “Medicaid”
mean such programs and shall include any successor program. If more than one
Person is Tenant hereunder, their liability and obligations hereunder shall be
joint and several. Promptly upon the request of either party and at its
expense, the parties shall prepare, enter into and record a suitable short form
memorandum of this Master Lease. This Master Lease (a) contains the entire agreement of the parties as to
the subject matter hereof and supersedes all prior or contemporaneous verbal or
written agreements or understandings, (b) may
be executed in one or more facsimile or electronic counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
document, (c) may only be
amended by a writing executed by the parties, (d) shall
inure to the benefit of and be binding upon the successors and permitted
assigns of the parties, (e) shall
be governed by and construed and enforced in accordance with the internal laws
of the State of Florida, without regard to the conflict of laws rules thereof,
provided that the law of the State in which each Facility is located (each a “Situs State”) shall govern procedures for
enforcing, in the respective Situs State, provisional and other remedies
directly related to such Facility and related personal property as may be
required pursuant to the law of such Situs State, including without limitation
the appointment of a receiver; and, further provided that the law of the Situs
State also applies to the extent, but only to the extent, necessary to create,
perfect and foreclose the security interests and liens created under this
Master Lease, and (f) incorporates by this reference any Exhibits and
Schedules attached hereto.


 


23.      Right of First Refusal.


 


(a)       During the Term
and subject to the terms and conditions and except as otherwise expressly
provided in this Section 23. Tenant shall have a right of first
refusal to purchase all of the


 


22

















 


Subject Facilities (as
defined below) that are the subject of a Third Party Offer (as defined below).
Within five (5) Business Days of Landlord’s decision to accept a Third
Party Offer (or its acceptance of such offer subject to the right of first
refusal granted herein) Landlord shall deliver to Tenant a written notice (the “Offer Notice”) (i) stating that Landlord is prepared to accept (or has
already accepted subject to the right of first refusal granted herein) the
applicable Third Party Offer, (ii) identifying
the Subject Facilities, and (iii) describing
the material terms and conditions (including purchase price and earnest money
deposit) under which the third party proposes to purchase the Subject
Facilities.


 


(b)       As used herein,
the following terms shall have the following meanings:


 


(1)       “Third Party Offer” shall mean a written offer,
proposal, letter of intent or similar instrument setting forth the material
terms and conditions under which a third party which is not an Affiliate of
Landlord proposes to enter into a purchase of all or a portion of the Premises.


 


(2)       “Subject Facilities” shall mean that portion of
the Premises (or those Facilities) that are the subject of the purchase
proposal contained in the Third Party Offer.


 


(c)       Tenant shall
have fifteen (15) Business Days from its receipt of an Offer Notice to elect to
purchase the Subject Facilities by delivery of written notice of such election
to Landlord (the “Purchase Notice”).  For the avoidance of doubt, Tenant may
only elect to purchase all of the Subject Facilities and may not elect to
purchase some but not all of the Subject Facilities.


 


(d)       Landlord and
Tenant shall have a period of thirty (30) days from Landlord’s receipt of the
Purchase Notice (the “Purchase Agreement
Period”)  to negotiate
in good faith a purchase and sale agreement and related documentation necessary
to complete the disposition of the Subject Facilities (the “Purchase Documentation”).  The Purchase Documentation shall contain
the purchase price, earnest money deposit, and other material terms and
conditions contained in the Third Party Offer. In the event Landlord and Tenant
enter into the Purchase Documentation within the Purchase Agreement Period,
then the transaction that is the subject of such Purchase Documentation shall
be consummated within thirty (30) days of the execution thereof (the “Closing Date”).


 


(e)       In the event
that (i) Tenant does not
timely provide the Purchase Notice, (ii) Landlord
and Tenant are unable to agree upon the Purchase Documentation within the
Purchase Agreement Period, or (iii) following
execution of the Purchase Documentation, the transaction that is the subject
thereof is not consummated on or before the Closing Date as a result of a
default by Tenant in its obligations under the Purchase Documentation, then
Landlord shall be free to sell the Subject Facilities to the third party who
submitted the Third Party Offer on terms not materially more favorable to the
acquiring party than are set forth in the applicable Third Party Offer. If such
sale is not consummated within thirty (30) days following the Purchase
Agreement Period, or if at any time Landlord agrees with such third party to
modify the terms of the proposed transaction in a manner materially more
favorable to the third party, Tenant’s right of first refusal as granted herein
shall be reinstituted and Landlord shall give Tenant prompt written notice of
the same.


 


(f)        Notwithstanding
anything in this Section 23 which may be construed or interpreted
to the contrary, the terms of this Section 23 (including the right
of first refusal granted herein) shall not apply to any of the following: (i) any sale, transfer, or other
disposition of the Premises or any portion thereof to any Affiliate, parent, or
subsidiary of Landlord or to a joint venture entity, relationship, partnership
or similar business arrangement in which Landlord or any of Landlord’s
Affiliates is the


 


23

















 


managing member or general
partner and holds at least a twenty five percent (25%) equity ownership
interest, (ii) to any merger,
business combination, or similar transaction involving all or substantially all
of the assets of Landlord and its Affiliates; or (iii) any judicial or non-judicial foreclosure sale or
deed in lieu of foreclosure pursuant to any mortgage or deed of trust now or
hereafter encumbering the Premises or any portion thereof in favor of an
unaffiliated third party.


 


(g)       In the event
Tenant purchases the Subject Facilities pursuant to this Section 23,
this Master Lease shall terminate as to the Subject Facilities and the Minimum
Rent and Additional Rent due hereunder shall be reduced by the product of (i) the amount of the then current
Minimum Rent and Additional Rent, and (ii) a
fraction, the numerator of which is the portion of Landlord’s Investment
allocable to the Subject Facilities and the denominator of which is Landlord’s
Investment.


 


24.      Economic Substitution.


 


24.1    Provided that
no Event of Default exists on the Option Exercise Date or the Closing Date,
Tenant may offer to purchase an Option Premises (as defined herein) by giving
Landlord written notice thereof (the “Exercise
Notice”)  at least sixty
(60) days, but not more than one hundred eighty (180) days, prior to the
desired closing date (the date on which such notice is delivered being the “Option Exercise Date”)  provided that (a) Tenant provides Landlord with substitute Replacement
Premises in accordance with the requirements set forth below and (b) the substitution of the
Replacement Premises for the Option Premises does not result in a decrease in
the Rent Coverage Ratio from the Rent Coverage Ratio existing as of the
Exercise Date. Landlord may accept or reject such offer to purchase an Option
Premises at Landlord’s sole and absolute discretion. As used herein, “Option Premises” shall mean the Facility
or Facilities identified as the portion of the Premises that Tenant elects to
be designated as the Option Premises in the Exercise Notice; provided, however,
in no event shall Tenant be entitled to (i) include
any Facility in the Option Premises unless Landlord has owned such Facility for
a period of the greater of (x) two (2) years
or (y) the currently recognized “safe-harbor” holding period for Real
Estate Investment Trusts under the rules and regulations relating to “prohibited
transactions” or “dealer sales” under the Internal Revenue Code of 1986, as
amended, and (ii) designate
more than five (5) Facilities as Option Premises during the Term. As used
herein, “Replacement Premises” shall
mean a healthcare facility or facilities, of comparable or superior type, use,
and quality to the Option Premises, and, subject to customary due diligence and
property investigations by Landlord, reasonably acceptable to Landlord to be
added to the Premises demised under this Master Lease in place of the Option
Premises, as of the date of closing. As used herein, “Rent Coverage Ratio” means, as of the date of determination,
the ratio of (A) the
Portfolio EB1TDARM for the immediately preceding 6 calendar months, minus (I) an
assumed management fee equal to five percent (5%) of the gross revenues
generated during such six month period, and (II) one-twelfth
(1/12) of the CapEx Amount multiplied by the aggregate rentable square footage
of the Facilities on the calculation date and further multiplied by the number
of months in the period of determination, to (B) the
total amount of the Minimum Rent and Additional Rent due for such six month
period pursuant to the terms of this Master Lease. As used herein, “Portfolio EBITDARM” means, for any period
of determination, the aggregate net income (or loss) of Tenant for such period
to the extent derived from the collective operation of the Premises, adjusted
to add thereto, to the extent allocable to the Premises, without duplication,
any amounts deducted in determining such net income (or loss) for (a) interest expense, (b) income tax expense, (c) depreciation and amortization expense,
(d) rental expense, and (e) management fee expense, in each
case determined in conformity with generally accepted accounting principles,
consistently applied. With respect to any Replacement Premises that has been
operating for less than twelve (12) months as of the Option Exercise Date,


 


24

















 


Portfolio EBITDARM shall be
calculated using a commercially reasonable estimate of the net income (or loss)
of Tenant for such Replacement Premises during the first year of operations.
Such commercially reasonable estimate of net income (or loss) shall be based on
documentation that is reasonably satisfactory to Landlord and shall be
calculated utilizing accounting and forecasting principles consistently applied
and reasonably satisfactory to Landlord. Notwithstanding anything herein which
may be interpreted to the contrary, Tenant shall be responsible for all costs
and expenses incurred by Landlord or Tenant in connection with the transfer of
the Option Premises to Tenant and the transfer of the Replacement Premises to
Landlord, including, without limitation, all reasonable costs and expenses
incurred by Landlord in connection with its due diligence investigation of the
Replacement Premises (including reasonable attorneys’ fees), documentary
transfer taxes, any title insurance premiums pursuant to Section 24.2(d) below
and any and all recording and escrow fees.


 


24.2    In connection
with the transfer and conveyance of the Replacement Premises from Tenant to
Landlord, the following provisions shall apply. Any capitalized terms used in
this Section 24.2 and not otherwise defined herein shall have the
meanings given such terms in that certain Purchase and Sale Agreement between
NHP and certain Affiliates of Tenant dated as of September 30, 2008 (the “Purchase Agreement”).


 


(a)       The closing of
the transfer of the Replacement Premises from Tenant to Landlord shall be
consummated through an escrow established with a national title company
reasonably acceptable to Landlord (the “Title
Company”).


 


(b)       Landlord’s
obligation to accept the Replacement Premises pursuant to this Section 24
shall be conditioned upon (i) the
satisfaction of those conditions precedent contained in Sections 5.1(a) and
(b) of the Purchase Agreement, together with any additional commercially
reasonable conditions precedent reasonably requested by Landlord, (ii) Tenant providing to Landlord, on
or before the Substitution Closing Date, a certificate (in a form reasonably
acceptable to Landlord) representing and warranting to Landlord that the
representations and warranties contained in Sections 7.1(a) through (g) of
the Purchase Agreement, together with any other commercially reasonable
representations and warranties reasonably requested by Landlord, are accurate with
respect to the Replacement Premises as of the Substitution Closing Date, and (iii) Landlord and Tenant delivering
to Title Company any additional documents, information, or instruments
reasonably necessary to accomplish the transfer of the Replacement Premises to
Landlord and the transfer of the Option Premises to Tenant.


 


(c)       On a date
mutually acceptable to Landlord and Tenant following the satisfaction of the
conditions contained in Section 24.1 above (the “Substitution Closing Date”),  Tenant shall convey, at no cost to
Landlord, good and marketable title to the Replacement Premises pursuant to a
deed in a form reasonably acceptable to Landlord. Tenant shall deliver said
deed to the Title Company on the Business Day prior to the Substitution Closing
Date.


 


(d)       Concurrently
with the transfer and conveyance of the Replacement Premises to Landlord by
Tenant, at Tenant’s sole cost and expense the Title Company shall be committed
to issue an ALTA Extended Coverage Policy of Title Insurance in favor of Landlord
with respect to the Replacement Premises showing only those exceptions approved
in writing by Landlord, which approval shall not be unreasonably withheld,
conditioned or delayed, and which exceptions shall include the lien of any then
non-delinquent taxes and assessments.


 


25

















 


(e)       There shall be
no proration of income or expenses related to the Replacement Premises.


 


24.3    In connection
with the conveyance of the Option Premises from Landlord to Tenant, the
following provisions shall apply:


 


(a)       The closing of
the transfer of the Option Premises from Landlord to Tenant shall be
consummated through an escrow established with the Title Company and shall
occur concurrently with the transfer to Landlord of the Replacement Premises.


 


(b)       Landlord shall
convey title to the Option Premises pursuant to the form of deed mutually
acceptable to Landlord and Tenant and in an “as is” condition without
representation or warranty, but free and clear of all liens except Permitted
Exceptions. Landlord shall deliver said deed to the Title Company on the
Business Day prior to the Substitution Closing Date.


 


(c)       There shall be
no proration of income or expenses related to the Option Premises.


 


24.4    Landlord and
Tenant hereby acknowledge that either party may consummate the transfer of the
Replacement Premises to Landlord and the Option Premises to Tenant as part of a
so-called like kind exchange pursuant to section 1031 of the Internal Revenue
Code of 1986, as amended, and each party agrees to cooperate with the other
party to accomplish such an exchange, even if such an exchange may result in
the Substitution Closing Date being delayed for up to thirty (30) days as a
result of such an exchange. Notwithstanding the foregoing, the party desiring
such an exchange shall pay any additional costs that would not otherwise have
been incurred by Landlord or Tenant had such party not consummated the transfer
through such an exchange. Neither party shall by this agreement or acquiescence
to such an exchange desired by the other party (i) have its rights under this Section 24 affected
or diminished in any manner except as otherwise agreed to herein or (ii) be responsible for compliance
with or be deemed to have warranted to the other party that such party’s
exchange in fact complies with section 1031 of the Internal Revenue Code of
1986, as amended.


 


24.5    During the Term
and subject to the limitations set forth herein, if one or more of the
Facilities becomes uneconomical or unsuitable for continued use in Tenant’s
business, Tenant may, with respect to not more than two (2) uneconomical
Facilities, seek to terminate the Master Lease with respect to such
uneconomical Facility or Facilities (such facility being herein called the “EAP”)
in accordance with the conditions and limitations of this Section 24.5.


 


(a)       From time to
time during the Term and provided no Event of Default has occurred and is
continuing, if Tenant shall determine in good faith and deliver to Landlord a
certificate signed by the president or chief financial officer of Tenant
certifying that (i) continued use and occupancy by Tenant in Tenant’s
business at such EAP is no longer consistent with either the business operation
or business strategy of Tenant, and (ii) Tenant
has determined to abandon the use at such EAP, then Tenant may give Landlord
not less than ninety (90) calendar days prior written notice (the “EAP Notice”) that Tenant intends to
arrange a sale of the EAP (“EAP Sale”)  in accordance with the provisions of this Section 24.5.


 


(b)       In the case of
an EAP Sale, Tenant must arrange the sale of the EAP on behalf of Landlord on
terms and conditions reasonably acceptable to Landlord, which terms and
conditions shall include, without limitation, the following: (i) a
purchase price not less than the Replacement Value for


 


26

















 


such EAP, which purchase
price shall be payable in immediately available funds at the closing of the EAP
Sale, and (ii) the EAP Sale
shall be on an “as is”, “where is”, “with all faults” basis without any
representation or warranty whatsoever on the part of Landlord. As used herein, “Replacement Value” shall be an amount
equal to the greater of: (1) the
then Fair Market Value, as determined pursuant to Exhibit C, of the
EAP, or (2) Landlord’s
Investment in the EAP (minus any net award paid to Landlord for a taking
pursuant to Section 18). Prior to the closing of the EAP Sale,
Tenant shall deliver to Landlord a covenant and undertaking (“EAP  Undertaking”)  in a form reasonably acceptable to
Landlord pursuant to which Tenant (w) represents and warrants that Tenant
is permanently abandoning such EAP, (x) covenants to vacate such EAP prior
to the closing of the EAP Sale, (y) covenants not to operate another
radiation treatment center (or whatever the then permitted use of the EAP is at
the time of the EAP Notice) within five (5) miles of such EAP for two (2) years
from the date of the EAP Sale, and (z) acknowledges and agrees that a
breach or violation of such EAP Undertaking shall be an immediate Event of
Default under this Master Lease. Upon the sale of the EAP, this Master Lease
shall be deemed terminated as to such EAP and Minimum Rent and Additional Rent
due hereunder shall be reduced by the product of (1) the amount of the then current Minimum Rent and
Additional Rent, and (2) a
fraction, the numerator of which is the portion of Landlord’s Investment
allocable to such EAP and the denominator of which is Landlord’s Investment. If
Landlord elects not to accept an EAP Sale and provided that Tenant has
otherwise complied with all the provisions of this Section 24.5,
the Master Lease with respect to such EAP shall be deemed terminated and
Minimum Rent and Additional Rent due hereunder shall be reduced by the product
of (A) the amount of the then
current Minimum Rent and Additional Rent and (B) a
fraction, the numerator of which is the portion of Landlord’s Investment
allocable to such EAP and the denominator of which is Landlord’s Investment.


 


(c)       Notwithstanding
anything else in this Master Lease to the contrary, during the Term, Tenant
shall only be permitted to cause an EAP Sale or cause the termination of the
Master Lease for up to two (2) Facilities.


 


(d)       Tenant shall
pay all charges incident to any transaction pursuant to this Section 24.5,
including Landlord’s attorneys’ fees and expenses together with all prepayment
fees and expenses solely with respect to the applicable Facility, including
attorneys’ fees and expenses due a mortgagee, arising out of such transaction.


 


25.      Tax Treatment; Reporting. Landlord and
Tenant each acknowledge that each shall treat this transaction as a true lease
for state law purposes and shall report this transaction as a lease for Federal
income tax purposes. For Federal income tax purposes each shall report this
Master Lease as a true lease with Landlord as the owner of the Premises and
Tenant as the lessee of such Premises including: (1) treating Landlord as
the owner of the property eligible to claim depreciation deductions under Section 167
or 168 of the Internal Revenue Code of 1986 (the “Code”) with respect to the
Premises, (2) Tenant reporting its Rent payments as rent expense under Section 162
of the Code, and (3) Landlord reporting the Rent payments as rental
income. For the avoidance of doubt, nothing in this Master Lease shall be
deemed to constitute a guaranty, warranty or representation by either Landlord
or Tenant as to the actual treatment of this transaction for state law purposes
and for federal income tax purposes.


