ex107809masterlease.htm












Exhibit 10.78.09


Execution Version


 


[THIS LEASE IS NOT TO BE RECORDED]


 


 


 


 


MASTER LEASE


 


AND SECURITY AGREEMENT


 


between


 


HCPI Trust,


HCP Senior Housing Properties Trust,


HCP SH ELP1 Properties, LLC,


HCP SH ELP2 Properties, LLC,


HCP SH ELP3 Properties, LLC,


HCP SH Lassen House, LLC,


HCP SH Mountain Laurel, LLC,


HCP SH Mountain View, LLC,


HCP SH Oakridge, LLC,


HCP SH River Valley Landing, LLC, and


HCP SH Sellwood Landing, LLC,


 


as their interests may appear, as Lessor


 


and


 


Emeritus Corporation,


 


as Lessee


 


Dated as of October 31, 2012


 


 


 






  





  











  








 


TABLE OF CONTENTS


 



	  	  	
Page


	  	  	  
	
ARTICLE I.


	  	  	  
	
1.1

	
Leased Property; Term

	
1


	  	  	  
	
ARTICLE II.


	  	  	  
	
2.1

	
Definitions

	
2


	  	  	  
	
ARTICLE III.


	  	  	  
	
3.1

	
Rent

	
19


	
3.2

	
Additional Charges

	
20


	
3.3

	
Late Payment of Rent

	
21


	
3.4

	
Net Lease

	
21


	
3.5

	
Personal Property

	
21


	  	  	  
	
ARTICLE IV.


	  	  	  
	
4.1

	
Impositions

	
21


	
4.2

	
Utility Charges

	
23


	
4.3

	
Insurance Premiums

	
23


	
4.4

	
Impound Accounts

	
23


	
4.5

	
Tax Service

	
24


	  	  	  
	
ARTICLE V.


	  	  	  
	
5.1

	
No Termination, Abatement, etc.

	
24


	
5.2

	
Termination with Respect to Fewer than All of the Facilities

	
25


	  	  	  
	
ARTICLE VI.


	  	  	  
	
6.1

	
Ownership of the Leased Property

	
25


	
6.2

	
Personal Property

	
25


	
6.3

	
Transfer of Personal Property and Capital Additions to Lessor

	
26


	  	  	  
	
ARTICLE VII.


	  	  	  
	
7.1

	
Condition of the Leased Property

	
26


	
7.2

	
Use of the Leased Property

	
27


	
7.3

	
Lessor to Grant Easements, Etc.

	
28


	
7.4

	
Preservation of Facility Value

	
28







 


 






  





  











  








 



	
ARTICLE VIII.


	  	  	  
	
8.1

	
Compliance with Legal and Insurance Requirements, Instruments, Etc.

	
30


	  	  	  
	
ARTICLE IX.


	  	  	  
	
9.1

	
Maintenance and Repair

	
30


	
9.2

	
Encroachments, Restrictions, Mineral Leases, Etc.

	
31


	
9.3

	
Deferred Maintenance

	
32


	
9.4

	
O&M Plan

	
33


	
9.5

	
Ongoing Capital Projects

	
33


	
9.6

	
Intentionally Omitted

	
35


	
9.7

	
Inspections; Due Diligence Fee

	
35


	
9.8

	
Initial Capital Projects

	
36


	  	  	  
	
ARTICLE X.


	  	  	  
	
10.1

	
Construction of Alterations

	
40


	
10.2

	
Construction Requirements for all Alterations

	
41


	  	  	  
	
ARTICLE XI.


	  	  	  
	
11.1

	
Liens

	
44


	  	  	  
	
ARTICLE XII.


	  	  	  
	
12.1

	
Permitted Contests

	
45


	  	  	  
	
ARTICLE XIII.


	  	  	  
	
13.1

	
General Insurance Requirements

	
45


	
13.2

	
Insurance Policies

	
47


	
13.3

	
Evidence of Insurance

	
48


	
13.4

	
Waiver of Subrogation

	
48


	  	  	  
	
ARTICLE XIV.


	  	  	  
	
14.1

	
Insurance Proceeds

	
48


	
14.2

	
Insured Casualty

	
49


	
14.3

	
Uninsured Casualty

	
50


	
14.4

	
No Abatement of Rent

	
50


	
14.5

	
Waiver

	
50


	
14.6

	
Rights of Facility Mortgagees

	
50


	  	  	  
	
ARTICLE XV.


	  	  	  
	
15.1

	
Condemnation

	
51


	  	  	  
	
ARTICLE XVI.