 


26.      Provisions Concerning Ft. Apache Facility. As of the date of the execution hereof, Nevada
Radiation Enterprises, LLC (“Nevada Radiation”) has not obtained all necessary
limited liability company approvals in order for the parties signing this
Master Lease relative to the Ft. Apache Facility


 


27

















 


(as denominated on Schedule
1 hereof) to execute same. Notwithstanding the foregoing, the Ft. Apache
Facility has been included herein but is subject to removal from the provisions
of this Master Lease as follows:


 


26.1    If all
appropriate limited liability company authority of Nevada Radiation with
respect to Nevada Radiation’s entry into this Master Lease has not been
obtained on or before April 15, 2010 from all members of Nevada Radiation,
Landlord shall so notify Tenant and Guarantor in writing, and thereupon the Ft.
Apache Facility shall be deemed to have not been included in this Master Lease
as of the date of the commencement of the Term hereof and the Landlord’s Investment
shall be modified to delete the amount allocated to the Ft. Apache Facility
therefrom, with the resultant figure being, for all purposes hereunder, the
Landlord’s Investment, and the Minimum Rent and Additional Rent due hereunder
shall be reduced by the product of (x) the amount of the then current
Minimum Rent and Additional Rent, and (y) a fraction, the numerator of
which is the portion of Landlord’s Investment allocated to the Ft. Apache
Facility and the denominator of which is Landlord’s Investment.


 


26.2    If all
appropriate limited liability company authority of Nevada Radiation with
respect to Nevada Radiation’s entry into this Master Lease has been obtained on
or before April 15, 2010 from all members of Nevada Radiation Landlord
shall so notify Tenant and Guarantor in writing and shall, concurrently
therewith, pay such amounts as were due hereunder with respect to the Ft.
Apache Facility on April 1, 2010, then and in that event, the Ft. Apache
Facility shall be included herein as if the signatures of the necessary parties
were obtained prior to the commencement of the Term hereof.


 


26.3    Notwithstanding
anything contained herein or otherwise to the contrary, the failure to obtain
all necessary limited liability company approvals of Nevada Radiation shall not
otherwise effect or impair any of the terms of this Master Lease as it relates
to any Facility other than the Ft. Apache Facility. Further, unless and until
the conditions of Section 26.2 above shall have occurred on or
before April 15, 2010, the existing lease between Nevada Radiation and
Nevada Radiation Therapy Managements Services, Inc. (the “Ft. Apache Lease”)  shall remain in full force and effect;
provided, however, that any rentals paid to Landlord pursuant to the terms of
this Master Lease for such period ending on April 15, 2010 and attibutable
to the Ft. Apache Facility shall be credited toward any rental amounts so
payable under the Ft. Apache Lease for such period, it being the intent of the
parties hereto that in any and all events Tenant will not pay and Landlord will
not receive “double” rental payments with respect to the Ft. Apache Facility
for such period.


 


27.      Provisions Concerning Southbridge Facility.


 


27.1    Landlord shall
have the unilateral right to remove the Southbridge Facility (as denominated on
Schedule 1 hereof) from the operation and effect of this Master Lease at
any time on or before April 15, 2010 (the period commencing on the date
hereof and continuing through and including such date being referred to herein
as the “Southbridge Removal Period”)  by delivering to Tenant written notice of
its determination so to remove the Southbridge Facility. In the event that
Landlord shall so elect to remove the Southbridge Facility from this Master
Lease during the Southbridge Removal Period, the Southbridge Facility shall be
deemed to have not been included in this Master Lease as of the date of the
commencement of the Term hereof and the Landlord’s Investment shall be modified
to delete therefrom the amount allocated to the Southbridge Facility with the
resultant figure being, for all purposes hereunder, the Landlord’s Investment
and the existing lease (the “Southbridge
Existing Lease”)  between
Theriac Enterprises of Harrington, LLC and Central Massachusetts Comprehensive
Cancer Care


 


28

















 


Center, LLC, a Massachusetts
limited liability company (“CMCCC”)
shall be deemed in full force and effect as if the Southbridge Existing Lease
had not been superseded and replaced by this Master Lease.


 


27.2    During the
Southbridge Removal Period, the parties agree to reasonably cooperate and
negotiate in good faith and with all diligence an amendment to this Master
Lease (the “Southbridge Amendment”)  acceptable to Landlord’s existing (as of
the effective date of this Master Lease) mortgage lender with respect to the
Premises in order to address the following:


 


(a)       The removal of
the Southbridge Facility from this Master Lease and the reinstatement of the
Southbridge Existing Lease in the event of either (i) the exercise and
consummation by Harrington Memorial Hospital, Inc., a Massachusetts
not-for-profit corporation (“Harrington”)
of its right and option (the “Harrington LLC
Option”) pursuant to the existing Operating Agreement of CMCCC to
purchase the membership interest of New England Radiation Therapy Management
Services, Inc., an affiliate of Guarantor, in CMCCC or (ii) the
exercise and consummation by Alliance Oncology, LLC, a Delaware limited
liability company (“Alliance”)  of its right and option (the “Alliance Option”; which Alliance Option is
expressly subordinate to the Harrington LLC Option) pursuant to the provisions
of Section 7.3 of that certain Implementation and Transfer Agreement (the “Alliance Agreement”)  dated January 9, 2008 as between
Alliance, Guarantor and other parties, to purchase the membership interest of
New England Radiation Therapy Management Services, Inc., an affiliate of
Guarantor, in CMCCC, and the termination of this Master Lease as to the
Southbridge Facility thereupon and the reduction of the Minimum Rent and
Additional Rent due hereunder thereafter such that such Minimum Rent and
Additional Rent are reduced by the product of (x) the amount of the then
current Minimum Rent and Additional Rent, and (y) a fraction, the numerator
of which is the portion of Landlord’s Investment allocated to the Southbridge
Facility and the denominator of which is Landlord’s Investment.


 


(b)       The removal of
the Southbridge Facility from this Master Lease in the event that Harrington
shall exercise and consumate its option, pursuant to that certain Option to
Purchase Agreement dated September 15, 2008 by and among Harrington,
CMCCC, et al., to purchase the
ground lease which demises the property upon which the Southbridge Facility is
located and the reduction of the Minimum Rent and Additional Rent due hereunder
thereafter such that such Minimum Rent and Additional Rent are reduced by the
product of (x) the amount of the then current Minimum Rent and Additional
Rent, and (y) a fraction, the numerator of which is the portion of
Landlord’s Investment allocated to the Southbridge Facility and the denominator
of which is Landlord’s Investment.


 


(c)       As and to the
extent required under the Alliance Agreement, the consent of Alliance as to
entry into this Master Lease with respect to the Southbridge Facility,
inclusive of the amendment referred to hereinabove in this Section 27.2
should the same may be entered into.


 


[SIGNATURE PAGES FOLLOW]


 


29














 


IN WITNESS WHEREOF, this
Master Lease has been executed by Landlord and Tenant as of the date first
written above.


 


	
  Signed, sealed and
  delivered:

  	
   

  	
  TENANT:

  
	
  in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
  Arizona Radiation Therapy
  Management Services, Inc.

  
	
   

  	
   

  	
   

  
	
  /s/ Ann Marie Bussanich

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Print Name:

  	
  Ann Marie Bussanich

  	
   

  	
  Print Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  As Its:

  	
   

  
	
  /s/ Susan M. Deleiuliu

  	
   

  	
   

  
	
  Print Name: 

  	
  Susan M. Deleiuliu

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21st Century Oncology, LLC

  
	
   

  	
   

  	
   

  
	
  /s/ Ann Marie Bussanich

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Print Name:

  	
  Ann Marie Bussanich

  	
   

  	
  Print Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  As Its:

  	
   

  
	
  /s/ Susan M. Deleiuliu

  	
   

  	
   

  
	
  Print Name:

  	
  Susan M. Deleiuliu

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21st Century Oncology Management
  Services, Inc.

  
	
   

  	
   

  	
   

  
	
  /s/ Ann Marie Bussanich

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Print Name:

  	
  Ann Marie Bussanich

  	
   

  	
  Print Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  As Its:

  	
   

  
	
  /s/ Susan M. Deleiuliu

  	
   

  	
   

  
	
  Print Name:

  	
  Susan M. Deleiuliu

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21st Century Oncology of El Segundo, LLC

  
	
   

  	
   

  	
   

  
	
  /s/ Ann Marie Bussanich

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Print Name:

  	
  Ann Marie Bussanich

  	
   

  	
  Print Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  As Its:

  	
   

  
	
  /s/ Susan M. Deleiuliu

  	
   

  	
   

  
	
  Print Name:

  	
  Susan M. Deleiuliu

  	
   

  	
   

  
								



 


30

















 


	
   

  	
   

  	
  21st Century Oncology of Kentucky, LLC

  
	
   

  	
   

  	
   

  
	
  /s/ Ann Marie Bussanich

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Print Name:

  	
  Ann Marie Bussanich

  	
   

  	
  Print Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  As Its:

  	
   

  
	
  /s/ Susan M. Deleiuliu

  	
   

  	
   

  
	
  Print Name:

  	
  Susan M. Deleiuliu

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Nevada Radiation Therapy
  Management Services, Inc.

  
	
   

  	
   

  	
   

  
	
  /s/ Ann Marie Bussanich

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Print Name:

  	
  Ann Marie Bussanich

  	
   

  	
  Print Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  As Its:

  	
   

  
	
  /s/ Susan M. Deleiuliu

  	
   

  	
   

  
	
  Print Name:

  	
  Susan M. Deleiuliu

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  West Virginia Radiation
  Therapy Services, Inc.

  
	
   

  	
   

  	
   

  
	
  /s/ Ann Marie Bussanich

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Print Name:

  	
  Ann Marie Bussanich

  	
   

  	
  Print Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  As Its:

  	
   

  
	
  /s/ Susan M. Deleiuliu

  	
   

  	
   

  
	
  Print Name:

  	
  Susan M. Deleiuliu

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21st Century Oncology of New Jersey, Inc.

  
	
   

  	
   

  	
   

  
	
  /s/ Ann Marie Bussanich

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Print Name:

  	
  Ann Marie Bussanich

  	
   

  	
  Print Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  As Its:

  	
   

  
	
  /s/ Susan M. Deleiuliu

  	
   

  	
   

  
	
  Print Name:

  	
  Susan M. Deleiuliu

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Central Massachusetts
  Comprehensive Cancer Center, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Ann Marie Bussanich

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Print Name:

  	
  Ann Marie Bussanich

  	
   

  	
  Print Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  As Its:

  	
   

  
	
  /s/ Susan M. Deleiuliu

  	
   

  	
   

  
	
  Print Name:

  	
  Susan M. Deleiuliu

  	
   

  	
   

  
							



 


31

















 


	
   

  	
   

  	
  Jacksonville Radiation
  Therapy Services, Inc.

  
	
   

  	
   

  	
   

  
	
  /s/ Ann Marie Bussanich

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Print Name:

  	
  Ann Marie Bussanich

  	
   

  	
  Print Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  As Its:

  	
   

  
	
  /s/ Susan M. Deleiuliu

  	
   

  	
   

  
	
  Print Name:

  	
  Susan M. Deleiuliu

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21st Century Oncology of Jacksonville, Inc.

  
	
   

  	
   

  	
   

  
	
  /s/ Ann Marie Bussanich

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Print Name:

  	
  Ann Marie Bussanich

  	
   

  	
  Print Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  As Its:

  	
   

  
	
  /s/ Susan M. Deleiuliu

  	
   

  	
   

  
	
  Print Name:

  	
  Susan M. Deleiuliu

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  California Radiation
  Therapy Management Services, Inc.

  
	
   

  	
   

  	
   

  
	
  /s/ Ann Marie Bussanich

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Print Name:

  	
  Ann Marie Bussanich

  	
   

  	
  Print Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  As Its:

  	
   

  
	
  /s/ Susan M. Deleiuliu

  	
   

  	
   

  
	
  Print Name:

  	
  Susan M. Deleiuliu

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Palms West Radiation
  Therapy, LLC

  
	
   

  	
   

  	
   

  
	
  /s/ Ann Marie Bussanich

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Print Name:

  	
  Ann Marie Bussanich

  	
   

  	
  Print Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  As Its:

  	
   

  
	
  /s/ Susan M. Deleiuliu

  	
   

  	
   

  
	
  Print Name:

  	
  Susan M. Deleiuliu

  	
   

  	
   

  
							



 


32

















 


	
  Signed, sealed and
  delivered:

  	
   

  	
  LANDLORD:

  
	
  in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
  Theriac Rollup, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
  (FL Document #
  L06000088324)

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Arizona Radiation
  Enterprises, LLC

  
	
   

  	
   

  	
   

  	
  an Arizona limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bonita Radiation
  Associates, LLC

  
	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  
							



 


33

















 


	
   

  	
   

  	
  Theriac Enterprices of
  Bradenton, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bradenton Radiation
  Associates, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Theriac Enterprises of
  Casa Grande, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  



 


34

















 


	
   

  	
   

  	
  Theriac Enterprises of
  Colonial, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited liability
  company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Colonial Radiation Associates,
  LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Crestview Radiation
  Enterprises, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  



 


35

















 


	
   

  	
   

  	
  Destin Radiation
  Enterprises, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Theriac Enterprises of El
  Segundo, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Walton Beach
  Radiation Enterprises, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  



 


36

















 


	
   

  	
   

  	
  Theriac Enterprises of
  Franfort, Kentucky, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Theriac Enterprises of
  Gilbert, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Theriac Enterprises of
  Greenbrier, WV, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  



 


37

















 


	
   

  	
   

  	
  Theriac Enterprises of
  Hammonton, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Theriac Enterprises of
  Harrington, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Henderson Radiation
  Associates, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Theriac Enterprises of
  Jacksonville, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  



 


 


38

















 


	
   

  	
   

  	
  Lehigh Radiation Associates,
  LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Marco Island Radiation
  Enterprise, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Nevada Radiation
  Enterprises, L.L.C.

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  



 


39

















 


	
   

  	
   

  	
  Palm Springs Radiation
  Enterprises, LLC

  
	
   

  	
   

  	
   

  	
  a California limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Theriac Enterprises of
  Peoria, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited liability
  company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  



 


40

















 


	
   

  	
   

  	
  Theriac Enterprises of
  Rancho Mirage, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Theriac Enterprises of
  Scottsdale, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited liability
  company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tamarac Radiation
  Associates, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz, Managing
  Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  	
   

  



 


41

















 


	
   

  	
   

  	
  West Palm Radiation
  Associates, L.L.C.

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Theriac Enterprises of
  Yucca Valley, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TEM, LLC

  
	
   

  	
   

  	
   

  	
  a Florida limited
  liability company, its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
  Daniel E. Dosoretz,
  Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ James Bunnell

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  James Bunnell

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Catherine A. Newkirk

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Catherine A. Newkirk

  	
   

  	
   

  	
   

  



 


42

















 


THE
GUARANTOR IS MADE A PARTY HERETO SOLELY AS TO ITS ACKNOWLEDGMENTS AND
OBLIGATIONS UNDER THE INTRODUCTORY PARAGRAPHS TO THIS MASTER LEASE:


 


	
  Signed, sealed and
  delivered:

  	
   

  	
  GUARANTOR: Radiation
  Therapy Services, Inc.

  
	
  in the presence of:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Martha D. Doyle

  	
   

  	
  By:

  	
  /s/ Bryan J. Carey

  
	
  Print Name:

  	
  Martha D. Doyle

  	
   

  	
  Print Name:

  	
  Bryan J. Carey

  
	
   

  	
   

  	
  As Its:

  	
  EVP & CFO

  
	
  /s/ Andrea L. Britt

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Andrea L. Britt

  	
   

  	
   

  	
   

  
								



 


43






 


 


 










 


EXHIBIT “A”


 


LEGAL DESCRIPTIONS


 


See
attached;


includes
all improvements thereon and all appurtenances thereto.


 


44

















 


EXHIBIT “A-l”


 


1281 E. Cottonwood Lane

Casa Grande, AZ 85222 (Casa Grande (CGA))


 


Real property in the City of
Casa Grande, County of Pinal, State of Arizona, described as follows:


 


THE EAST 285.50 FEET OF THE
NORTH 400.15 FEET OF THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 6
SOUTH, RANGE 6 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, PINAL COUNTY,
ARIZONA;


 


EXCEPT THE EAST 35.00 FEET
AND THE NORTH 50.00 FEET THEREOF.


 


45

















 


EXHIBIT “A-2”


 


2680 South Val Vista Dr., Units 101, 105, 107, 109, and 115 

Gilbert, AZ 85295 (Gilbert (GLA))


 


Real property in the City of
Gilbert, County of Maricopa, State of Arizona, described as follows:


 


UNITS 101, 105, 107, 109 AND
115, 2680-BUILDING #9, SPECTRUM FALLS PROFESSIONAL PARK, A CONDOMINIUM AS
CREATED BY THAT CERTAIN DECLARATION RECORDED AS 2006-410779 OF OFFICIAL
RECORDS; FIRST AMENDMENT RECORDED AS 2006-1149379 OF OFFICIAL RECORDS;
RE-RECORDED AS 2006-1222782 OF OFFICIAL RECORDS; SECOND AMENDMENT RECORDED AS
2007-629562 OF OFFICIAL RECORDS; AS SHOWN ON THE PLAT OF SAID CONDOMINIUM
RECORDED IN BOOK 804 OF MAPS, PAGE 37; FIRST AMENDMENT PLAT RECORDED IN BOOK
858 OF MAPS, PAGE 47; AFFIDAVIT OF CORRECTION RECORDED AS 2006-1222781 OF
OFFICIAL RECORDS; SECOND AMENDMENT PLAT RECORDED IN BOOK 915 OF MAPS, PAGE 27
AND THIRD AMENDMENT PLAT RECORDED IN BOOK 1034 OF MAPS, PAGE 39 IN THE OFFICE
OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA.