	  	  	  
	
16.1

	
Events of Default

	
52







 


ii


 






  





  











  








 



	
16.2

	
Certain Remedies

	
55


	
16.3

	
Damages

	
55


	
16.4

	
Receiver

	
56


	
16.5

	
Lessee’s Obligation to Purchase

	
56


	
16.6

	
Waiver

	
57


	
16.7

	
Application of Funds

	
57


	
16.8

	
Intentionally Omitted

	
57


	
16.9

	
Grant of Security Interest; Appointment of Collateral Agent

	
57


	
16.10

	
Leases and Residential Care Agreements

	
59


	  	  	  
	
ARTICLE XVII.


	  	  	  
	
17.1

	
Lessor’s Right to Cure Lessee’s Default

	
60


	  	  	  
	
ARTICLE XVIII.


	  	  	  
	
18.1

	
Purchase of the Leased Property

	
60


	
18.2

	
Rights of Lessee Prior to Closing

	
61


	
18.3

	
Lessor’s Election of 1031 Exchange; Lessee’s Regulatory Filings

	
61


	  	  	  
	
ARTICLE XIX.


	  	  	  
	
19.1

	
Extended Terms

	
62


	  	  	  
	
ARTICLE XX.


	  	  	  
	
20.1

	
Holding Over

	
63


	  	  	  
	
ARTICLE XXI.


	  	  	  
	
21.1

	
General REIT Provisions

	
64


	
21.2

	
REIT Agreements

	
64


	  	  	  
	
ARTICLE XXII.


	  	  	  
	
22.1

	
Risk of Loss

	
64


	  	  	  
	
ARTICLE XXIII.


	  	  	  
	
23.1

	
General Indemnification

	
64


	  	  	  
	
ARTICLE XXIV.


	  	  	  
	
24.1

	
Transfers

	
65


	  	  	  
	
ARTICLE XXV.


	  	  	  
	
25.1

	
Officer’s Certificates and Financial Statements

	
74







 


iii


 






  





  











  








 



	
ARTICLE XXVI.


	  	  	  
	
26.1

	
Lessor’s Right to Inspect and Show the Leased Property and Capital Additions

	
77


	  	  	  
	
ARTICLE XXVII.


	  	  	  
	
27.1

	
No Waiver

	
77


	  	  	  
	
ARTICLE XXVIII.


	  	  	  
	
28.1

	
Remedies Cumulative

	
77


	  	  	  
	
ARTICLE XXIX.


	  	  	  
	
29.1

	
Acceptance of Surrender

	
77


	  	  	  
	
ARTICLE XXX.


	  	  	  
	
30.1

	
No Merger

	
77


	  	  	  
	
ARTICLE XXXI.


	  	  	  
	
31.1

	
Conveyance by Lessor

	
78


	
31.2

	
New Lease

	
78


	
31.3

	
New Master Lease

	
79


	  	  	  
	
ARTICLE XXXII.


	  	  	  
	
32.1

	
Quiet Enjoyment

	
79


	  	  	  
	
ARTICLE XXXIII.


	  	  	  
	
33.1

	
Notices

	
80


	  	  	  
	
ARTICLE XXXIV.


	  	  	  
	
34.1

	
Appraiser

	
81


	  	  	  
	
ARTICLE XXXV.


	  	  	  
	
35.1

	
Intentionally Omitted

	
82


	  	  	  
	
ARTICLE XXXVI.


	  	  	  
	
36.1

	
Lessor May Grant Liens

	
82


	
36.2

	
Attornment

	
83


	
36.3

	
Compliance with Facility Mortgage Documents; Superior Leases

	
83


	
36.4

	
Superior Leases

	
85







 


iv


 






  





  











  








 



	
ARTICLE XXXVII.


	  	  	  
	
37.1

	
Hazardous Substances and Mold

	
85


	
37.2

	
Notices

	
86


	
37.3

	
Remediation

	
87


	
37.4

	
Indemnity

	
87


	
37.5

	
Inspection

	
89


	  	  	  
	
ARTICLE XXXVIII.


	  	  	  
	
38.1

	
Memorandum of Lease

	
89


	  	  	  
	
ARTICLE XXXIX.


	  	  	  
	
39.1

	
Sale of Assets

	
90


	  	  	  
	
ARTICLE XL.


	  	  	  
	
40.1

	
Additional Representations and Warranties by Lessor

	
90


	  	  	  
	
ARTICLE XLI.


	  	  	  
	
41.1

	
Additional Representations and Warranties by Lessee

	
91


	  	  	  
	
ARTICLE XLII.


	  	  	  
	
42.1

	
Attorneys’ Fees

	
92


	  	  	  
	
ARTICLE XLIII.


	  	  	  
	
43.1

	
Brokers

	
92


	  	  	  
	
ARTICLE XLIV.


	  	  	  
	
44.1

	
Intentionally Omitted

	
93


	  	  	  
	
ARTICLE XLV.


	  	  	  
	
45.1

	
Miscellaneous

	
93


	  	  	  
	
ARTICLE XLVI.