 


TOGETHER WITH AN UNDIVIDED
INTEREST IN AND TO THE COMMON ELEMENTS AS SET FORTH IN SAID DECLARATION AND AS
DESIGNATED ON SAID PLAT.


 


46

















 


EXHIBIT “A-3”


 


9159 W. Thunderbird Road, Building F 

Peoria, AZ 85381 (Peoria (PEA))


 


Real property in the City of
Peoria, County of Maricopa, State of Arizona, described as follows:


 


PARCEL NO. 1:


 


UNITS 101 THROUGH 112, INCLUSIVE,
OF BUILDING F, OF PLAZA TOWN CENTER OFFICE CONDOMINIUM, A CONDOMINIUM AS
CREATED BY THAT CERTAIN DECLARATION RECORDED SEPTEMBER 07, 2006 AS 2006-1189463
OF OFFICIAL RECORDS AND SHOWN ON THE PLAT OF SAID CONDOMINIUM RECORDED AS BOOK
861 OF MAPS, PAGE 24, IN THE OFFICE OF THE COUNTY RECORDER OF MARICOPA
COUNTY, ARIZONA.


 


TOGETHER WITH AN UNDIVIDED
INTEREST IN AND TO THE COMMON ELEMENTS AS SET FORTH IN SAID DECLARATION AND AS
DESIGNATED ON SAID PLAT.


 


PARCEL NO. 2:


 


A  NON-EXCLUSIVE, EASEMENT FOR UTILITY SERVICES AND VEHICULAR
AND PEDESTRIAN INGRESS AND EGRESS AS SET FORTH IN DECLARATION OF EASEMENTS
RECORDED NOVEMBER 14, 2005 AS 2005-1722279 OF OFFICIAL RECORDS AND RE-RECORDED
OCTOBER 24, 2007 AS 2007-1151579 OF OFFICIAL RECORDS OVER THE FOLLOWING
DESCRIBED PROPERTY;


 


A PORTION OF THE NORTHWEST
QUARTER OF SECTION 15, TOWNSHIP 3 NORTH, RANGE 1 EAST OF THE GILA AND SALT
RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:


 


COMMENCING AT THE NORTH
QUARTER CORNER OF SECTION 16 OF SAID TOWNSHIP 3 NORTH;


 


THENCE, NORTH 87 DEGREES 41
MINUTES 30 SECONDS EAST, ALONG THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 16,
AND THE MONUMENT LINE OF THUNDERBIRD ROAD, A DISTANCE OF 2,691.62 FEET TO THE
NORTHEAST CORNER OF SAID SECTION 16;


 


THENCE, SOUTH 00 DEGREES 29
MINUTES 59 SECONDS WEST, A DISTANCE OF 55.07 FEET TO A POINT ON THE SOUTH
RIGHT-OF-WAY LINE OF SAID THUNDERBIRD ROAD AND THE TRUE POINT OF BEGINNING;


 


THENCE, NORTH 87 DEGREES 42
MINUTES 37 SECONDS EAST, ALONG SAID SOUTH


 


47

















 


RIGHT-OF-WAY LINE, A
DISTANCE OF 25.03 FEET;


 


THENCE, SOUTH 00 DEGREES 29
MINUTES 59 SECONDS WEST, A DISTANCE OF 392.46 FEET;


 


THENCE, NORTH 89 DEGREES 30
MINUTES 01 SECONDS WEST, A DISTANCE OF 25.00 FEET;


 


THENCE, NORTH 00 DEGREES 29
MINUTES 59 SECONDS EAST, A DISTANCE OF 391.24 FEET TO THE TRUE POINT OF
BEGINNING.


 


PARCEL NO. 3:


 


A NON-EXCLUSIVE, PERPETUAL
EASEMENT FOR THE PURPOSES OF REASONABLE VEHICULAR AND PEDESTRIAN INGRESS AND
EGRESS, PARKING SPACES, DRAINAGE AND RETENTION OF STORM WATER, UTILITIES, AS
CREATED BY THE DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS
FOR PLAZA TOWN CENTER RECORDED AS 2006-990215 OF OFFICIAL RECORDS; FIRST
AMENDMENT RECORDED AS 2006-1654818 OF OFFICIAL RECORDS; SECOND AMENDMENT
RECORDED AS 2007-198628 OF OFFICIAL RECORDS AND RE-RECORDED AS 2007-210971 OF
OFFICIAL RECORDS.


 


48

















 


EXHIBIT “A-4”


 


7337 East Thomas Road, Scottsdale, AZ 85251 (Scottsdale
(SAZ))


 


Real property in the City of
Scottsdale, County of Maricopa, State of Arizona, described as follows:


 


LOTS 1, 2 AND 3, BLOCK 1, OF
JUANITA “Y” OLMO FRONTIER PLACE, ACCORDING TO THE PLAT OF RECORD IN THE OFFICE
OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, RECORDED IN BOOK 46 OF
MAPS, PAGE 12.


 


49

















 


EXHIBIT “A-5”


 


7340 East Thomas Road, Scottsdale, AZ 85251 (Scottsdale
(SAZ))


 


Real property in the City of
Scottsdale, County of Maricopa, State of Arizona, described as follows:


 


THE EAST 160.00 FEET OF THAT
PART OF LOT 4, BLOCK 13, OF SECURITY ACRES AMENDED, ACCORDING TO THE PLAT
OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA,
RECORDED IN BOOK 8 OF MAPS, PAGE 59, DESCRIBED AS FOLLOWS:


 


BEGINNING AT THE SOUTHEAST
CORNER OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 26,
TOWNSHIP 2 NORTH, RANGE 4 EAST;


 


RUN THENCE WEST 20.00 FEET;


 


THENCE NORTH PARALLEL TO AND
20.00 FEET WEST OF THE EAST LINE OF THE SOUTHWEST QUARTER OF THE SOUTHWEST
QUARTER OF SAID SECTION 26, A DISTANCE OF 284.59 FEET;


 


THENCE NORTH 89 DEGREES 59
MINUTES WEST 136.38 FEET TO THE TRUE POINT OF BEGINNING;


 


THENCE NORTH 89 DEGREES 59
MINUTES WEST 500.00 FEET MORE OR LESS TO THE WEST LINE OF SAID LOT 4;


 


THENCE SOUTH 251.88 FEET
MORE OR LESS TO THE SOUTHWEST CORNER OF SAID LOT 4;


 


THENCE EAST ALONG THE SOUTH
LINE OF LOT 4, A DISTANCE OF 500.00 FEET;


 


THENCE NORTH TO THE POINT OF
BEGINNING.


 


ALSO DESCRIBED AS (AS
SURVEYED LEGAL DESCRIPTION):


 


Situated in the State of Arizona,
County of Maricopa, City of Scottsdale being part of the Southwest Quarter of Section 26,
Township 2 North, Range 4 East of the Gila and Salt River Meridian, and being
the East 160.00 feet of that part of Lot 4, Block 13 of “SECURITY ACRES”
according to the Plat of Record recorded in Book 8 of Maps, Page 59 of
said Maricopa County Records, and being more particularly bounded and described
as follows:


 


BEGINNING at a brass cap in
hole found at the Southeast corner of the Southwest Quarter of the Southwest
Quarter of said Section 26, said point also being the centerline
intersection of Thomas Road and Civic Center Plaza;


 


50

















 


Thence South 90 degrees 00
minutes 00 seconds West, along said centerline of Thomas Road, a distance of
20.00 feet;


 


Thence North 00 degrees 18
minutes 30 seconds East, leaving said centerline along a line parallel to and
20.00 feet West of the East line of the Southwest Quarter of the Southwest
Quarter of said Section 26, a distance of 284.59 feet to a point;


 


Thence North 89 degrees 59
minutes 00 seconds West, a distance of 136.38 feet to the TRUE POINT OF
BEGINNING;


 


Thence South 00 degrees 18
minutes 30 seconds West, a distance of 229.63 feet to a point along the
Northerly right of way line of said Thomas Road;


 


Thence South 90 degrees 00
minutes 00 seconds West, along said right of way line, a distance of 160.00
feet to a point;


 


Thence North 00 degrees 18
minutes 30 seconds East, leaving said right of way line, a distance of 229.68
feet to a point;


 


Thence South 89 degrees 59
minutes 00 seconds East, a distance of 160.00 feet to the TRUE POINT OF
BEGINNING and containing 0.84 acres (36,745 square feet) of land.


 


51

















 


EXHIBIT “A-6”


 


860 Parkview Dr. N, Units A & B, El Segundo, CA
90245 (El Segundo)


 


Real property in the City of
El Segundo, County of Los Angeles, State of California, described as follows:


 


PARCEL 1:


 


THAT PORTION OF LOT 4 OF
TRACT NO. 68231, FN THE CITY OF EL SEGUNDO, IN THE COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1344 PAGES 11 TO 15 INCLUSIVE
OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BEING SHOWN
AND DEFINED AS BUILDING 10 IN THAT CERTAIN CONDOMINIUM PLAN FOR BUILDING 10 RECORDED
FEBRUARY 20, 2008 AS INSTRUMENT NO. 2008-0293799 OF OFFICIAL RECORDS OF SAID
COUNTY.


 


EXCEPT THEREFROM UNITS
B10-U1 THROUGH B10-U4 INCLUSIVE AS SHOWN AND DEFINED ON THE CONDOMINIUM PLAN
ABOVE MENTIONED.


 


PARCEL 2:


 


UNITS BI0-U1 THROUGH B10-U4
INCLUSIVE AS SHOWN AND DEFINED ON THE CONDOMINIUM PLAN ABOVE MENTIONED.


 


PARCEL 3:


 


NON-EXCLUSIVE EASEMENT(S) APPURTENANT
TO PARCELS 1 AND 2 ABOVE IN COMMON WITH OTHERS OWNERS, FOR THE PURPOSES SET
FORTH IN THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS,
EASEMENTS AND ENVIRONMENTAL RESTRICTIONS FOR CAMPUS EL SEGUNDO RECORDED OCTOBER
3, 2006 AS INSTRUMENT NO. 06-2202258, OF OFFICIAL RECORDS AS AMENDED BY
INSTRUMENT RECORDED MARCH 17, 2008 AS INSTRUMENT NO. 2008-0451631 OF
OFFICIAL RECORDS AND IN THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS AND
RESTRICTIONS OF THE EDGE AT CAMPUS EL SEGUNDO MASTER ASSOCIATION RECORDED
FEBRUARY 27, 2008 AS INSTRUMENT NO. 2008-334845, OFFICIAL RECORDS AS AMENDED BY
INSTRUMENTS RECORDED OCTOBER 21, 2008 AS INSTRUMENT NO. 2008-1870879 AND
RECORDED APRIL 15, 2009 AS INSTRUMENT NO. 2009-0542599, OFFICIAL RECORDS.


 


ALSO EXCEPT THEREFROM ALL
NATURAL GAS CONTAINED IN OR UNDER OR THAT MAY BE PRODUCED FROM SAID LAND,
TOGETHER WITH THE EXCLUSIVE RIGHT TO DRILL FOR AND PRODUCE SUCH NATURAL GAS
FROM SAID LAND BY


 


52

















 


WHIPSTOCKING OR DIRECTIONAL
DRILLING OR OTHER SUBSURFACE OPERATIONS CONDUCTED FROM SURFACE LOCATIONS ON
OTHER LAND AND THE EXCLUSIVE RIGHT TO USE THE SUBSURFACE OF SAID LAND FOR THE
PURPOSE OF INJECTING NATURAL GAS THEREIN FOR STORAGE AND FOR REPRESSURING THE
FORMATIONS UNDERLYING SAID LAND, AND EXPRESSLY EXCEPTING FROM THIS CONVEYANCE
ANY AND ALL RIGHT TO GO UPON OR USE THE SURFACE OF THE LAND THEREIN DESCRIBED
IN ANY MANNER FOR THE PURPOSE OF DISCOVERING OR EXTRACTING SUCH NATURAL GAS, AS
CONTAINED IN THE GRANT DEED TO STANDARD OIL COMPANY OF CALIFORNIA, A DELAWARE
CORPORATION, RECORDED JULY 27, 1943 AS INSTRUMENT NO. 944, IN BOOK 20145
PAGE 298, OF OFFICIAL RECORDS.


 


ALSO EXCEPT THEREFROM ALL
OIL, HYDROCARBON AND MINERAL SUBSTANCES, IF ANY, EXCEPT NATURAL GAS,
CONTAINED IN OR UNDER OR THAT MAY BE PRODUCED FROM SAID LAND, WITHOUT THE
RIGHT TO ENTER UPON THE SURFACE OF SAID LAND, FOR THE PURPOSE OF EXTRACTING ANY
SUCH OIL, HYDROCARBON AND MINERAL SUBSTANCES, NOR FOR ANY OTHER PURPOSE, AS
CONTAINED IN THE GRANT DEED TO CHANSLOR-CANFIELD MIDWAY OIL COMPANY, A
CALIFORNIA CORPORATION, RECORDED SEPTEMBER 7, 1945 AS INSTRUMENT NO. 1530, IN
BOOK 22243 PAGE 336, OF OFFICIAL RECORDS.


 


APN: 4138-030-060 and
4138-030-061 and 4138-030-062 and 4138-030-063


 


53






 


 










 


EXHIBIT “A-7”


 


77-840 Flora Road, Palm Desert, CA 92211 (Palm Desert (PSC))


 


Real property situated in
the unincorporated area of the County of Riverside, State of California,
described as follows:


 


PARCEL I:


 


PARCEL 21-B AS SHOWN ON
CERTIFICATE OF PARCEL MERGER NO. 1401 AS EVIDENCED BY DOCUMENT RECORDED AUGUST
28, 2003 AS INSTRUMENT NO. 2003-665897 OF OFFICIAL RECORDS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:


 


PARCEL 36 OF PARCEL MAP NO.
29715-1, AS FILED IN BOOK 202 AT PAGES 35 THROUGH 39 INCLUSIVE, OF PARCEL MAPS,
RECORDED OF RIVERSIDE COUNTY, CALIFORNIA, TOGETHER CORNER OF SAID PARCEL “A”‘
OF CERTIFICATE OF PARCEL MERGER NO. 01354, RECORDED JULY 1, 2003, AS INSTRUMENT
NO. 2003-487225, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:


 


BEGINNING AT THE NORTHWEST
CORNER OF SAID PARCEL “A”‘ THENCE ALONG THE NORTH LINE OF SAID PARCELS “A” AND
36, SOUTH 89° 16’ 55” EAST 396.41 FEET TO THE NORTHEAST CORNER OF PARCEL 36;
THENCE ALONG THE EAST LINE OF SAID PARCEL 36 THE FOLLOWING TWO COURSES: SOUTH
00° 43’ 05” WEST 102.13 FEET; THENCE SOUTH 42° 55’ 16” EAST 123.44 FEET TO THE
SOUTH LINE OF PARCEL 36 AND THE BEGINNING OF A NON-TANGENT CURVE CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 628.50 FEET, A RADIAL LINE THROUGH SAID
POINT BEARS NORTH 1° 52’ 15” WEST; THENCE ALONG SAID CURVE AND SOUTH LINE
THROUGH A CENTRAL ANGLE OF 31° 16’ 00” AN ARC LENGTH OF 342.98 FEET TO THE
BEGINNING OF A REVERSE CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 24.50
FEET, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 33° 08’ 15” WEST; THENCE
WESTERLY AND NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 82° 54’
07” AN ARC LENGTH OF 35.45 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE
SOUTHWESTERLY AND HAVING A RADIUS OF 228.50 FEET, A RADIAL LINE THROUGH SAID POINT
BEARS NORTH 49° 45’ 52” EAST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 37° 42’ 44” AN ARC LENGTH OF 150.40 FEET TO THE SOUTHWEST
CORNER OF SAID PARCEL “A”, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 12° 03’
08” EAST; THENCE ALONG THE WEST LINE OF PARCEL “A”, NORTH 00° 42’ 34” EAST
218.83 FEET TO THE NORTHWEST CORNER OF PARCEL “A” AND THE POINT OF BEGINNING.


 


54

















 


PARCEL II:


 


A NONEXCLUSIVE EASEMENT FOR
INGRESS, EGRESS, PEDESTRIAN WALKWAY AND GENERAL RECREATIONAL PURPOSES OVER AND
UPON THE COMMON AREAS AS SET FORTH AND GRANTED IN THAT CERTAIN “AMENDED AND
RESTATED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND RESERVATION
OF EASEMENTS FOR DESERT BUSINESS PARK” RECORDED MAY 12, 2006 AS INSTRUMENT
NO. 2006-0347510, OF OFFICIAL RECORDS.


 


APN: 626-420-048-6


 


55

















 


EXHIBIT “A-8”


 


40055 Bob Hope Drive, Units 1 & 2 and 40101 Bob Hope
Drive, Units 7 & 8 

Rancho Mirage, CA 92270 (Rancho Mirage (RMC))


 


Real property in the City of
Rancho Mirage, County of Riverside, State of California, described as follows:


 


A CONDOMINIUM COMPRISED OF:


 


PARCEL 1:


 


AN UNDIVIDED 20.17% INTEREST
IN AND TO ALL THAT PORTION OF PARCEL 1 PARCEL MAP NO. 33207, IN THE CITY
OF RANCHO MIRAGE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED
IN BOOK 218, PAGE(S) 89 AND 90 OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, SHOWN AND DEFINED AS “COMMON AREA” ON THE
CONDOMINIUM PLAN RECORDED MARCH 14, 2007 AS INSTRUMENT/FILE NO.
2007-0175595, OF OFFICIAL RECORDS OF SAID COUNTY.