	  	  	  
	
46.1

	
Provisions Relating to Master Lease

	
101


	
46.2

	
Treatment of Lease

	
101


	  	  	  
	
ARTICLE XLVII.


	  	  	  
	
47.1

	
California State Law Provisions

	
101


	
47.2

	
Connecticut State Law Provisions

	
102







 


v


 






  





  











  








 



	
47.3

	
Waiver of Kentucky Holdover Law

	
102


	
47.4

	
Minnesota State Law Provisions

	
102


	
47.5

	
Mississippi State Law Provision

	
102


	
47.6

	
Montana State Law Mold Disclosure

	
103


	
47.7

	
Nevada State Law Provisions

	
103


	
47.8

	
New Mexico State Law Provisions

	
104


	
47.9

	
Oregon State Law Provisions

	
105


	
47.10

	
Pennsylvania State Law Provisions

	
106


	
47.11

	
Texas State Law Provisions

	
106


	
47.12

	
Virginia State Law Provisions

	
106


	
47.13

	
Washington State Law Provisions

	
106


	
47.14

	
Local Law Provisions

	
108


	
47.15

	
Performance of Lessee’s Obligations

	
108








	
  

	
 








	
Exhibit A-1

	
List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment


	
Exhibit A-2

	
List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment


	
Exhibit A-3

	
List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment


	
Exhibit B

	
Lessor’s Personal Property


	
Exhibit C

	
Form of Memorandum of Lease


	  	  
	
Schedule 1

	
State-Specific Impositions


	
Schedule 9.4.1

	
Facilities Requiring O&M Plans


	
Schedule 10.1

	
Pre-Existing Alteration Projects


	
Schedule 13.1.7

	
Facilities Requiring Environmental Insurance


	
Schedule 36.4

	
Superior Leases


	
Schedule 45.1.20

	
Pending Required Governmental Approvals


	  	  
	
Addendum

	
Entrance Fee Facilities


	
Appendix A

	
Maximum Entrance Fee Facility Liabilities







 


vi


 




  





  











  






 


MASTER LEASE AND SECURITY AGREEMENT


 


THIS MASTER LEASE AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Lease”) is dated as of October 31, 2012, and is made by and between HCPI Trust, a Maryland real estate investment trust, HCP Senior Housing Properties Trust, a Delaware statutory trust, HCP SH ELP1 Properties, LLC, a Delaware limited liability company, HCP SH ELP2 Properties, LLC, a Delaware limited liability company, and HCP SH ELP3 Properties, LLC, a Delaware limited liability company, HCP SH Lassen House, LLC, a Delaware limited liability company, HCP SH Mountain Laurel, LLC, a Delaware limited liability company, HCP SH Mountain View, LLC, a Delaware limited liability company, HCP SH Oakridge, LLC, a Delaware limited liability company, HCP SH River Valley Landing, LLC, a Delaware limited liability company, and HCP SH Sellwood Landing, LLC, a Delaware limited liability company (as their interests may appear, “Lessor”), and Emeritus Corporation, a Washington corporation (“Lessee”).


 


ARTICLE I.


 


1.1          Leased Property; Term.  Upon and subject to the terms and conditions hereinafter set forth, Lessor leases to Lessee and Lessee leases from Lessor all of Lessor’s rights, title and interests in and to the following (collectively the “Leased Property”):


 


(a)           the tracts, pieces and parcels of property or properties more particularly described in and located at the addresses set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto and all easements, rights and appurtenances relating thereto, in each case whether Lessor now holds or hereafter acquires an interest in the same (collectively, the “Land”);


 


(b)           all buildings, structures and other improvements of every kind now or hereafter located on the Land, including alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site to the extent Lessor has obtained any interest in the same), parking areas and roadways appurtenant to such buildings and structures and Capital Additions (as hereinafter defined) funded by Lessor (collectively, the “Improvements”);


 


(c)           all equipment, machinery, fixtures, and other items of real and/or personal property, including all components thereof, now and hereafter located in, on or used in connection with and permanently affixed to or incorporated into the Improvements, including all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems, apparatus, sprinkler systems, fire and theft protection equipment, and built-in oxygen and vacuum systems, all of which, to the greatest extent permitted by law, are hereby deemed to constitute real estate, together with all replacements, modifications, alterations and additions thereto (collectively, the “Fixtures” and together with the Improvements, the “Leased Improvements”); and


 


(d)           the machinery, equipment, furniture and other personal property described on Exhibit B attached hereto and made a part hereof, together with all replacements,


 


 






  





  











  








 


modifications, alterations, and substitutions therefor (whether or not constituting an upgrade) (collectively, “Lessor’s Personal Property”).