 


EXCEPTING THEREFROM AN
UNDIVIDED 1/16 OF ALL COAL, OIL, OIL SHALE, GAS PHOSPHATE, SODIUM AND OTHER
MINERAL DEPOSITS IN SAID LAND, AS RESERVED IN THE PATENT FROM THE STATE OF
CALIFORNIA, RECORDED SEPTEMBER 16, 1926 IN BOOK 9 PAGE 166, OF PATENTS OF
RIVERSIDE COUNTY.


 


PARCEL 2:


 


ALL THAT PORTION OF PARCEL 1
OF PARCEL MAP NO. 33207 SHOWN AND DEFINED AS UNIT NO(S) 1, 2, 7 and 8 ON
SAID CONDOMINIUM PLAN.


 


PARCEL 3:


 


NONEXCLUSIVE EASEMENTS FOR
THE BENEFIT OF AND APPURTENANT TO PARCELS 1 AND 2 ABOVE, SUCH EASEMENTS ARE SET
FORTH IN THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS RECORDED MARCH 14,
2007 AS INSTRUMENT/FILE NO. 07-175596 OF OFFICIAL RECORDS OF SAID COUNTY, AND
ANY NOW OR HEREAFTER RECORDED AMENDMENTS THERETO (THE “DECLARATION”).


 


APN: 684-641-001-0 (Unit 1);
684-641-002-1 (Unit 2); 684-641-007-6 (Unit 7); 684-641-008-7 (Unit 8)


 


56

















 


EXHIBIT “A-9”


 


58295 29 Palms Hwy. Yucca Valley, CA 92284 (Yucca Valley)


 


Real property in the Town of
Yucca Valley, County of San Bernardino, State of California, described as
follows:


 


PARCEL(S) 1 OF PARCEL
MAP NO. 4278, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER
PLAT RECORDED IN BOOK 42 OF PARCEL MAPS, PAGE(S) 40, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.


 


APN: 0601-412-17-0-000


 


57

















 


EXHIBIT “A-10”


 


8991 Brighton Lane, Bonita Springs, FL 34135 (Bonita Springs
(BNO))


 


Real property in the County
of Lee, State of Florida, described as follows:


 


Lot 7, Replat of Tract B and
C, Section 28, Commercial Community, according to the plat thereof
recorded in Plat Book 60, Page 6, of the Public Records of Lee County,
Florida.


 


58

















 


EXHIBIT “A-11”


 


6555 Cortez Road, Bradenton, FL 34201 (Bradenton (BAO))


 


Real property in the County
of Manatee, State of Florida, described as follows:


 


PARCEL 1:


 


LOT 1, OF CORTEZ & SIXTY-SIXTH
A COMMERCIAL SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT
BOOK 33, PAGE(S) 65 AND 66, OF THE PUBLIC RECORDS OF MANATEE COUNTY,
FLORIDA.


 


PARCEL 2:


 


THE SOUTH 168 FEET OF THE
NORTH 228.70 FEET OF THE WEST 17.29 FEET OF LOT 2, OF CORTEZ &
SIXTY-SIXTH A COMMERCIAL SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED
IN PLAT BOOK 33, PAGE(S) 65 AND 66, OF THE PUBLIC RECORDS OF MANATEE
COUNTY, FLORIDA.


 


ALSO DESCRIBED AS (AS
SURVEYED LEGAL):


 


A PARCEL OF LAND LYING IN SECTION 8,
TOWNSHIP 35 SOUTH, RANGE 18 EAST, MANATEE COUNTY, FLORIDA BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:


 


BEGINNING AT THE NORTHWEST
CORNER OF LOT 1, CORTEZ & SIXTY-SIXTH, A COMMERCIAL SUBDIVISION, AS
RECORDED IN PLAT BOOK 33, PAGES 65 AND 66, PUBLIC RECORDS OF MANATEE COUNTY,
FLORIDA, SAID POINT BEING THE SOUTHWEST RIGHT OF WAY INTERSECTION OF
CORTEZ ROAD AND 66TH STREET WEST, AS SHOWN ON SAID PLAT; THENCE S.89°52’37”E.,
ALONG THE SOUTH RIGHT OF WAY LINE OF SAID CORTEZ ROAD, A DISTANCE OF 175.01
FEET TO THE NORTHEAST CORNER OF SAID LOT 1 AND THE NORTHWEST CORNER OF LOT 2 OF
SAID PLAT; THENCE S.00°34’31”E., ALONG THE NORTH-SOUTH LINE OF SAID LOTS 1 AND
2, A DISTANCE OF 60.70 FEET; THENCE S.89°52’37”E, LEAVING SAID NORTH-SOUTH
LINE, A DISTANCE OF 17.29 FEET, THENCE S.00°34’13”E., A DISTANCE OF 168.01
FEET; THENCE N.89°52’37”W., A DISTANCE OF 17.29 FEET TO A POINT ON THE
NORTH-SOUTH LINE OF SAID LOTS 1 & 2; THENCE S.00°34’13”E., ALONG SAID
NORTH SOUTH LINE, A DISTANCE OF 71.39 FEET TO A POINT ON THE NORTH LINE OF LOT
3 OF SAID PLAT; THENCE N.89°50’ 12”W., ALONG THE NORTH LINE OF SAID LOT 3, A
DISTANCE OF 175.01 FEET TO THE SOUTHWEST CORNER OF SAID LOT 1 AND THE NORTHWEST
CORNER OF SAID LOT 3; SAID POINT BEING ON THE EAST RIGHT OF WAY LINE OF 66TH
STREET WEST; THENCE N.00°34’ 13”W., ALONG THE WEST LINE OF SAID LOT 1 AND THE
EAST RIGHT OF WAY LINE OF SAID 66TH STREET WEST, A DISTANCE OF 299.99 FEET TO
THE POINT OF BEGINNING.


 


59

















 


PARCEL 3 - EASEMENT PARCEL


 


EASEMENTS FOR THE BENEFIT OF
PARCEL 1 AND PARCEL 2 AS SET FORTH IN DECLARATION OF EASEMENTS, COVENANTS AND
RESTRICTIONS BY AND BETWEEN BRADENTON RADIATION ASSOCIATES, A FLORIDA GENERAL
PARTNERSHIP AND E. WAYNE SCROGGINS AND SANDRA L. SCROGGINS, RECORDED IN O.R.
BOOK 1840, PAGE 3262.


 


60

















 


EXHIBIT “A-12”


 


6310 Health Parkway, Units 100 and 200 

Bradenton, FL 34202 (Lakewood Ranch (LWF))


 


Real property in the County
of Manatee, State of Florida, described as follows:


 


PARCEL 1 DESCRIPTION:


 


A parcel of real property
located on the First Floor, Section 1 Plan, of Lakewood Ranch M.O.B. II,
as recorded in Condominium Book 37, Pages 20 through 31, of the Public
Records of Manatee County, Florida, the amended Plat of which is recorded in
Condominium Book 37, Pages 56 through 67, of said same Public Record. The
horizontal perimetrical boundaries of which are described to wit:


 


A suite containing Units
1N.1E. through 99N.94E. inclusively, together with Units 1N.95.E. through
35N.105E. inclusively, and the Westerly 0.18’ of Units 1N.106E through
35N.106E.


 


Together with an undivided
interest in the “Common Elements” as defined in that certain Declaration of
Condominium for Lakewood Ranch M.O.B. II, a Condominium recorded in Book 2204, Page,
1654, as amended by that First Amendment to Declaration of Condominium recorded
in Book 2213, Page 3017.


 


PARCEL 2 DESCRIPTION:


 


A parcel of real property
located on the Second Floor, Section 2-S Plan, of LAKEWOOD RANCH M.O.B.
II, as recorded in Condominium Book 37, Pages 20 through 31, of the Public
Records of Manatee County, Florida, the amended plat of which is recorded in
Condominium Book 37, Pages 56 through 67, of said same Public Record. The
horizontal perimetrical boundaries of which are described as follows, to wit:


 


A suite containing Units
1N.1E. through 35N.50E., inclusively.


 


Together with an undivided
interest in the “Common Elements” as defined in that certain Declaration of
Condominium for Lakewood Ranch M.O.B. II, a Condominium recorded in Book 2204,
Page, 1654, as amended by that First Amendment to Declaration of Condominium
recorded in Book 2213, Page 3017.


 


PARCEL 3 DESCRIPTION:


 


TOGETHER WITH the benefits
of Declaration of Easement Agreement recorded in Book 2204, Page 1547.


 


61

















 


EXHIBIT “A-13”


 


601 Redstone Ave. W, Crestview, FL 32536 (Crestview (CRO))


 


Real property in the County
of Okaloosa, State of Florida, described as follows:


 


Lot 1 and Lot 2, Block 600,
CRESCENT PARK - PHASE THREE, according to the Plat thereof, recorded in Plat
Book 20, Page 10, of the Public Records of Okaloosa County, Florida.


 


62






 


 










 


EXHIBIT “A-14”


 


2270 Colonial Blvd., Fort Myers, FL 33907 (CBO II)


 


Real property in the County
of Lee, State of Florida, described as follows:


 


PARCEL 1


 


A PORTION OF THAT PART OF
THE WEST HALF (W 1/2) OF THE NORTHWEST QUARTER (NW 1/4) OF THE NORTHEAST QUARTER
(NE 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 1, TOWNSHIP 45
SOUTH, RANGE 24 EAST, LEE COUNTY, FLORIDA, AS DESCRIBED IN DEEDS RECORDED IN
OFFICIAL RECORDS BOOK 716, PAGE 540 AND OFFICIAL RECORDS BOOK 716, PAGE 542, INCLUSIVE
OF THE PUBLIC RECORDS OF LEE COUNTY, FLORIDA DESCRIBED AS FOLLOWS:


 


1. COMMENCING AT THE NORTH
QUARTER (N 1/4) CORNER OF SAID SECTION 1, THENCE;


 


2. S.88°5 F10”W.: 990,70 FEET ALONG THE NORTH LINE OF SAID SECTION 1,
THENCE;


 


3. S.00°15’55”E., 50.01 FEET
TO A POINT ON THE SOUTHERLY RIGHT.OF.WAY LINE OF COLONIAL BOULEVARD (100 FEET
WIDE), SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING, THENCE;


 


4. CONTINUE S.00°15’55.E.,
252.62 FEET, THENCE;


 


5. S.88°5F10”W., 106.02
FEET, THENCE;


 


6. N.00°15’55”W. 252.62 FEET
TO A POINT ON SAID SOUTHERLY RIGHT-OF-WAY LINE, THENCE;


 


7. N.88°51’10”E., 106.02
FEET ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE TO THE TRUE POINT OF BEGINNING.


 


LESS


 


LEGAL AS DESCRIBED IN THAT
CERTAIN ORDER OF TAKING RECORDED JULY 25, 1998 IN OFFICIAL RECORDS BOOK 2729,
PAGE 1682, PUBLIC RECORDS OF LEE COUNTY. FLORIDA. BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:


 


PARCEL 113:


 


A PARCEL OF LAND LYING IN SECTION 01,
TOWNSHIP 43 SOUTH, RANGE 24 EAST.


 


63

















 


LEE COUNTY. FLORIDA, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:


 


COMMENCE AT THE NORTHWEST
CORNER OF SECTION I, TOWNSHIP 45 SOUTH, RANGE, 24 EAST, LEE COUNTY,
FLORIDA;


 


THENCE RUN N88°52’29”E.
ALONG THE NORTH LINE OF SAID SECTION 1, A DISTANCE OF 1651.16 FEET;


THENCE RUN S.00°13’58.E.
LEAVING SAID NORTH LINE, A DISTANCE OF 50.09 FEET, TO.THE POINT OF BEGINNING,
SAID POINT BEING ON THE SOUTH RIGHT-OF-WAY LINE OF COLONIAL BOULEVARD, AS SHOWN
ON PROJECT NO. 12504-2601;


THENCE CONTINUE S.00°13’58
E., A DISTANCE OF 22.91 FEET; THENCE RUN S.88°52’29”W., A DISTANCE OF 10.64
FEET TO A POINT ON A TANGENT CURVE CONCAVE TO THE SOUTH;


THENCE ALONG SAID CURVE,
HAVING A RADIUS OF 10,225.00 FEET, A DELTA OF 00°32’O4, A CHORD BEARING OF
S.88°36’26”W, AND A CHORD DISTANCE OF 95.39 FEET, A DISTANCE OF 95.38 FEET;


THENCE RUN N.00°14’04”W., A
DISTANCE OF 23.37 FEET, TO A POINT ON SAID SOUTH RIGHT-OF-WAY LINE OF COLONIAL
BOULEVARD; THENCE RUN N.88°52’48”E., ALONG SAID SOUTH RIGHT-OF-WAY LINE, A
DISTANCE OF 106.03 FEET TO THE POINT OP BEGINNING.


 


PARCEL 2


 


ALL THAT PART OF THE
EAST HALF (E 1/2) OF THE NORTHWEST QUARTER (NW 1/4) OF THE NORTHEAST QUARTER
(NE 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 1, TOWNSHIP 45
SOUTH, RANGE 24 EAST, LEE COUNTY, FLORIDA, AS DESCRIBED IN DEED RECORDED IN
OFFICIAL RECORDS BOOK 794, PAGE 205, INCLUSIVE OF THE PUBLIC RECORDS OF
LEE COUNTY, FLORIDA,


 


LESS: THE NORTHERLY 50 FEET
FOR ONE HALF COLONIAL BOULEVARD RIGHT OF WAY.


 


AND LESS:


 


LEGAL AS DESCRIBED IN THAT
CERTAIN WARRANTY DEED DATED JULY 08, 1996 AND RECORDED IN OFFICIAL RECORDS BOOK
2724, PAGE 3208, PUBLIC RECORDS OF LEE COUNTY, FLORIDA, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:


 


A PARCEL OF LAND LYING IN SECTION 01,
TOWNSHIP 45 SOUTH, RANGE 24 EAST, LEE COUNTY, FLORIDA, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:


 


COMMENCE AT THE NORTHWEST
CORNER OF SECTION 1, TOWNSHIP 45 SOUTH, RANGE 24 EAST, LEE COUNTY,
FLORIDA;


THENCE RUN N.88°52’29.E.
ALONG THE NORTH LINE OF SAID SECTION 1, A DISTANCE OF 1651.18 FEET;


 


64

















 


THENCE RUN S.00°13’58”E,
LEAVING SAID NORTH LINE, A DISTANCE OF 50.09 FEET, TO THE POINT OF BEGINNING,
SAID POINT BEING ON THE SOUTH RIGHT-OF-WAY LINE OF COLONIAL BOULEVARD, AS SHOWN
ON PROJECT NO. 12504-2601;


THENCE CONTINUE S.00°13.58”E.,
A DISTANCE OF 22.91 FEET;


THENCE RUN N.88°52’29”E.5 A DISTANCE OF 330.35 FEET;


THENCE RUN N.00°14’27”W. A
DISTANCE OF 22.91 FEET TO A POINT ON SAID SOUTH RIGHT-OF-WAY LINE OF COLONIAL
BOULEVARD;


THENCE RUN S.88°52.O1.W,
ALONG SAID SOUTH RIGHT-OF-WAY LINE, A DISTANCE OF 330.35 FEET TO THE POINT OF
BEGINNING.


 


TOGETHER WITH those
easements appurtenant thereto as specified in that certain Reciprocal Easement
and Operation Agreement dated June 21,1984 between Colonial Square, Inc.
and Toys “R” Us, Inc., recorded in O.R. Book 1734, Page 4757 of the
Public Records of Lee County, Florida, as amended.


 


TOGETHER WITH the
appurtenant easement contained in that certain Agreement for Joint Landscaping
and Storm Water Installation and Maintenance dated December 11, 2007
between Theriac Enterprises of Colonial LLC, and Colonial Radiation Associates,
recorded in Instrument 2008000315599 of the Public Records of Lee County,
Florida.


 


TOGETHER WITH the
appurtenant easement contained in that certain Agreement of Joint Access and
Parking dated December 11, 2007 between Theriac Enterprises of Colonial
LLC, and Colonial Radiation Associates, recorded in Instrument 2008000315600 of
the Public Records of Lee County, Florida.


 


65

















 


EXHIBIT “A-15”


 


2234 Colonial Blvd., Fort Myers, FL 33907 (Colonial)


 


Real property in the County
of Lee, State of Florida, described as follows:


 


All that part of the West
half (W 1/2) of the Northwest quarter (NW 1/4) of the Northeast quarter (NE
1/4) of the Northwest quarter (NW 1/4), of Section 1, Township 45 South,
Range 24 East; Lee County, Florida, as described in Deed recorded in Official
Records Book 716, Page 540 and Official Records Book 716, Page 542,
inclusive, of the Public Records of Lee County, Florida.


 


LESS AND EXCEPT that part
more particularly described as follows:


Commencing at the North
quarter (N 1/4) corner of said Section 1, thence:


1. South 88°51’ 10” West,
990.70 feet along the North line of said Section 1, thence:


2. South 00°15’55” East,
50.01 feet to a point on the Southerly right of way line of Colonial Boulevard
(100’ wide), said point also being the true POINT OF BEGINNING, thence:


3. Continue South 00°15’55”
East, 252.62 feet, thence:


4. South 88°51’10” West,
106.02 feet, thence:


5. North 00°15’55” West,
252.62 feet to a point on said Southerly right of way line, thence:


6. North 88°51’10” East,
106.62 feet along said southerly right of way line to the true POINT OF
BEGINNING.


 


LESS AND EXCEPT that portion
of land described as Parcel 112 in Order of Taking recorded in O.R. Book 2742, Page 1875
and Stipulated Final Judgment recorded in O.R. Book 3018, Page 406 of the
Public Records of Lee County, Florida.