 


SUBJECT, HOWEVER, to the Permitted Encumbrances (as defined herein) to have and to hold for the Term (as defined herein), unless this Lease is earlier terminated as hereinafter provided.  In addition, Lessor reserves to itself, and the right to transfer, convey, lease or assign to any other Person, in whole or in part, all oil, gas, hydrocarbons, mineral and water rights in the Leased Property but without right of entry on the surface or within two hundred (200) feet thereof; provided, however, that (i) no such items shall be extracted in such manner (x) as may cause or contribute to a lessening of the support of the Land or the Leased Improvements, (y) that interferes in any material fashion with the continued use and operation during the Term of any Facility (as defined herein) for its Primary Intended Use (as defined herein), and (ii) Lessor and any Person to whom any such rights are assigned by Lessor shall deliver a commercially reasonable environmental indemnity agreement to and for the benefit of Lessee with respect to the activities of such Person on the Leased Property.  Upon any change in the Minimum Rent (as defined herein) in accordance with the provisions of Section 3.1 below or otherwise pursuant to this Lease, the parties shall similarly execute an amendment to this Lease confirming such matters.  Notwithstanding the foregoing, the failure of Lessor to prepare and/or Lessee and Lessor to so execute and deliver any such amendment shall not affect the determination of the rights, obligations and or benefits of Lessor or Lessee which would have been confirmed by any such amendment.


 


ARTICLE II.


 


2.1          Definitions.  For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (i) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (ii) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP as at the time applicable; (iii) all references in this Lease to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Lease; (iv) the word “including” shall have the same meaning as the phrase “including, without limitation,”; and (v) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or other subdivision:


 


1031 Exchange:  As defined in Section 18.3.


 


Accommodator:  As defined in Section 18.3.


 


ACMs:  As defined in Section 9.4.


 


Additional Charges:  As defined in Article III.


 


Affiliate:  Any Person which, directly or indirectly (including through one or more intermediaries), controls or is controlled by or is under common control with any other Person, including any Subsidiary of a Person.  For purposes of this definition, the definition of “Controlling Person” below, and Article XXIV below, the term “control” (including the correlative meanings of the terms “controls”, “controlled by” and “under common control with”),


 


2


 






  





  











  








 


as used with respect to any Person, shall mean the possession, directly or indirectly (including through one or more intermediaries), of the power to direct or cause the direction of the management and policies of such Person, through the ownership or control of voting securities, partnership interests or other equity interests, by contract or otherwise.  Without limiting the generality of the foregoing, when used with respect to any corporation, the term “Affiliate” shall also include (i) any Person which owns, directly or indirectly (including through one or more intermediaries), fifty percent (50%) or more of any class of voting security or equity interests of such corporation, (ii) any Subsidiary of such corporation and (iii) any Subsidiary of a Person described in clause (i).


 


Allocated Initial Investment:  With respect to each Facility, at any given time, the applicable amount set forth under the heading “Allocated Initial Investment” on Exhibit A-1, Exhibit A-2 or Exhibit A-3 attached hereto, as applicable.  The parties shall cooperate reasonably and in good faith to revise within thirty (30) days after the date hereof the amounts set forth under such headings on Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto as of the date hereof, it being acknowledged that the aggregate amount of the Allocated Initial Investments shall not be increased or decreased as a result of such revisions.  If there is a dispute between the parties with respect to such revisions that shall not have been resolved on or before November 30, 2012, such dispute shall, upon a written request by either party, be resolved by a firm of independent nationally recognized accountants chosen and mutually accepted by both parties, whose determination shall be final and binding on the parties and whose fees and expenses shall be borne equally by the parties.  The parties shall execute and deliver an amendment to this Lease reflecting the revisions agreed upon by the parties or determined by such accountants, as applicable, immediately after such revisions are so agreed upon or determined, as the case may be.


 


Allocated Minimum Rent:  With respect to each Facility, the amount of rent allocated to such Facility as determined by Section 3.1.1 and Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto; provided, however, that Lessor and Lessee acknowledge and agree that such allocation is solely for purposes of implementing the provisions of Sections 3.1.3, 5.2, 16.5 and 31.2.1 hereof and the determination of Transfer Consideration.  Except for such Sections, the Minimum Rent and other Rent payable hereunder is payable for all the Facilities as a single, indivisible, integrated and unitary economic unit and that but for such integration, the Minimum Rent and other Rent payable under this Lease would have been computed on a different basis.


 


Alteration:  Any alteration, or addition or improvement of or to any portion of the Leased Property, including any Capital Addition or Capital Project, but excluding any Planned Capital Refurbishment Project.


 


Annual Capital Project Plan:  As defined in Section 9.5.


 


Annual Minimum Capital Project Amount:  During the first (1st) Lease Year, an average of Three Hundred Twenty-Five Dollars ($325) per unit for all of the Facilities in the aggregate, with such amount increasing upon the expiration of each Lease Year during the Term (from and after the expiration of the first (1st) Lease Year), by a percentage equal to the CPI Increase.  Commencing upon the expiration of the fifth (5th) Lease Year, the Annual Minimum


 


3


 






  





  











  








 


Capital Project Amount shall be equal to an average of One Thousand Dollars ($1,000) per unit for all of the Facilities in the aggregate, with such amount thereafter increasing upon the expiration of each subsequent Lease Year during the Term by a percentage equal to the CPI Increase, subject to the provisions of Section 9.3 hereof regarding the adjustment of the Annual Minimum Capital Project Amount.  For purposes of clarity, in no event shall the Annual Minimum Capital Project Amount for any Lease Year be less than the Annual Minimum Capital Project Amount in effect as of the expiration of the immediately prior Lease Year.


 


Annual Minimum Capital Project Amount Overage:  For any Lease Year, an amount equal to (a) the sum of (i) the Capital Project Costs incurred and paid by Lessee in funding Capital Projects in the immediately preceding two (2) Lease Years and for which Lessor has received an Officer’s Certificate certifying that the applicable item of Capital Project has been completed and verifying the cost of such item of Capital Project and that such cost has actually been paid or incurred by Lessee (together with such additional evidence of the completion thereof and payment therefor as Lessor may reasonably request), less (ii) the amounts disbursed by Lessor to Lessee from the Replacement Reserve on account of such Capital Projects in accordance with the terms of Section 9.5.1, in excess of (b) the Annual Minimum Capital Project Amount for the prior two (2) Lease Year period.


 


Appraiser:  As defined in Article XXXIV.


 


Architect:  With respect to each Planned Capital Refurbishment Project for a Facility, the architect and/or engineer selected by Lessee in connection with the design and construction of such Planned Capital Refurbishment Project for such Facility and approved by Lessor, which approval shall not be unreasonably withheld or delayed so long as such architect is licensed in the State in which such Facility is located and has experience with the type and scope of the project for which he/she is being retained.


 


Award:  All compensation or other sums paid or received on a total or partial Condemnation.


 


Bankruptcy Code:  The United States Bankruptcy Code (11 U.S.C. § 101 et seq.), and any successor statute or legislation thereto.


 


BLS:  Bureau of Labor Statistics, U.S. Department of Labor.


 


Business Day:  Each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which national banks in the City of Los Angeles, California are authorized, or obligated, by law or executive order, to close.


 


Capital Additions:  With respect to any Facility, one or more new buildings, or one or more additional structures annexed to any portion of any of the Leased Improvements of such Facility, or the material expansion of existing Leased Improvements, which are constructed on any parcel or portion of the Land of such Facility during the Term including the construction of a new wing or new story, or the repair, replacement, restoration, remodeling or rebuilding of the existing Leased Improvements of such Facility or any portion thereof where the purpose and effect of such work is to provide a functionally new facility in order to provide services not previously offered in such Facility.


 


4


 






  





  











  








 


Capital Project:  Repairs and replacements to the Leased Property, or any portion thereof, which are categorized under GAAP as a capital expense and not as an operating expense, but excluding any Planned Capital Refurbishment Projects.


 


Capital Project Costs:  All reasonable out-of-pocket cost incurred by Lessee in connection with a Capital Project.


 


Capital Stock:  Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, and any and all equivalent ownership interests in a Person (other than a corporation).


 


Code:  The Internal Revenue Code of 1986, as amended.


 


Collateral:  As defined in Section 16.9.1.


 


Collateral Agent:  As defined in Section 16.9.2.


 


Commencement Date:  The date of this Lease.


 


Commercial Occupancy Arrangement:  Any commercial (as opposed to resident or patient) Occupancy Arrangement.


 


Condemnation:  The exercise of any governmental power, whether by legal proceedings or otherwise, by a Condemnor or a voluntary sale or transfer by Lessor to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending.


 


Condemnor:  Any public or quasi-public authority, or private corporation or individual, having the power of Condemnation.


 


Consolidated Net Worth:  At any time, with respect to any Person and its consolidated Subsidiaries, on a consolidated basis determined in accordance with GAAP, the Shareholders’ Equity of such Person and Subsidiaries, minus the goodwill and other intangible assets of such Person and Subsidiaries.


 


Controlling Person:  With respect to any entity, any (i) Person(s) which, directly or indirectly (including through one or more intermediaries), controls such entity, including any partners, shareholders, principals, members, trustees and/or beneficiaries of any such Person(s) to the extent the same control such entity, and (ii) Person(s) which controls, directly or indirectly (including through one or more intermediaries), any other Person that would constitute a Controlling Person pursuant to the foregoing clause (i).