 


TOGETHER WITH those
easements appurtenant thereto as specified in that certain Reciprocal Easement
and Operation Agreement dated June 21, 1984 between Colonial Square, Inc.
and Toys “R” Us, Inc., recorded in O.R. Book 1734, Page 4757 of the
Public Records of Lee County, Florida, as amended.


 


TOGETHER WITH the
appurtenant easement contained in that certain Agreement for Joint Landscaping
and Storm Water Installation and Maintenance dated December 11, 2007
between Theriac Enterprises of Colonial LLC, and Colonial Radiation Associates,
recorded in Instrument 2008000315599 of the Public Records of Lee County,
Florida.


 


TOGETHER WITH the
appurtenant easement contained in that certain Agreement of Joint Access and
Parking dated December 11, 2007 between Theriac Enterprises of Colonial
LLC, and Colonial Radiation Associates, recorded in Instrument 2008000315600 of
the Public Records of Lee County, Florida.


 


66

















 


EXHIBIT “A-16”


 


1026 Mar Walt Dr., NW

Fort Walton Beach, FL 32547 (Fort Walton Beach (FWB))


 


Real property in the County
of Okaloosa, State of Florida, described as follows:


 


RADIOLOGY PARCEL:


 


A parcel of land in Section 34,
Township 1 South, Range 24 West, more particularly described as:


 


Commencing at the Northeast
corner of OAK SHADOWS SUBDIVISION, as recorded in Plat Book 2, at Page 72,
of the Public Records of Okaloosa County, Florida on the South right-of-way of
Barks Drive (R/W varies); thence run South 89°43’18” East along said
right-of-way a distance of 214.10 feet to a concrete monument on the South
right-of-way of Mar Walt Drive (66’ R/W); thence continue South 89°43’18” East
along said South right-of-way line 22.55 feet; thence North 42°10’27” East,
27.06 feet; thence continue North 42°10’27” East, 100.02 feet; thence departing
said right-of-way line, run South 51°30’54” East, 103.47 feet; thence South
00°16’42” West, 30.60 feet; thence South 89°43’18” East, 12.50 feet; thence
South 00°54’00” West, 178.17 feet, thence South 02°09’48” East, 39.96 feet to
the Point of Beginning; thence South 00°54’00” West, 224.87 feet; thence North
89°06’00” West, 165.04 feet; thence North 00°54’00” East, 224.87 feet; thence
South 89°06’00” East, 165.04 feet to the Point of Beginning. All in Section 34,
Township 1 South, Range 24 West, Okaloosa County, Florida.


 


Together with the benefits
of Access, Parking and Utility Easements as contained in Article III Section 3.1,
3.2, 3.3, 3.4, 3.5 and 3.6 of the Declaration of Covenants, Restrictions and
Easements recorded November 21, 2003 in Book 2491, Page 2702.


 


67

















 


EXHIBIT “A-17”


 


7751 Baymeadows Rd. East, Jacksonville, FL 32256
(Jacksonville (JVF))


 


Real property in the County
of Duval, State of Florida, described as follows:


 


Parcel 1:


 


Units A, B, C and D,
Building 1 of HAMPTON MEDICAL ARTS CENTER, A CONDOMINIUM, Phase 1, according to
the Declaration of Condominium thereof recorded in Official Records Book 14922,
Page 1255 and Amendment to Declaration of Condominium recorded in Book
14922, Page 1379, of the Public Records of Duval County, Florida, together
with an undivided interest in the common elements appurtenant thereto and being
a part thereof as set forth in said Declaration, as amended.


 


Parcel 2:


 


Units E, F, G and H,
Building 2, of HAMPTON MEDICAL ARTS CENTER, A CONDOMINIUM, Phase II, according
to the Declaration of Condominium recorded in Official Records Book 14922, Page 1255
and Amendment to the Declaration of Condominium recorded in Official Records
Book 14922, Page 1379, of the Public Records of Duval County, Florida,
together with an undivided interest in the common elements appurtenant thereto
and being a part thereof as set forth in said Declaration, as amended.


 


Parcel 3:


 


The Beneficial Easement
Rights as contained in Declaration of Reciprocal Easements recorded in Official
Records Book 13001, Page 152.


 


68

















 


EXHIBIT “A-18”


 


1120 Lee Boulevard, Lehigh Acres, FL 33936 (Lehigh Acres
(LAO))


 


Real property in the County
of Lee, State of Florida, described as follows:


 


(Fee Simple Parcel)


 


A parcel of land lying in Section 30,
Township 44 South, Range 27 East, Lee County, Florida, being more particularly
described as follows:


 


Commencing at the Southeast
corner of said Section 30, thence North 02°23’20” West along the East Section line
of said Section 30, a distance of 386.49 feet to a point on a curve on the
Northerly right-of-way line of Lee Boulevard, said point being on a curve to
the left, having a radius of 1,326.24 feet, a delta angle of 29°20’02”, a chord
distance of 671.61 feet and a chord bearing of North 86°51’45” West; thence
along said curve an arc distance of 679.00 feet to a point on a curve and the
Point of Beginning of a tract of land herein described:


 


Thence continue along said
curve having a radius of 1,326.24 feet, a delta angle of 01°04’05”, a chord
distance of 24.72 feet and a chord bearing South 77°56’11” West; thence along
said curve an arc distance of 24.72 feet to the point of tangency; thence South
77°24’09” West a distance of 150.90 feet; thence North 12°35’51” West, a
distance of 300.00 feet; thence North 77°24’09” East, a distance of 150.90 feet
to the beginning of a curve to the right having a radius of 1,626.24 feet, a
delta angle of 01°04’05”, a chord of 30.31 feet; a chord bearing of North 77°56’11”
East; thence along said curve an arc distance of 30.31 feet; thence South 11°31
‘46” East, a distance of 300.00 feet to the Northerly right-of-way line of Lee
Boulevard and the Point of Beginning.


 


LESS and EXCEPT the
following described parcel:


 


A strip of land lying over
and across the Southerly 9 feet (as measured at right angles or along radial
lines) of lands described in Official Records Book 1806 at Page 3337 of
the Public Record of Lee County, Florida and being contiguous with the
Northerly right-of-way line of Lee Boulevard, lying in Section 30,
Township 44 South, Range 27 East, Lee County, Florida. Further described in
Official Records Book 1843, Page 3729 and 3730, of the Public Records of
Lee County, Florida.


 


ALSO DESCRIBED AS (AS
SURVEYED LEGAL):


 


A PARCEL OF LAND LYING IN SECTION 30,
TOWNSHIP 44 SOUTH, RANGE 27 EAST, LEE COUNTY, FLORIDA, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:


 


COMMENCING AT THE SOUTHEAST
CORNER OF SAID SECTION 30, THENCE NORTH 02°23’20” WEST ALONG THE EAST SECTION LINE
OF SAID SECTION 30, A


 


69

















 


DISTANCE OF 386.49 FEET TO A
POINT ON A CURVE ON THE NORTHERLY RIGHT-OF-WAY LINE OF LEE BOULEVARD, SAID
POINT BEING ON A CURVE TO THE LEFT, HAVING A RADIUS OF 1,326.24 FEET, A DELTA
ANGLE OF 29°20’02”, A CHORD DISTANCE OF 671.61 FEET AND A CHORD BEARING OF
NORTH 86°51’45” WEST; THENCE ALONG SAID CURVE AN ARC DISTANCE OF 679.00 FEET;
THENCE Nl 1°31 ‘46”W, A DISTANCE OF 9.00 FEET TO A POINT ON THE NORTH RIGHT OF
WAY LINE OF LEE BOULEVARD AS NOW ESTABLISHED AND THE POINT OF BEGINNING; THENCE
ALONG SAID NORTH RIGHT OF WAY LINE WITH A CURVE CONCAVE SOUTHEASTERLY, HAVING A
RADIUS OF 1326.24 FEET, A CENTRAL ANGLE OF 01°04’04” AND A CHORD BEARING AND
DISTANCE OF S77°56’l 1”W., 24.72 FEET; THENCE ALONG THE ARC OF SAID CURVE A DISTANCE
OF 24.72 FEET; THENCE S77°24’09”W, A DISTANCE OF 150.90 FEET; THENCE N12°35’51”W,
A DISTANCE OF 291.00 FEET; THENCE N77°24’09”E, A DISTANCE OF 150.90 FEET;
THENCE S11°31’46, A DISTANCE OF 291.00 FEET TO THE POINT OF BEGINNING.


 


SUBJECT TO and TOGETHER WITH
the following: (Easement Parcel)


 


A parcel of land lying in Section 30,
Township 44 South, Range 27 East, Lee County, Florida, more particularly
described as follows:


 


Commencing at the Southeast
corner of said Section 30; thence N 02°23’20” W (bearing based on deed)
along the East line of said Section 30 for 386.49 feet to a non-tangent
point of curvature and the Northerly right-of-way line of Lee Boulevard (106
feet wide); thence Westerly along the arc of a curve concave to the South
(radius = 1,326.24 feet, interior angle = 29°17’02”, chord bearing and distance
= N 86°47’35” W, 670.49 feet) for 677.84 feet to a point of non-tangency and
the Point of Beginning; thence N 11°31 “46” W leaving said Northerly
right-of-way line along a radial line for 69.00 feet to a non-tangent point of
curvature; thence Easterly along a curve concave to the South and parallel with
said Northerly right-of-way line (radius =  1,395.24
feet, interior angle = 0°49’16”, chord bearing and distance = N 78°54’09” E,
20.00 feet) for 20.00 feet to a point of non-tangency; thence S11°31’46” E for
69.00 feet to a non-tangent point of curvature and said Northerly right-of-way
line; thence Westerly along the arc of a curve concave to the South (radius =
1,326.24 feet, interior angle = 0°51’51”, chord bearing and distance = S 78°54’09”
W, 20.00 feet) for 20.00 feet to the Point of Beginning. Said easement for
joint access being described in that certain Reciprocal Agreement and Grant of
Easement as Exhibit “B” recorded in Official Records Book 2313, Page 2830.


 


70

















 


EXHIBIT “A-19”


 


12993 Palms West Drive, Loxahatchee, FL 33470 (West Palm
Beach (PWO))


 


Real property in the County
of Palm Beach, State of Florida, described as follows:


 


Parcel I - Leasehold:


 


A portion of Lot 6 of PALMS
WEST MEDICAL OFFICE COMPLEX according to the plat thereof as recorded in Plat
Book 69, Pages 149 and 150 of the Public Records of Palm Beach County,
Florida, being more particularly described as follows:


 


Commence at the westernmost
Southwest corner of said Lot 6; thence along the West line of said Lot 6, North
00°23’l1” East 31.35 feet; thence South 89°36’49” East 72.67 feet to the Point
of Beginning on a line 72.67 feet East of and parallel with the West line of
said Lot 6; thence along said parallel line North 00°23 ‘11” East 151.00 feet;
thence South 89°36’49” East 81.00 feet to a line 153.67 feet East of and
parallel with the West line of said Lot 6; thence along said parallel line
South 00°23’l1” West 151.00 feet; thence North 89°36’49” West 81.00 feet to the
Point of Beginning.


 


Said lands situate, lying
and being in Palm Beach County, Florida.


 


Parcel II:


 


Beneficial Easement Rights
as created by virtue of Declaration of Covenants, Restrictions and Easements
recorded in Official Records Book 12146, Page 1634.


 


71

















 


EXHIBIT “A-20”


 


8625 Collier Blvd., Naples, FL 34114 (East Naples (ENF))


 


Real property in the County
of Collier, State of Florida, described as follows:


 


Parcel 1:


 


A parcel of land lying in Section 15,
Township 50 South, Range 26 East, also being a portion of Tract “C” and Tract “D”
of Naples Lakes Shopping Center, as recorded in Plat Book 36, Page 98, of
the Public Records of Collier County, Florida.


 


Beginning at the Northeast
corner of said Tract “C”, run thence S. 00°49’51” W. along the East boundary of
said Tract “C”, 225.94 feet to a point on a curve; thence along the Southerly
boundary of said Tract “C” for the following three (3) courses: 1)
Southwesterly, 56.41 feet along the arc of a curve to the right having a radius
of 48.00 feet and a central angle of 67°20’09” (chord bearing S. 57°09’46” W.,
53.22 feet) to a point of tangency; 2) N. 89° 10’10” W., 108.78 feet to a point
of curvature; 3) Northwesterly, 51.87 feet along the arc of a curve to the
right having a radius of 33.00 feet and a central angle of 90°03’29” (chord
bearing N. 44°08.25. W., 46.69 feet) to a point of tangency; thence N. 00°53’
19” E., along the West boundary of said Tract “C” and Tract “D” 227.59 feet;
thence S. 89°06’53” E., 185.84 feet, along a line 5 feet North of and parallel
to the Southerly boundary of said Tract “D”; thence S. 00°49’51” W., along the
East boundary of said Tract “D”, 5.00 feet to the Point of Beginning.


 


Said Parcel also being
described as: All of Tract “C”, and the Southerly 5 feet of Tract “D”, of
Naples Lake Shopping Center, as recorded in Plat Book 36, Page 98, of the
Public Records of Collier County, Florida.


 


Less and Except that portion
deeded to Collier County by Deed recorded in O.R. Book 4315, Page 8,
Public Records of Collier County, Florida.


 


ALSO DESCRIBED AS (AS
SURVEYED LEGAL DESCRIPTION)


 


A PARCEL OF LAND LYING IN SECTION 15,
TOWNSHIP 50 SOUTH, RANGE 26 EAST, ALSO BEING A PORTION OF TRACT “C” AND TRACT “D”
OF NAPLES LAKES SHOPPING CENTER, AS RECORDED IN PLAT BOOK 36, PAGE 98, OF THE
PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:


 


COMMENCE AT A POINT 5.00
FEET NORTH AND PARALLEL TO THE SOUTH LINE OF SAID TRACT “D” OF SAID NAPLES
SHOPPING CENTER, SAID POINT LYING ON THE WEST RIGHT OF WAY LINE OF COLLIER
BOULEVARD AS SHOWN ON SAID PLAT; THENCE N.89°06’52”W., ALONG THE NORTH LINE OF
SAID TRACT “C” AND THE SOUTH LINE OF SAID TRACT “D” A DISTANCE OF 3.30 FEET TO
THE POINT OF BEGINNING. THENCE ALONG THE WESTERLY RIGHT OF WAY LINE OF SAID


 


72

















 


COLLIER BOULEVARD, AS NOW
ESTABLISHED, FOR THE FOLLOWING FOUR (4) CALLS: (1) THENCE S.00°50’34”W.,
A DISTANCE OF 45.38 FEET; (2) THENCE S.03°34’45”W., A DISTANCE OF 176.22
FEET; (3) THENCE S.29°58’58”W., A DISTANCE OF 27.18 FEET; (4) THENCE
S.00°49’52”W., A DISTANCE OF 11.26 FEET TO A POINT ON THE NORTH LINE OF TRACT “R-l”,
AS SHOWN ON SAID PLAT; THENCE ALONG SAID LINE AND THE BOUNDARY LINE OF SAID
TRACT “C” FOR THE FOLLOWING FOUR (4) CALLS: (1) THENCE WITH A CURVE
CONCAVE NORTHERLY, HAVING A RADIUS OF 48.00 FEET, A CENTRAL ANGLE OF 23°41 ‘56”
AND A CHORD BEARING AND DISTANCE OF S.78°58’52”W., 19.71 FEET; THENCE ALONG THE
ARC OF SAID CURVE A DISTANCE OF 19.85 FEET; (2) THENCE N.89°10’ 10”W., A
DISTANCE OF 108.78 FEET; (3) THENCE WITH A CURVE CONCAVE NORTHEASTERLY,
HAVING A RADIUS OF 33.00 FEET, A CENTRAL ANGLE OF 90°03’29” AND A CHORD BEARING
AND DISTANCE OF N.44°08’25”W., 46.69 FEET; THENCE ALONG THE ARC OF SAID CURVE A
DISTANCE OF 51.87 FEET; (4) THENCE N.00°53’19”E., A DISTANCE OF 227.59
FEET TO A POINT 5.00 FEET NORTH AND PARALLEL TO THE SOUTH LINE OF SAID TRACT “D”;
THENCE S.89°06’53”E., A DISTANCE OF 182.54 FEET TO THE POINT OF BEGINNING.


 


Parcel 2:


 


Easement
rights pursuant to Declaration of Covenants, Conditions, Restrictions and
Easements for Naples Lakes Commercial Property Owner’s Association, Inc.
recorded in O.R. Book 2859, Page 1004, Public Records of Collier County,
Florida.


 


73














 


EXHIBIT “A-21”


 


6879 US Hwy 98 West, Santa Rosa Beach, FL 32459 (Destin
(DSC))


 


Real property in the County
ofWalton, State of Florida, described as follows:


 


The West 175 feet of Lot 33,
Section 31, Township 2 South, Range 20 West, SANTA ROSA PLANTATION COMPANY
SUBDIVISION, as recorded in Plat Book 2, at
Page 4, of the Public Records of Walton County, Florida. LESS that portion
for State Road 30 (U.S. Highway 98).