 


Cost of Living Index:  The Consumer Price Index for All Urban Consumers, U.S. City Average (1982-1984 = 100), published by the BLS, or such other renamed index.  If the BLS changes the publication frequency of the Cost of Living Index so that a Cost of Living Index is not available to make a cost-of-living adjustment as specified herein, the cost-of-living adjustment shall be based on the percentage difference between the Cost of Living Index for the closest preceding month for which a Cost of Living Index is available and the Cost of Living


 


5


 






  





  











  








 


Index for the comparison month as required by this Lease.  If the BLS changes the base reference period for the Cost of Living Index from 1982-84 = 100, the cost-of-living adjustment shall be determined with the use of such conversion formula or table as may be published by the BLS.  If the BLS otherwise substantially revises, or ceases publication of the Cost of Living Index, then a substitute index for determining cost-of-living adjustments, issued by the BLS or by a reliable governmental or other nonpartisan publication, shall be reasonably selected by Lessor.


 


Costs of the Planned Capital Refurbishment Projects:  All actual out-of-pocket costs actually incurred by Lessee pursuant to the provisions of this Lease (including all costs of design, construction, installation and obtaining all governmental approvals and permits) in connection with any Planned Capital Refurbishment Projects.


 


County:  With respect to each Facility, the County or Township in which the Leased Property of such Facility is located.


 


CPI Increase:  The percentage increase (rounded to two (2) decimal places), if any, in (i) the Cost of Living Index published for the month which is two (2) months prior to the commencement of the applicable Lease Year, over (ii) the Cost of Living Index published for the month which is two (2) months prior to the commencement of the immediately prior Lease Year.


 


Date of Taking:  The date the Condemnor has the right to possession of the property being condemned.


 


DPTA:  As defined in Section 47.4.


 


Emeritus:  Emeritus Corporation, a Washington corporation, and its successors by reason of merger, consolidation or other operation of law, in each case as permitted hereunder.


 


Environmental Costs:  As defined in Article XXXVII.


 


Environmental Laws:  Any and all applicable federal, state, municipal and local laws, statutes, ordinances, rules, regulations, binding and enforceable guidance or policies, orders, decrees, judgments, whether statutory or common law, as amended from time to time, now or hereafter in effect, or promulgated, pertaining to the environment, public health and safety and industrial hygiene, including the use, generation, manufacture, production, storage, release, discharge, disposal, handling, treatment, removal, decontamination, clean-up, transportation or regulation of  any Hazardous Substance, including the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide, and Rodenticide Act, the Safe Drinking Water Act and the Occupational Safety and Health Act.


 


Event of Default:  As defined in Article XVI.


 


Existing Leases: As defined in Section 45.1.21


 


Extended Term:  With respect to each Facility, each of (a) a term, if any, of the duration set forth with respect to such Facility on Exhibit A-1, Exhibit A-2 or Exhibit A-3, as


 


6


 






  





  











  








 


applicable, under the heading “Lease Term — 1st Extension” and (b) a term, if any, of the duration set forth with respect to such Facility on Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, under the heading “Lease Term — 2nd Extension”, in each case for which Lessee renews this Lease with respect to such Facility in accordance with Section 19.1.


 


Facility(ies):  Any one or more of the Pool 1 Facilities, the Pool 2 Facilities and/or the Pool 3 Facilities (including all of them collectively), as the context requires.


 


Facility Mortgage:  Any mortgage, deed of trust, deed to secure debt, or other security agreement encumbering the Leased Property, or any portion thereof, and securing an indebtedness of Lessor or any Affiliate of Lessor or any ground lease or other title retention agreement with respect to the Leased Property or any portion thereof.


 


Facility Mortgagee:  The holder or beneficiary of a Facility Mortgage and any other rights of the lender, credit party or lessor under the Facility Mortgage Documents.


 


Facility Mortgage Documents:  With respect to each Facility Mortgage and Facility Mortgagee, the applicable Facility Mortgage, loan or credit agreement, lease, note and collateral assignment instruments (including collateral assignments of this Lease) and other documents or instruments evidencing, securing or otherwise relating to the loan made, credit extended, or lease or other financing vehicle pursuant thereto that encumber Lessor’s interest in, or otherwise relate to or affect, this Lease or Lessee’s obligations hereunder.


 


Facility Mortgage Reserve Account:  As defined in Section 36.3.2.


 


Fair Market Rental:  With respect to each Facility, determined in accordance with the appraisal procedures set forth in Article XXXIV and this definition:  the fair market rental value of the Leased Property and all Capital Additions of such Facility, or applicable portion(s) thereof, assuming the same is exposed on the open market at the time of the appraisal and taking into account, among other relevant factors, the income generated by the Leased Property and all Capital Additions of such Facility, or applicable portion(s) thereof, but specifically excluding brokerage commissions and other Lessor payments that do not directly inure to the benefit of lessees.


 


Fair Market Value:  With respect to each Facility, the fair market value of the Leased Property and all Capital Additions of such Facility, or applicable portion(s) thereof, determined in accordance with the appraisal procedures set forth in Article XXXIV and this definition.  Fair Market Value shall be obtained by (i) assuming that the Leased Property and all Capital Additions of such Facility, or applicable portion(s) thereof, are unencumbered by this Lease and (ii) valuing the Leased Property and all Capital Additions of such Facility, or applicable portion(s) thereof, for their highest and best use. In determining Fair Market Value in connection with a sale or transfer of the Leased Property and all Capital Additions of a Facility pursuant to the terms of this Lease, the positive or negative effect on the value of the Leased Property and all Capital Additions or applicable portion(s) thereof attributable to the interest rate, amortization schedule, maturity date, prepayment penalty and other terms and conditions of any encumbrance placed thereon by Lessor which will not be removed at or prior to the date of such sale or transfer shall be taken into account.


 


7


 






  





  











  








 


Fixtures:  With respect to each Facility, the Fixtures (as defined in Article I) of such Facility.


 


GAAP:  U.S. generally accepted accounting principles.


 


General Contractor: With respect to each Planned Capital Refurbishment Project for a Facility, the general contractor selected by Lessee in connection with the construction/performance of such Planned Capital Refurbishment Project for such Facility, which general contractor shall have all required State and local licenses and permits, be bondable and have sufficient experience with the size, type and scope of such Planned Capital Refurbishment Project for such Facility.


 


Governmental Authority:  Any court, board, agency, administrative body, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence having jurisdiction and enforcing regulatory control over the Facilities or Lessee (including, without limitation, any of the foregoing having jurisdiction over the ownership, operation, use or occupancy of any Leased Property).


 


Gross Revenues:  With respect to each Facility, all revenues received or receivable from or by reason of the operation of such Facility or any other use of the Leased Property of such Facility, Lessee’s Personal Property, Intangible Property (other than Lessee’s IP Intangibles), and all Capital Additions, including all revenues received or receivable for the use of or otherwise attributable to units, rooms, beds and other facilities provided, meals served, services performed (including ancillary services), space or facilities subleased or goods sold on or from the Leased Property and all Capital Additions of such Facility; provided, however, that Gross Revenues shall not include: (i) bad debt in accordance with GAAP; (ii) non-operating revenues such as interest income or income from the sale of assets not sold in the ordinary course of business; and (iii) federal, state or local excise taxes and any tax based upon or measured by such revenues, where any such federal, state or local excise tax is added to or made a part of the amount billed to the patient or other recipient of such services or goods, whether included in the billing or stated separately.  Gross Revenues for each Lease Year of such Facility shall reflect all cost report settlement adjustments, whether positive or negative, received in or payable during such Lease Year in accordance with GAAP relating to health care accounting, regardless of the year to which such settlement amounts are applicable; provided, however, that to the extent settlement amounts are applicable to years, or portions thereof, prior to the Commencement Date, such settlement amounts shall not be included in Gross Revenues for the Lease Year of such Facility in which such settlement amounts are received or paid.  Gross Revenues shall also include the Gross Revenues of any Occupant under a Commercial Occupancy Arrangement (i.e., the Gross Revenues generated from the operations conducted on or from such subleased, licensed or other used or occupied portion of the Leased Property and all Capital Additions of such Facility shall be included directly in the Gross Revenues); provided, however, that the rent received or receivable by Lessee from or under such Commercial Occupancy Arrangement shall be excluded from Gross Revenues for such purpose.


 


Guarantor:  Any guarantor from time to time of Lessee’s obligations pursuant to this Lease pursuant to a Guaranty.


 


8


 


 


Guaranty:  Any written guaranty of Lessee’s obligations hereunder when executed and delivered by a Guarantor pursuant to the terms of this Lease, including Article XXIV.


 


Handling:  As defined in Article XXXVII.


 


Hazardous Substances:  Collectively, any petroleum, petroleum product or byproduct or any dangerous, toxic or hazardous substance, material or waste regulated or listed pursuant to any Environmental Law, but excluding pharmaceuticals and other health care products to the extent such pharmaceuticals and products: (i) are related to the Primary Intended Use; (ii) would not be considered “waste” under any Environmental Law other than “solid waste”; and (iii) are used in the ordinary course of business consistent with the Primary Intended Use and in compliance with Health Care Requirements.


 


HCP:  HCP, Inc., a Maryland corporation, and its successors and assigns.


 


Health Care Requirements: With respect to each Facility, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, standards, policies, judgments, decrees and injunctions or agreements, in each case regulating the establishment, construction, ownership, operation, use or occupancy of such Leased Property or any part thereof for its Primary Intended Use and all material permits, licenses and authorizations and regulations relating thereto, including all material rules, orders, regulations and decrees of and agreements with Governmental Authorities as pertaining to such Leased Property.