 


ALSO DESCRIBED AS (AS
SURVEYED LEGAL):


 


BEGINNING AT THE SOUTHWEST
CORNER OF LOT 33, SANTA ROSA PLANTATION COMPANY SUBDIVISION, AS RECORDED IN
PLAT BOOK 2, AT PAGE 4 OF THE
PUBLIC RECORDS OF WALTON COUNTY, FLORIDA; THENCE N 00°41’27” E, ALONG THE WEST
LINE OF SAID LOT 33, A DISTANCE OF 258.27 FEET TO A POINT ON THE SOUTH RIGHT OF
WAY LINE OF U.S. HIGHWAY 98 AS NOW ESTABLISHED PER F.D.O.T. RIGHT OF WAY MAP
F.P. # 2206371, PAGE 8, DATED MARCH 15,
1999; THENCE S 88°36’57” E, ALONG THE SOUTH RIGHT OF WAY LINE OF SAID U.S.
HIGHWAY 98, A DISTANCE OF 175.00 FEET; THENCE S 00°41’27” W, A DISTANCE OF 258.07
FEET TO A POINT ON THE SOUTH LINE OF SAID LOT 33; THENCE N 88°40’56” W, ALONG
SAID SOUTH LINE, A DISTANCE OF 175.00 FEET TO THE POINT OF BEGINNING.


 


Together with the following
non-exclusive easements:


 


DESCRIPTION: (AS WRITTEN)

WATER EASEMENT


 


Commence at the Southwest
corner of Lot 33, SANTA ROSA PLANTATION COMPANY SUBDIVISION, as recorded in
Plat Book 2, at Page 4, of the Public Records of Walton County, Florida;
thence go South 88°40’56” East, along the South line of said Lot 33, a distance
of 175.00 feet; thence departing said South line, go North 00°41’27” East, a
distance of 195.81 feet to the Point of Beginning; thence continue North 00°41 ‘27”
East, a distance of 27.95 feet; thence go North 46°23’03” East, a distance of
13.97 feet; thence go North 00°41 ‘27” East, a distance of 34.43 feet to the
Southerly right-of-way line of State Road 30 (U.S. Highway 98, R/W varies);
thence go South 88°36’57” East, along said Southerly right-of-way line, a
distance of 20.00 feet; thence departing said Southerly right-of-way line, go
South 00°41’27” West, a distance of 42.61 feet; thence go South 46°23’03” West,
a distance of 41.92 feet to the Point of Beginning of the Parcel herein
described.


 


74

















 


DESCRIPTION: (AS WRITTEN)

ACCESS EASEMENT


 


Commence at the Southwest
corner of Lot 33, SANTA ROSA PLANTATION COMPANY SUBDIVISION, as recorded in
Plat Book 2, at Page 4 of the Public Records of Walton County, Florida;
thence go South 88°40’56” East, along the South line of said Lot 33, a distance
of 175.00 feet; thence departing said South line, go North 00°41’27” East, a
distance of 154.94 feet to the Point of Beginning; thence continue North 00°41’27”
East, a distance of 38.00 feet; thence go South 88°37’30” East, a distance of
112.44 feet; thence go North 01°23’03” East, a distance of 75.10 feet to the
Southerly right-of-way line of State Road 30 (U.S. Highway 98, R/W varies);
thence go South 88°36’57” East, along said Southerly right-of-way line, a
distance of 38.00 feet; thence departing said Southerly right-of-way line, go
South 01°23’03” West, a distance of 113.09 feet; thence go North 88°37’30”
West, a distance of 149.98 feet to the Point of Beginning of the Parcel herein
described.


 


DESCRIPTION: (AS WRITTEN)

SEWER EASEMENT


 


Commence at the Southwest
corner of Lot 33, SANTA ROSA PLANTATION COMPANY SUBDIVISION, as recorded in
Plat Book 2, at Page 4 of the Public Records of Walton County, Florida;
thence go South 88°40’56” East, along the South line of said Lot 33, a distance
of 175.00 feet; thence departing said South line, go North 00°41 ‘27” East, a
distance of 40.24 feet to the Point of Beginning; thence continue North 00°41 ‘27”
East, a distance of 15.02 feet; thence go South 86°02’04” East, a distance of
326.36 feet; thence go-North 01°24’08” East, a distance of 227.49 feet to the
Southerly right-of-way line of State Road 30 (U.S. Highway 98, R/W varies);
thence go South 88°36’57” East, along said Southerly right-of-way line, a
distance of 15.00 feet; thence departing said Southerly right-of-way line, go
South 01°24’08” West, a distance of 243.18 feet, thence go North 86°02’04”
West, a distance of 341.19 feet to the Point of Beginning of the Parcel herein
described.


 


75

















 


EXHIBIT “A-22”


 


7850 N. University Dr., Tamarac, FL 33321 (Tamarac (TMO))


 


Real property in the County
of Broward, State of Florida, described as follows:


 


Lots 18 and 19, Block 11,
LYONS COMMERCIAL SUBDIVISION NO. 3, according to the plat thereof as recorded
in Plat Book 76, Page 31, of the Public Records of Broward County,
Florida.


 


76

















 


EXHIBIT “A-23”


 


#2 Physicians Park Drive, Frankfort, KY 40601 (Frankfort, KY)


 


Being Lot 3, as shown on the
Minor Subdivision Plat of Capital Radiation Therapy Associates, dated August 23,
2004, and recorded in Plat Cabinet G, Page 201, (erroneously referred to
as Page 301 in the vesting deed) in the office of the Clerk of Franklin
County, Kentucky.


 


Being the same property
acquired by Theriac Enterprises of Frankfurt Kentucky, LLC, a Florida limited
liability company, by Deed dated August 27, 2009, of record in Deed Book
515, Page 428, in the office aforesaid.


 


TAX DATA: Map No. 050-00-00-072.00


 


77

















 


EXHIBIT “A-24”


 


55 Sayles Street, Southbridge, MA 01550 (Southbridge (SBM))


 


Real property in the City of
Southbridge, County of Worcester, State of Massachusetts, described as follows:


 


The land, with the buildings
thereon, located within the land of Harrington Memorial Hospital, Inc. in
Sturbridge, Worcester County, Massachusetts, located on the easterly side of
Sayles Street and shown on a plan entitled “Plan Showing Improvements Within
Lease Area” Harrington Memorial Hospital Sayles Street Southbridge, MA scale l”=20’
dated April 6, 2009 by Harry R. Feldman, Inc., bounded and described
as follows:


 


Commencing at the
intersection of the northwesterly sideline of Main Street and the easterly
sideline of Sayles Street, thence running S 22° 09’ 05” W, a distance of 143.90
feet along the easterly sideline of Sayles Street to the point of beginning.


 


Thence turning and running S
68° 05’ 38” E, a distance of 109.09 feet along land of Southbridge Interfaith
Hospitality Network, Inc. and land of Gladys E. Proper, to a point;


 


Thence turning and running S
35° 27’ 08” W, a distance of 25.97 feet along land of Karl E. Langevin and
Claire P. Langevin, to a steel rod;


 


Thence turning and running S
48° 20’ 55” E, a distance of 79.50 feet along said land of Langevin to a steel
rod;


 


Thence turning and running S
49° 14’ 38” E, a distance of 100.26 feet along land of Domenica M. DiGregorio,
to a point;


 


Thence turning and running S
50° 58’ 33” E, a distance of 97.90 along land of Elaine Derosier, to all iron
rod;


 


Thence running S 50° 58’ 33”
E, a distance of 40.01 feet through land of Harrington Memorial Hospital, Inc.,
to a point;


 


Thence turning and running S
38° 44’ 17” W, a distance of 98.52 feet through land of said Harrington
Memorial Hospital, Inc., to a point;


 


Thence turning and running S
79° 10’ 48” W, a distance of 68.08 feet, to a point;


 


Thence turning and running S
85° 24’ 14” W, a distance of 46.39 feet, to a point;


 


Thence turning and running N
73° 05’ 55” W, a distance of 15.89 feet, to a point;


 


78

















 


Thence turning and running N
80° 15’ 50” W, a distance of 59.43 feet, to a point;


 


Thence turning and running N
86° 40’ 42” W, a distance of 87.32 feet, to a point;


 


Thence turning and running S
87° 34’ 44” W, a distance of 17.63 feet, to a point;


 


Thence turning and running S
60° 56’ 16” W, a distance of 24.40 feet, to a point;


 


Thence turning and running S
46° 16’ 26” W, a distance of 67.26 feet, to a point;


 


Thence turning and running S
04° 02’ 52” E, a distance of 6.50 feet, to a point;


 


Thence turning and running S
46° 16’ 26” W, a distance 30.59 feet, to a point;


 


Thence turning and running S
64° 12’ 39” W, a distance of 17.36 feet, to a point;


 


Thence turning and running N
88° 42’ 31” W, a distance of 18.82 feet, to a point;


 


Thence turning and running N
68° 00’ 53” W, a distance of 14.97 feet, to a point;


 


Thence turning and running N
54° 20’ 35” W, a distance of 9.51 feet, to a point on the easterly sideline of
Sayles Street;


 


The last 14 courses are
through land of Harrington Memorial Hospital, Inc.


 


Thence turning and running N
22° 09’ 05” E, a distance of 255.02 feet along said sideline of Sayles Street
to a drill hole in concrete bound;


 


Thence turning and running S
67° 55’ 15” E, a distance of 150.00 feet along land of Octavio Aguilar to a
steel rod;


 


Thence turning and running N
22° 09’ 05;’ E, a distance of 50.00 feet along land of said Aguilar to a ph
nail in concrete;


 


Thence turning and running N
67° 55’ 15” W, a distance of 150.00 feet along land of said Aguilar to a drill
hole on the easterly sideline of Sayles Street;


 


Thence turning and running N
22° 09’ 05” E, a distance of 152.00 feet along the easterly sideline of Sayles
Street, to the point of beginning.


 


79

















 


EXHIBIT “A-25”


 


893 South White Horse Pike, Hammonton NJ 08037 (Hammonton
(HMN))


 


ALL THAT CERTAIN tract or
Parcel of land situate in the Town of Hammonton, County of Atlantic, New Jersey
as shown on a plan entitled “Site Plan 21st Century Oncology, Block 4104, Lots
1 & 6, 893 South White Horse Pike, Drawing Number C1001, Job Number
LYGO 0601, dated 1/25/07 and revised to 10/18/07, as prepared by Pennoni
Associates Inc., more particularly bounded and described as follows:


 


BEGINNING at a point being
the intersection of the northerly Right-Of-Way line of Moss Mill Road (50 feet
wide) with the easterly Right-of-Way line of White Horse Pike (66 feet wide);


 


	
  THENCE
  (1) 

  	
  Extending along the said
  easterly Right-of-Way line of White Horse Pike, along the arc of a circle
  curving to the right having a radius of 2131.93 feet, an arc length of 171.44
  feet, with a chord bearing N 16° 46’ 28” W and a distance of 171.39 feet to a
  point in the division line between Lot 1 and Lot 2, Block 4104;

  
	
   

  	
   

  
	
  THENCE
  (2)

  	
   S 84° 51’ 30” E, along the same, a distance
  of 108.32 feet to a point for a corner in same;

  
	
   

  	
   

  
	
  THENCE
  (3)

  	
   N 05° 08’ 30” E, along the same and the
  division line between Lot 1 and Lot 3 Block 4104, a distance of 125.00 feet
  to a point for a corner in the aforementioned division line between Lots 1
  and 3 Block 4104 also being a point for a corner in the division line between
  Lot 1 and Lot 4, Block 4104;

  
	
   

  	
   

  
	
  THENCE
  (4) 

  	
  S 84° 51’ 30” E, along the
  same, a distance of 150.00 feet to a point for a corner in same and in the
  line of Lot 6, Block 4104;

  
	
   

  	
   

  
	
  THENCE
  (5) 

  	
  N 05° 08’ 30” E, along the
  division line between Lot 6 Lot 4 and part of Lot 5, Block 4104, a distance
  of 174.99 feet to a point for a corner in the division line between Lot 6 and
  Lot 7, Block 4104;

  
	
   

  	
   

  
	
  THENCE
  (6) 

  	
  S 84° 51’ 30” E, along the
  same a distance of 150.00 feet to a point for a corner in the division line
  between Lot 6 and Lot 24, Block 4104 and also being the former centerline of
  Hillman Avenue, as vacated by ordinance #1 adopted February 13, 1995,
  and reflected on the Town of Hammonton tax map;

  
	
   

  	
   

  
	
  THENCE
  (7) 

  	
  S 05° 08’ 30” W along the
  same, a distance of 113.86 feet to a point in the Northwesterly Right-of-Way
  line of Boyer Avenue (50 feet wide);

  
	
   

  	
   

  
	
  THENCE
  (8) 

  	
  S 41° 08’ 44” W along the
  same a distance of 467.92 feet to a point being the intersection of the said
  northwesterly Right-of-Way line of Boyer Avenue with the northerly
  Right-of-Way line of Moss Mill Road (50 feet wide);

  
	
   

  	
   

  
	
  THENCE
  (9) 

  	
  N 59° 07’ 28” W, along
  aforesaid northerly Right-of-Way line of Moss Mill

  



 


80

















 


	
   

  	
  Road, a distance of 76.91
  feet to the BEGINNING POINT.

  



 


ALSO DESCRIBED AS (AS
SURVEYED LEGAL DESCRIPTION):


 


All that certain plot, piece
or parcel of land, with building and improvements thereon erected, situate,
lying and being in the Town of Hammonton, County of Atlantic, State of New
Jersey, bounded and described as follows:


 


Block 4104, Lots 1 &
6


 


Beginning at a point of
intersection of the northeasterly sideline of Moss Mill Road (50 feet wide) and
the easterly sideline of White Horse Pike (66 feet wide), and running, thence;


 


1.                          Along the
easterly sideline of White Horse Pike on a curve to the right, said curve
having a radius of 2131.93 feet, an arc length of 171.44 feet, a chord bearing
of North 16 degrees 46 minutes 27 seconds West and a chord length of 171.40
feet, thence;


2.                          Leaving said
easterly sideline, South 84 degrees 51 minutes 30 seconds East a distance of
108.32 feet, thence;


3.                          North 05
degrees 08 minutes 30 seconds East, passing over a capped pin found 50.00 feet
from the beginning of this course, a total distance of 125.00 feet to a
concrete monument found, thence;


4.                          South 84
degrees 51 minutes 30 seconds East a distance of 150.00 feet, thence;


5.                          North 05
degrees 08 minutes 30 seconds East a distance of 174.99 feet, thence;


6.                          South 84
degrees 51 minutes 30 seconds East a distance of 150.00 feet to the prior
centerline of Hillman Avenue (now vacated), thence;


7.                          Along said
prior centerline, South 05 degrees 08 minutes 30 seconds West a distance of
113.86 feet to the northwesterly sideline of Boyer Avenue (50 feet wide),
thence;


8.                          Along said
northwesterly sideline, South 41 degrees 08 minutes 44 seconds West a distance
of 467.92 feet to the northeasterly sideline of Moss Mill Road, thence;


9.                          Along said
northeasterly sideline, North 59 degrees 07 minutes 28 seconds West a distance
of 76.91 feet to the point and place of Beginning.


 


Containing 82,070 S.F. or
1.8841 Acres of land or premises more or less.


 


Subject to all easement and
restrictions of record.


 


NOTE: FOR INFORMATION ONLY:
Being Lot(s) 1, Block(s) 4104; Tax Map of the Town of Hammonton,
County of Atlantic, State of New Jersey


 


81

















 


EXHIBIT “A-26”


 


52 North Pecos Road, Henderson, NV 89014 (Henderson (VHO))


 


Real property in the City of
Henderson, County of Clark, State of Nevada, described as follows:


 


PARCEL ONE (1):


 


BEING A PORTION OF LOT 1,
BLOCK 1 OF “VENTANA COMMERCIAL” (A COMMERCIAL SUBDIVISION), IN THE CITY OF
HENDERSON, COUNTY OF CLARK, STATE OF NEVADA AS PER MAP RECORDED IN BOOK 82,
PAGE 40 OF PLATS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SITUATED
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SITUATED IN THE SOUTHWEST
QUARTER (SW 1/4) OF SECTION 18, TOWNSHIP 22 SOUTH, RANGE 62 EAST, M.D.M.,
MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 


BEGINNING AT THE SOUTHWEST
CORNER OF SAID LOT 1, SAID POINT ALSO BEING ON THE EASTERLY RIGHT-OF-WAY LINE
OF PECOS ROAD, BEING 50.00 FEET WIDE HALF STREET WIDTH AS DEDICATED PER FILE
36, PAGE 64 OF PARCEL MAPS; THENCE ALONG SAID LINE, NORTH 01°24’38” EAST, 73.00
FEET TO THE SOUTHERLY LINE OF LOT 13 AS PER FILE 95, PAGE 24 OF SURVEYS; THENCE
ALONG THE SAID SOUTHERLY LINE THE FOLLOWING THREE (3) COURSES; SOUTH 88°35’22”
EAST, 83.00 FEET; THENCE NORTH 01°24’38” EAST, 95.33 FEET; THENCE SOUTH 88°35’22”
EAST, 139.50 FEET TO THE WESTERLY LINE OF LOT 10 AS PER FILE 97, PAGE 99 OF
SURVEYS; THENCE ALONG SAID WESTERLY LINE, SOUTH 01°24’38” WEST, 31.50 FEET TO
THE SOUTHERLY LINE OF SAID LOT 10; THENCE ALONG SAID SOUTHERLY LINE THE
FOLLOWING FIVE (5) COURSES; SOUTH 88°35’22” EAST, 127.50 FEET; THENCE
SOUTH 01°24’38” WEST, 67.83 FEET; THENCE SOUTH 88°35’22” EAST, 31.50 FEET;
THENCE SOUTH 01°24’38” WEST, 4.00 FEET; THENCE SOUTH 88°35’22” EAST, 41.50 FEET
TO THE WESTERLY LINE OF “VENTANA AT GREEN VALLEY SOUTH” AS PER MAP RECORDED IN
BOOK 43, PAGE 47 OF PLATS; THENCE ALONG SAID WESTERLY LINE AND THE SOUTHERLY
PROLONGATION THEREOF, SOUTH 01°24’38” WEST, 65.00 FEET TO THE NORTHERLY LINE “AMERICAN
WEST LEGACY UNIT 8” AS PER MAP RECORDED IN BOOK 58, PAGE 37 OF PLATS, SAID LINE
ALSO BEING THE SOUTHERLY LINE OF SAID LOT 1; THENCE ALONG SAID LINE, NORTH
88°35’22” WEST, 315.08 FEET TO A POINT OF CURVATURE; THENCE DEPARTING SAID
NORTHERLY LINE AND CONTINUING ALONG SAID SOUTHERLY LINE, NORTHWESTERLY, ALONG
THE ARC OF A CURVE TO THE RIGHT, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF
99.00 FEET, THROUGH A CENTRAL ANGLE OF 33°33’26”, AN ARC DISTANCE OF 57.98 FEET
TO A POINT OF REVERSE CURVATURE TO WHICH A RADIAL LINE BEARS, SOUTH 34°48’04”
WEST;


THENCE NORTHWESTERLY, ALONG
THE ARC OF A CURVE TO THE LEFT, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 51.00
FEET, THROUGH A


 


82

















 


CENTRAL ANGLE OF 33°33’26”,
AN ARC DISTANCE OF 29.87 FEET TO A POINT OF COMPOUND CURVATURE TO WHICH A
RADIAL LINE BEARS NORTH 01°24’38” EAST; THENCE SOUTHWESTERLY ALONG THE ARC OF A
CURVE TO THE LEFT, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 25.00 FEET,
THROUGH A CENTRAL ANGLE OF 90°00’0”, AN ARC DISTANCE OF 39.27 FEET TO THE POINT
OF BEGINNING.


 


SAID PARCEL BEING LOT 11 AS
SHOWN ON RECORD OF SURVEY IN FILE 98 OF SURVEYS, PAGE 95, RECORDED DECEMBER 3,
1998 IN BOOK 981203 AS DOCUMENT NO. 01575 OFFICIAL RECORDS, CLARK COUNTY,
NEVADA.


 


PARCEL TWO (2):


 


LOT A OF VENTANA AT GREEN
VALLEY SOUTH ON FILE IN BOOK 43 OF PLATS, PAGE 47 IN THE OFFICE OF THE COUNTY
RECORDER, CLARK COUNTY, NEVADA.


 


PARCEL 3:


 


A NON-EXCLUSIVE EASEMENT FOR
INGRESS AND EGRESS, ACCESS AS CONTAINED IN THAT CERTAIN “RECIPROCAL JOINT
DRIVEWAY EASEMENT” RECORDED MARCH 24,1998 IN BOOK 980324 AS DOCUMENT NO.
01528 OF OFFICIAL RECORDS.


 


PARCEL 4:


 


A NON-EXCLUSIVE RECIPROCAL
EASEMENT FOR ACCESS, INGRESS AND EGRESS, FOR VEHICULAR AND PEDESTRIAN TRAFFIC
AS CONTAINED IN THAT CERTAIN “DECLARATION OF RESTRICTIONS AND GRANT OF
EASEMENTS” RECORDED MARCH 24, 1998 IN  BOOK
980324 AS DOCUMENT NO. 01529 OF OFFICIAL RECORDS.


 


83

















 


EXHIBIT “A-27”


 


6160 S. Fort Apache Road, Las Vegas, NV 88109 (Ft. Apache
(FAN))


 


Real property in the City of
Las Vegas, County of Clark, State of Nevada, described as follows:


 


A PORTION OF LOT 1 AS SHOWN
BY MAP THEREOF IN BOOK 112, PAGE 68 OF PLATS IN THE CLARK COUNTY RECORDERS
OFFICE, CLARK COUNTY, NEVADA, LYING WITHIN THE WEST HALF (W 1/2) OF THE
NORTHWEST QUARTER (NW 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF THE SOUTHWEST
QUARTER (SW 1/4) OF SECTION 32, TOWNSHIP 21 SOUTH, RANGE 60 EAST, M.D.M.
CLARK COUNTY, NEVADA, DESCRIBED AS FOLLOWS:


 


COMMENCING AT THE SOUTHEAST
CORNER OF SAID LOT 1; THENCE ALONG THE EAST LINE THEREOF, NORTH 00°47’48” EAST,
A DISTANCE OF 151.05 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 89°17’22”
WEST, A DISTANCE OF 286.58 FEET; THENCE NORTH 02°05’39” EAST, A DISTANCE OF
145.61 FEET; THENCE NORTH 00°49’16” EAST, A DISTANCE OF 1.56 FEET; THENCE NORTH
89°17’22” EAST, A DISTANCE OF 283.28 FEET; THENCE SOUTH 00°47’48” WEST, A
DISTANCE OF 147.05 FEET TO THE POINT OF BEGINNING.


 


NOTE: THE ABOVE METES AND
BOUNDS DESCRIPTION PREVIOUSLY APPEARED IN THAT CERTAIN RECORD OF SURVEY FILED
IN FILE 133 OF SURVEYS, PAGE 3, RECORDED SEPTEMBER 15, 2003 IN BOOK 20030915 OF
OFFICIAL RECORDS, CLARK COUNTY, NEVADA, AS DOCUMENT NO. 01254.


 


ALSO DESCRIBED AS (AS
SURVEYED LEGAL DESCRIPTION):


 


PARCEL 1:


 


LOT 1 OF A SUBDIVISION OF A
PORTION OF THE WEST HALF (W 1/2)
OF THE NORTHWEST QUARTER (NW 1/2) OF THE NORTHWEST QUARTER (NW
1/4) OF THE SOUTHWEST QUARTER
(SW 1/4) OF SECTION 32,
TOWNSHIP 21 SOUTH, RANGE 60 EAST, M.D.M. CLARK COUNTY, NEVADA, DESCRIBED AS
FOLLOWS:


 


COMMENCING AT THE NORTHWEST
CORNER OF SAID SOUTHWEST QUARTER; THENCE SOUTH 00°49’16” WEST, A DISTANCE OF
91.28 FEET; THENCE SOUTH 89°10’44” EAST, A DISTANCE OF 50.00 FEET TO THE POINT
OF BEGINNING; SAID POINT ALSO BEING THE BEGINNING OF A CURVE CONCAVE TO THE
SOUTHEAST, OF WHICH THE RADIAL LINE BEARS SOUTH 89°10’44” EAST, AND A RADIUS OF
54.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE, A DISTANCE OF 83.39 FEET
THROUGH A CENTRAL ANGLE OF 88°28’58”; THENCE NORTH 89°18’ 14” EAST, A DISTANCE
OF 235.55 FEET; THENCE SOUTH 00°47’48” WEST, A DISTANCE OF 637.91 FEET; THENCE
SOUTH 89°17’22” WEST A DISTANCE OF 288.41 FEET; THENCE


 


84

















 


NORTH 00°49’16’ EAST, A
DISTANCE OF 585.40 FEET TO THE POINT OF BEGINNFNG.


 


PARCEL 2:


 


A NON-EXCLUSIVE EASEMENT FOR
INGRESS AND EGRESS AS CREATED BY THAT CERTAIN “DECLARATION OF COVENANTS,
CONDITIONS AND RESTRICTIONS AND OF CERTAIN RECIPROCAL RIGHTS AND EASEMENTS”
RECORDED NOVEMBER 18, 2003 IN BOOK 20031118, AS INSTRUMENT NO. 01808 OF
OFFICIAL RECORDS, CLARK COUNTY, NEVADA.


 


85

















 


EXHIBIT “A-28”


 


187 Skylar Dr., Fairlea, WV 24902 (Fairlea (FWV))


 


All that certain lot or
parcel of real estate situate in Fort Spring District, Greenbrier County, West
Virginia, which real estate according to survey thereof made on June 18,
1998, by N. Eugene Kelly, L.L.S., and as shown on a map or plat of the same, is
more particularly bounded and described as follows:


 


Beginning at a 1” iron pipe
set in the southeastern right-of-way of Graystone Lane; thence with Graystone
Lane N 34° 45’ 17” E 200.04 feet to a 1” iron pipe set; thence leaving
Graystone Lane and through the property of Gray Rock, Incorporated, S 55°
14’ 43” E 163.31 feet to a 1” iron pipe set; thence continuing through Gray
Rock, Incorporated, in part, and with National Health Care, in part, S 34°
45’ 17” W 200.04 feet (passing a 3/4” iron pipe found, being the northwest
corner of National Health Care, at 73.55 feet) to a 1” iron pipe set; thence
leaving National Health Care and through Gray Rock, Incorporated, N 55° 14’
43” W 163.31 feet to the place of beginning, containing 0.75 acres, more or
less.


 


Together with the right to
use jointly with others an easement for ingress and egress between this real
estate and Davis-Stuart Road, S.L.S. Route No. 37, over a private street
designated as Graystone Lane which has been formerly referred to as 30’ R/W on
a plat titled, “Plat Showing the Property of Greyrock, Inc.,” of record in
Record of Maps Book No. 4, Plat A-39.


 


There is specifically
EXCEPTED and RESERVED from the above-described property all coal, oil, gas, and
other minerals underlying the surface of said land, as well as all mining
rights appurtenant rights and easements in favor of the estate of said coal,
oil, gas or other minerals.


 


And being the same property
conveyed unto Theriac Enterprises of Greenbrier West Virginia, LLC, by deed
dated July 11, 2008, by Radiation Oncology Management, LLC, of record in
Deed Book 522, page 428.


 


86














 


EXHIBIT “B”


 


INTENTIONALLY OMITTED


 


87

















 


EXHIBIT “C”


 


FAIR MARKET VALUE


 


“Fair
Market Value” or “Fair Market
Rent” means the fair market value (or fair market rent, as
applicable) of the Premises or applicable portion thereof on a specified date
as agreed to by the parties, or failing such agreement within ten (10) days of such date, as
established pursuant the following appraisal process. Each party shall within ten (10) days after written demand by
the other select one MAI Appraiser to participate in the determination of Fair
Market Value or Fair Market Rent, as applicable. For all purposes under this
Master Lease, the Fair Market Value shall be the fair market value of the
Premises or applicable portion thereof unencumbered by this Master Lease.
Within ten (10) days of such
selection, the MAI Appraisers so selected by the parties shall select a third
(3rd) MAI
Appraiser. The three (3) selected MAI Appraisers shall each determine the
Fair Market Value (or, as applicable, Fair Market Rent) of the Premises or
applicable portion thereof within thirty (30) days of the selection of the
third appraiser. To the extent consistent with sound appraisal practices as
then existing at the time of any such appraisal, and if requested by Landlord,
such appraisal shall be made on a basis consistent with the basis on which the
Premises or applicable portion thereof were appraised at the time of their
acquisition by Landlord. Tenant shall pay the fees and expenses of any MAI Appraiser
retained pursuant to this Exhibit.


 


If either party fails to
select a MAI Appraiser within the time period set forth in the foregoing
paragraph, the MAI Appraiser selected by the other party shall alone determine
the fair market value (or, as applicable, fair market rent) of the Premises or
applicable portion thereof in accordance with the provisions of this Exhibit and
the Fair Market Value (or Fair Market Rent) so determined shall be binding upon
the parties. If the MAI Appraisers selected by the parties are unable to agree
upon a third (3rd) MAI Appraiser
within the time period set forth in the foregoing paragraph, either party shall
have the right to apply at Tenant’s expense to the presiding judge of the court
of original trial jurisdiction in the county in which the Premises or
applicable portion thereof are located to name the third (3rd) MAI Appraiser.


 


Within five(5) days after completion of the
third (3rd) MAI Appraiser’s
appraisal, all three (3) MAI Appraisers shall meet and a majority of the
MAI Appraisers shall attempt to determine the fair market value (or, as
applicable, fair market rent) of the Premises or applicable portion thereof. If
a majority are unable to determine the fair market value (or fair market rent)
at such meeting, the three (3) appraisals shall be added together and
their total divided by three (3). The resulting quotient shall be the Fair
Market Value (or, as applicable, Fair Market Rent). If, however, either or both
of the low appraisal or the high appraisal are more than ten percent (10%) lower or higher than the
middle appraisal, any such lower or higher appraisal shall be disregarded. If
only one (1) appraisal is disregarded, the remaining two (2) appraisals
shall be added together and their total divided by two (2), and the resulting
quotient shall be such Fair Market Value (or, as applicable, Fair Market Rent).
If both the lower appraisal and higher appraisal are disregarded as provided
herein, the middle appraisal shall be such Fair Market Value (or Fair Market Rent).
In any event, the result of the foregoing appraisal process shall be final and
binding.


 


“MAI
Appraiser” shall mean an appraiser licensed or otherwise
qualified to do business in the state(s) where the Premises or applicable
portion thereof are located and who has substantial experience in performing
appraisals of facilities similar to the Premises or applicable portion thereof
and is certified as a member of the American Institute of Real Estate
Appraisers or certified as a SRPA by the


 


88

















 


Society of Real Estate
Appraisers, or, if such organizations no longer exist or certify appraisers,
such successor organization or such other organization as is approved by
Landlord.


 


89

















 


EXHIBIT “D”


 


PERMITTED EXCEPTIONS


 


1.                          The standard
printed exceptions, conditions and exclusions from coverage contained in the
standard coverage owner’s title policy then prevailing in use at the title
company that consummates the sale transaction.


 


2.                          Any matters
which an accurate survey of the Premises may show.


 


3.                          Real property
taxes and assessments.


 


4.                          Any matters
shown as title exceptions in the ALTA Owner’s Policy of Title Insurance
obtained by Landlord in connection with its acquisition of the Premises.


 


5.                          Such other
matters burdening the Premises which were created with the consent or knowledge
of Tenant or arising out of Tenant’s acts or omissions.


 


90

















 


EXHIBIT “E”


 


CERTAIN DEFINITIONS


 


For purposes of this Master
Lease, the following terms and words shall have the specified meanings:


 


ENVIRONMENTAL
DEFINITIONS


 


“Environmental
Activities” shall mean the use, generation, transportation,
handling, discharge, production, treatment, storage, release or disposal of any
Hazardous Materials at any time to or from any portion of the Premises or
located on or present on or under any portion of the Premises.


 


“Hazardous
Materials” shall mean (a) any
petroleum products and/or by-products (including any fraction thereof),
flammable substances, explosives, radioactive materials, hazardous or toxic
wastes, substances or materials, known carcinogens or any other materials,
contaminants or pollutants as to which liability or standards of conduct are
imposed under Hazardous Materials Laws, which pose a hazard to any portion of
the Premises or to Persons on or about any portion of the Premises or cause any
portion of the Premises to be in violation of any Hazardous Materials Laws; (b) asbestos in any form which is
friable; (c) urea
formaldehyde in foam insulation or any other form; (d) transformers or other equipment which contain
dielectric fluid containing levels of polychlorinated biphenyls in excess of
fifty (50) parts per million or any other more restrictive standard then
prevailing; (e) medical
wastes and biohazards; (f) radon
gas; and (g) any other
chemical, material or substance, exposure to which is prohibited, limited or
regulated by any governmental authority because of its dangerous or deleterious
properties or characteristics or would pose a hazard to the health and safety
of the occupants of any portion of the Premises or the owners and/or occupants
of property adjacent to or surrounding any portion of the Premises, including,
without limitation, any materials or substances that are listed in the United
States Department of Transportation Hazardous Materials Table (49 CFR 172.101)
as amended from time to time.


 


“Hazardous
Materials Claims” shall mean any and all enforcement, clean-up, removal
or other governmental or regulatory actions, claims or orders threatened,
completed or instituted pursuant to any Hazardous Material Laws, together with
all claims made or threatened by any third party against any portion of the
Premises, Landlord or Tenant relating to damage, contribution, cost recovery
compensation, loss or injury resulting from any Hazardous Materials.


 


“Hazardous
Materials Laws” shall mean any laws, ordinances, regulations, rules having
the force and effect of law, or orders relating to the environment, health and
safety, Environmental Activities, Hazardous Materials, air and water quality,
waste disposal and other environmental matters.


 


OTHER
DEFINITIONS


 


“Affiliate”
shall mean with respect to any Person, any other Person which Controls,
is Controlled by or is under common Control with the first Person.


 


“Business
Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is
not a day on which national banks in the City of New York, New York, or in the
municipality wherein the Facility is located are closed.


 


91

















 


“CC&R’s” shall mean covenants, conditions and restrictions
or similar use, maintenance or ownership obligations encumbering or binding
upon the real property comprising any Facility.


 


“Control” shall mean, as
applied to any Person, the possession, directly or indirectly, of the power to
direct the management and policies of that Person, whether through ownership,
voting control, by contract or otherwise.


 


“Consumer
Price Index or CPI” shall mean the Consumer Price Index as now published
by the U.S. Bureau of Labor Statistics under the caption: “United States City
Average for Urban Wage Earners and Clerical Workers All Items,” or any revision
or equivalent thereof hereafter published by that Bureau, or if there ceases to
be any such publication, any substantially equivalent Price Index generally
recognized as authoritative, designated by Landlord.


 


“Debt to
Equity Ratio” shall mean the ratio of Total Liabilities to Net
Worth.


 


“Medical
Waste” shall mean all medical waste as defined by California Health and Safety
Code §117690, as amended or supplemented. If a Situs State has a comparable
statute that defines “medical waste”, Medical Waste for purposes of all
Facilities in such Situs State shall have the meaning set forth in such
statute.


 


“Landlord’s
Investment” shall mean, as to any particular Facility, the
amount shown for such Facility on Exhibit “G” hereof.


 


“Net Worth”
means with respect to any Person, the amount by which such Person’s
Total Assets exceeds Total Liabilities.


 


“Person” shall mean any
individual, partnership, association, corporation, limited liability company or
other entity.


 


“Total
Assets” means all assets of a Person determined on a
consolidated basis in accordance with generally accepted accounting principles.


 


“Total
Liabilities” means all liabilities of a Person (excluding
deferred tax liability) determined on a consolidated basis in accordance with
generally accepted accounting principles.


 


92

















 


EXHIBIT “F”


 


FINANCIAL,
MANAGEMENT AND REGULATORY REPORTS


 


Tenant shall keep adequate
records and books of account with respect to the finances and business of
Tenant generally and with respect to the Premises, in accordance with generally
accepted accounting principles (“GAAP”) consistently applied.


 


During the Term, Tenant
shall deliver to Landlord, prior to one hundred twenty (120) days after the
close of each fiscal year of Tenant, Guarantor or any Resulting Guarantor
annual audited financial statements of Tenant, Guarantor or any Resulting
Guarantor, commencing with the fiscal year including the date of commencement
of the Term, certified by a nationally recognized firm of independent certified
public accountants. In addition, Tenant shall also furnish to Landlord prior to
sixty (60) days after the end of each of the three remaining quarters,
unaudited financial statements and all other quarterly reports of Tenant,
Guarantor or any Resulting Guarantor, certified by their respective chief
financial officers, and all filings, if any, of Form 10-K, Form 10-Q
and other required filings with the Securities and Exchange Commission pursuant
to the provisions of the Securities Exchange Act of 1934, as amended, or any
other law.


 


If, for whatever reason, the
financial results of Tenant do not appear, or are not included, in the
consolidated financial statements required to be provided to Landlord pursuant
to the foregoing paragraph, then Tenant shall also deliver to Landlord Tenant’s
financial statements meeting the same requirements and within the same
timeframes as required for Holdings pursuant to the foregoing paragraph.


 


All financial statements
shall be prepared in accordance with GAAP consistently applied. All annual
financial statements shall be accompanied (i) by an opinion of the
accounting firm preparing such statements stating that (A) there are no
qualifications as to the scope of the audit and (B) the audit was
performed in accordance with GAAP and (ii) by the affidavit of the
president or a vice president (or officer, director or manager of a similar
position) of Tenant, dated within five (5) days of the delivery of such
statement, stating that (C) the affiant knows of no Event of Default, or
event which, upon notice or the passage of time or both, would become an Event
of Default which has occurred and is continuing hereunder or, if any such event
has occurred and is continuing, specifying the nature and period of existence
thereof and what action Tenant has taken or proposes to take with respect
thereto and (D) except as otherwise specified in such affidavit, that to
affiant’s knowledge Tenant has fulfilled all of its obligations under this
Master Lease which are required to be fulfilled on or prior to the date of such
affidavit. All financial statements shall be sent via email to Landlord at iay@theriacenterprises.com
or to such other email address which Landlord shall, in writing, direct.


 


On or before the date that
is forty-five (45) days after the end of each calendar quarter, Tenant shall
deliver to Landlord quarterly profit and loss reports concerning the Business
at each Facility and the combined Facilities in this Master Lease. Such reports
shall be in substantially the same form as delivered by Tenant to Landlord in
connection with Landlord’s acquisition of the Premises and shall contain a
level of detail reasonably satisfactory to Landlord. Such reports shall be sent
via email to Landlord at jay@theriacenterprises.com or to such other email
address which Landlord shall, in writing, direct.


 


Tenant shall furnish to
Landlord within ten (10) days of receipt written notice of any of the
following: (i) any material violation of any federal, state, or local
licensing or reimbursement certification statute or regulation, including
Medicare or Medicaid, (ii) any suspension, termination or


 


93

















 


restriction placed on Tenant
or any portion of the Premises or the operation of any portion of the Business
which would have a material adverse effect on the operation of the Business at
a Facility, and (iii) any material violation of any permit, approval or
certification in connection with any portion of the Premises or any portion of
the Business, by any federal, state, or local authority, including Medicare or
Medicaid, if applicable.


 


Tenant shall, on or before
the date that is sixty (60) days prior to the beginning of each fiscal year of
Holdings, provide Landlord with an annual operating budget covering the
operations of Holdings for the forthcoming fiscal year. If, for whatever
reason, the operating budget of Holdings would not include and cover the
operations of Tenant for the forthcoming fiscal year, then Tenant shall deliver
to Landlord, within sixty (60) days after the beginning of Tenant’s fiscal
year, an annual operating budget covering the operations of Tenant for such
fiscal year.


 


94

















 


EXHIBIT “G”


 


LANDLORD’S INVESTMENT


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Landlord’s

  	
   

  
	
  #

  	
   

  	
  Location

  	
   

  	
  Street Address

  	
   

  	
  State

  	
   

  	
  Investment

  	
   

  
	
   1

  	
   

  	
  Scottsdale (SAZ)

  	
   

  	
  7337 East Thomas Road

  	
   

  	
  AZ

  	
   

  	
  $

  	
  2,350,000

  	
   

  
	
   2

  	
   

  	
  Bonita Springs (BNO)

  	
   

  	
  8991 Brighton Lane

  	
   

  	
  FL

  	
   

  	
  $

  	
  4,580,000

  	
   

  
	
   3

  	
   

  	
  Bradenton (BAO)

  	
   

  	
  6555 Cortez Road

  	
   

  	
  FL

  	
   

  	
  $

  	
  3,160,000

  	
   

  
	
   4

  	
   

  	
  Colonial

  	
   

  	
  2234 Colonial Blvd

  	
   

  	
  FL

  	
   

  	
  $

  	
  3,100,000

  	
   

  
	
   5

  	
   

  	
  Crestview - new (CRO)

  	
   

  	
  601 Redstone Ave. West

  	
   

  	
  FL

  	
   

  	
  $

  	
  2,420,000

  	
   

  
	
   6

  	
   

  	
  Destin (DSC)

  	
   

  	
  6879 U.S. Hwy 98 West

  	
   

  	
  FL

  	
   

  	
  $

  	
  3,720,000

  	
   

  
	
   7

  	
   

  	
  East Naples (ENF)

  	
   

  	
  8625 Collier Blvd.

  	
   

  	
  FL

  	
   

  	
  $

  	
  5,360,000

  	
   

  
	
   8

  	
   

  	
  Fort Walton Beach (FWB)

  	
   

  	
  1026 Mar Watt Drive, N.W.

  	
   

  	
  FL

  	
   

  	
  $

  	
  3,360,000

  	
   

  
	
   9

  	
   

  	
  Henderson (VHO)

  	
   

  	
  52 North Pecos Road

  	
   

  	
  NV

  	
   

  	
  $

  	
  2,630,000

  	
   

  
	
  10

  	
   

  	
  Lehigh Acres (LAO)

  	
   

  	
  1120 Lee Boulevard

  	
   

  	
  FL

  	
   

  	
  $

  	
  2,630,000

  	
   

  
	
  11

  	
   

  	
  Ft. Apache (FAN)

  	
   

  	
  6160 S. Fort Apache Road

  	
   

  	
  NV

  	
   

  	
  $

  	
  4,630,000

  	
   

  
	
  12

  	
   

  	
  Palm Desert (PSC)

  	
   

  	
  77-840 Flora Road

  	
   

  	
  CA

  	
   

  	
  $

  	
  5,100,000

  	
   

  
	
  13

  	
   

  	
  Tamarac (TMO)

  	
   

  	
  7850 North University
  Drive

  	
   

  	
  FL

  	
   

  	
  $

  	
  1,870,000

  	
   

  
	
  14

  	
   

  	
  Casa Grande (CGA)

  	
   

  	
  1281 East Cottonwood Lane

  	
   

  	
  AZ

  	
   

  	
  $

  	
  6,600,000

  	
   

  
	
  15

  	
   

  	
  Scottsdale (SAZ)

  	
   

  	
  7440 East Thomas Road

  	
   

  	
  AZ

  	
   

  	
  $

  	
  7,370,000

  	
   

  
	
  16

  	
   

  	
  Jacksonville (JVF)

  	
   

  	
  7751 Baymeadows Rd. E.

  	
   

  	
  FL

  	
   

  	
  $

  	
  5,970,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Lakewood Ranch MOB II 6310

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  Lakewood Ranch (LWF)

  	
   

  	
  Health Pkwy

  	
   

  	
  FL

  	
   

  	
  $

  	
  7,520,000

  	
   

  
	
  18

  	
   

  	
  Fairlea (FWV)

  	
   

  	
  187 Skylar Dr.

  	
   

  	
  WV

  	
   

  	
  $

  	
  1,710,000

  	
   

  
	
  19

  	
   

  	
  Peoria (PEA)

  	
   

  	
  9159 W. Thunderbird Rd., Bldg
  F

  	
   

  	
  AZ

  	
   

  	
  $

  	
  4,720,000

  	
   

  
	
  20

  	
   

  	
  Hammonton (HMN)

  	
   

  	
  893 South White Horse Pike

  	
   

  	
  NJ

  	
   

  	
  $

  	
  2,740,000

  	
   

  
	
  21

  	
   

  	
  West Palm Beach (PWO)

  	
   

  	
  12993 Southern Boulevard

  	
   

  	
  FL

  	
   

  	
  $

  	
  2,920,000

  	
   

  
	
  22

  	
   

  	
  Yucca Valley, CA*

  	
   

  	
  58295 29 Palms Hwy

  	
   

  	
  CA

  	
   

  	
  $

  	
  4,000,000

  	
   

  
	
  23

  	
   

  	
  Rancho Mirage (RMC)

  	
   

  	
  40055 Bob Hope Drive,
  Suite B

  	
   

  	
  CA

  	
   

  	
  $

  	
  5,680,000

  	
   

  
	
  24

  	
   

  	
  Southbridge (SBM)

  	
   

  	
  55 Sayles Street

  	
   

  	
  MA

  	
   

  	
  $

  	
  5,710,000

  	
   

  
	
  25

  	
   

  	
  Gilbert (GLA)

  	
   

  	
  2680 South Val Vista Dr.

  	
   

  	
  AZ

  	
   

  	
  $

  	
  4,650,000

  	
   

  
	
  26

  	
   

  	
  Frankfort, KY

  	
   

  	
  2 Physicians Park Dr

  	
   

  	
  KY

  	
   

  	
  $

  	
  900,000

  	
   

  
	
  27

  	
   

  	
  CBO II

  	
   

  	
  2270 Colonial Blvd

  	
   

  	
  FL

  	
   

  	
  $

  	
  15,740,000

  	
   

  
	
  28

  	
   

  	
  ElSegundo

  	
   

  	
  860 Parkview Dr. N.

  	
   

  	
  CA

  	
   

  	
  $

  	
  8,490,000

  	
   

  
	
   

  	
   

  	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  129,630,000

  	
   

  



 


95

















 


EXHIBIT H


 


IMMEDIATE REPAIRS


 


	
  Property:

  	
   

  	
  Description of Repairs:

  
	
   

  	
   

  	
   

  
	
  IMMEDIATE REPAIRS

  
	
   

  	
   

  	
   

  
	
  Santa
  Rosa Beach, FL

  	
   

  	
  ·                             Repair
  leaking roof: According to the POC. roof leaks have been
  repotted within the past year, and some of these leaks remain active. In
  addition, there is visual evidence of active roof leaks located throughout
  the building. Water-damaged ceiling tiles were observed throughout the
  building. Based on the current condition, active roof leaks require repair
  immediately to prevent damage to interior finishes.

   

  ·                             Modify
  existing drain bowls of internal drain: Roof drainage appears to
  be inadequate. There are significant areas of ponding water near the internal
  drains. The clamp ring and drain bowl of the internal drains appear to be 2-3
  inches proud of the roofing membrane which in turn does not allow the
  standing water to properly drain. Based on the current conditions, the roof
  drainage devices must be modified to promote adequate drainage.

   

  ·                             Repair and
  rescal window and frame: The windows are in fair condition. There
  is significant evidence of water intrusion and water damaged finishes along
  many of the window sills. The water infiltration appears to be the result a
  combination of improper installation methods and seal/gasket failures. Based
  on the estimated Remaining Useful Life (RUL) and current condition, the
  damaged windows must be repaired and resealed immediately to prevent water
  infiltration into the building.

   

  ·                             Ceiling tiles
  and interior wall finishes: The water damaged
  ceiling tiles and interior wall finishes near the window seals need to be
  replaced/repaired.

  
	
   

  	
   

  	
   

  
	
  Fort
  Walton Beach, FL

  	
   

  	
  ·                             Storm water
  piping. Construct/Replace (8”): $10.500. The drainage features
  are in good to poor condition. There is no evidence of storm water runoff
  from adjacent properties or major ponding. However, the existing rear
  downspout spills onto the soil, causing soil erosion. According to the POC,
  the rear of the building was flooded in January of 2010 due to a
  combination of unusually heavy rains and the placement of the internal roof
  drainage downspout. All flood damage has since been repaired. The downspout
  termination must be connected to the adjacent underground storm water
  management piping to disperse storm water away from the building and into the
  underground storm water management system. This work should be executed early
  in the evaluation period to prevent additional erosion and/or possible
  flooding.

  
	
   

  	
   

  	
   

  
	
  Loxahatchee,
  FL

  	
   

  	
  ·                             [Water
  intrusion. The source of the water intrusion causing the water

  



 


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  damaged ceiling tiles in
  the mesh room and the handicapped restroom needs to be identified and
  repaired and the water damaged ceiling tiles themselves need to be replaced.]

  
	
   

  	
   

  	
   

  
	
  SHORT-TERM REPAIRS

  
	
   

  	
   

  	
   

  
	
  Scottsdale, AZ

  (7337)

  	
   

  	
  ·                             Soil Erosion.
  Downspouts and Concrete splashblocks.. The drainage features
  are in fair condition. Ponding occurs in the landscape area along the south
  elevation of the building. The affected areas must be graded to direct storm
  water toward the paved areas. Soil erosion occurs along the south elevation
  of the building. The affected area must be restored to prevent additional
  erosion and damage. In addition to restoring the affected area EMG recommends
  the installation of downspouts and concrete splash blocks to prevent
  additional soil erosion.

  
	
   

  	
   

  	
   

  
	
  Scottsdale, AZ

  (7340)

  	
   

  	
  ·                             Roof leak. There is
  evidence of an active roof leak. Storm water was observed dripping adjacent
  to the roof hatch. The storm water appeared to be penetrating at the base of
  the roof hatch flashing. The active leak must be repaired.

   

  ·                             Asphalt
  pavement. Full depth spot repairs: The asphalt pavement is
  in good to fair condition. There is an isolated area of failure and
  deterioration, such as alligator cracking and localized depression located at
  the northeast corner of the property. The damaged area of paving must be cut
  and patched in order to maintain the integrity of the overall pavement
  system.

  
	
   

  	
   

  	
   

  
	
  Peoria, AZ

  	
   

  	
  ·                             EIFS. Typically,
  there is no provision for draining water from behind the exterior insulation
  and finish system (EIFS) base coat and/or polystyrene foam insulation. Also,
  there is typically no ventilation between these materials. Even slight water
  infiltration can eventually cause deterioration of the wood or gypsum
  substrate and can, over time, damage structural elements of the building. The
  EIFS material is in good to fair condition. There is isolated evidence of
  hairline cracking of the EIFS located along the north, south and west
  elevation of the building including the parapet walls. Based on the current
  condition, the damaged EIFS skin must be repaired to prevent moisture
  penetration into the building envelope.

  
	
   

  	
   

  	
   

  
	
  Tamarac, FL

  	
   

  	
  ·                             Roll roofing
  membrane (Repair Time: 24 Months). The flat roof finishes
  are in fair to poor condition. There are significant areas of alligator
  cracking and blistering. Based on the estimated Remaining Useful Life (RUL),
  and current condition, the flat roof membrane must be replaced to maintain
  the integrity of the overall roof system.

  
	
   

  	
   

  	
   

  
	
  Southbridge, MA

  	
   

  	
  ·                             Retaining
  wall masonry. The concrete and CMU retaining walls appear to
  be in good to poor condition at the intersection point adjacent to the
  staircase to the lower parking area. Spalling concrete and minor cracks were
  observed. Based on the current condition, the retaining walls must be
  properly inspected and repaired to mitigate potential safety hazards and
  maintain the integrity of the overall retaining wall system.

  



 


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  Fairlea, WV

  	
   

  	
  ·                             Asphalt
  pavement. Seal/stripe. The asphalt pavement is in poor
  condition. The parking stall and directional markings are non-existent and
  spaces are difficult to identify. Based on the current condition, seal
  coating, minor repairs, and resttiping of the asphalt paving is required to
  maximize die pavement life.

   

  ·                             Catch basin
  and storm water piping. The drainage is in poor condition.
  Specifically, along the front elevation of the building the asphalt pavement
  experiences frequent alligator cracking and the concrete walkway is
  misaligned creating a trip hazard. Based on the current condition,
  installation of a catch basin and related piping to ensure proper drainage to
  the landscaped areas will be required to ensure proper drainage.

  
	
   

  	
   

  	
   

  
	
  Fort Walton Beach, FL;
  Crestview, FL; Santa Rosa Beach, FL; Fairlea, WV; Frankfort, KY; Tamarac, FL,
  Loxahatchee, FL

  	
   

  	
  ·                             ADA Concerns. Concerns
  include, paint van-accessible parking space (Fort Walton Beach and Santa Rosa
  Beach, FL; Fairlea, WV, and Frankfort, KY); install Signage Indicating Van
  Accessible Stall (Crestview, FL); paint van-accessible parking space and
  install signage indicating Accessible Parking (Tamarac and West Palm Beach,
  FL).

  



 


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