 


Impositions:  Collectively, all taxes, including capital stock, franchise, gross margins and other state, municipal and local taxes; ad valorem, sales, use, single business, gross receipts, net worth, transaction privilege, rent or similar taxes; assessments including assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term; rents and other payments under Superior Leases; water, sewer and other utility levies and charges; excise tax levies; fees including license, permit, inspection, authorization and similar fees; and all other governmental charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character, in the case of each of the foregoing, of Lessor (and of HCP as a result of its investment in Lessor), in respect of the Leased Property (including with respect to any tax parcel of which all or any portion of the Leased Property comprises any portion thereof), any Capital Additions and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Lessee, which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) Lessor or Lessor’s interest in the Leased Property or any Capital Additions, (ii) the Leased Property, any Capital Additions or any parts thereof, or any rent therefrom or any estate, right, title or interest therein, or (iii) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Leased Property, any Capital Additions or the leasing or use of the Leased Property, any Capital Additions or any parts thereof; provided, however, that nothing contained in this Lease shall be construed to require Lessee to pay (a) any tax or similar fee that is calculated based on net income, whether denominated as a franchise or capital stock or other tax) imposed on Lessor or any other Person (including on HCP), (b) any transfer tax of Lessor or any other Person except Lessee and its successors, (c) any tax or fee imposed with respect to the sale, exchange or other disposition by Lessor of any Leased Property, any Capital Additions or the


 


9


 






  





  











  








 


proceeds thereof, or (d) except as expressly provided elsewhere in this Lease, any principal or interest or taxes on any indebtedness on the Leased Property for which Lessor is the obligor, except to the extent that any tax, fee, assessment, tax levy or charge, of the type described in any of clauses (a), (b), (c) or (d) above is levied, assessed or imposed in lieu of or as or as a substitute for any tax, fee assessment, levy or charge which is otherwise included in this definition of an “Imposition”.  Without limiting any of the foregoing, and for ease of administration, the attached Schedule 1 specifies the parties’ agreement with respect to certain Impositions for all states in which real property subject to this Lease is located.  The attached Schedule 1 will remain in effect for the listed Impositions for the listed states so long as the taxes incurred by Lessor (and by HCP as a result of its investment in Lessor) under the listed states’ taxing regimes do not change due to a change in any listed state’s tax statutes or changes in any state’s interpretation of existing state tax statutes, as applied to the taxation of REITs or REIT subsidiaries, and thereafter, the parties agree to cooperate to reasonably reconsider the appropriate allocations of such taxes hereunder, but without any obligation on Lessor or Lessee to agree to any amendment to this Lease as a result thereof.  The attached Schedule 1 is intended to clarify, where it may be uncertain, whether or not those taxes are income taxes.  All other Impositions are applicable to all states covered under this Lease.


 


Improvements:  As defined in Article I, or, with respect to any one or more specified Facility or Facilities, the Improvements (as defined in Article I) of such Facility or Facilities.


 


Indemnified Liabilities: As defined in Section 23.1.


 


Initial Appraisal Period: As defined in Section 34.1.


 


Initial Term:  Collectively, the Pool 1 Fixed Term, the Pool 2 Fixed Term, and the Pool 3 Fixed Term.


 


Insurance Premium Impound Account Trigger Event:  Any failure by Lessee to pay insurance premiums as and when required by Section 4.1 more than two (2) times during any twenty-four (24) month period.  Any Insurance Premium Impound Account Trigger Event shall continue for a period of twenty-four (24) months (provided that, if any additional failure to pay any such insurance premiums occurs in such twenty-four (24) month period, such period will restart upon the occurrence of such additional failure to pay such insurance premiums).


 


Insurance Requirements:  The terms of any insurance policy required by this Lease and all requirements of the issuer of any such policy and of any insurance board, association, organization or company necessary for the maintenance of any such policy.


 


Intangible Property:  With respect to each Facility, all accounts, proceeds of accounts, rents, profits, income or revenues derived from the use of rooms or other space within the Leased Property of such Facility or the providing of services in or from the Leased Property and all Capital Additions of such Facility; documents, chattel paper, instruments, contract rights, deposit accounts, general intangibles, commercial tort claims, causes of action, now owned or hereafter acquired by Lessee (including any right to any refund of any Impositions) arising from or in connection with Lessee’s operation or use of the Leased Property and all Capital Additions


 


10


 






  





  











  








 


of such Facility; all licenses and permits now owned or hereinafter acquired by Lessee, which are necessary or desirable for Lessee’s use of the Leased Property and all Capital Additions of such Facility for its Primary Intended Use, including, if applicable, any certificate of need or similar certificate; the right to use any trade name or other name associated with such Facility; and any and all third-party provider agreements (including Medicare and Medicaid).  Notwithstanding the foregoing to the contrary, in each instance in which “Intangible Property” is used in this Lease, to the extent that applicable Legal Requirements prohibit the use, assignment or other handling or treatment of any of the property, rights or other interests identified herein as “Intangible Property” in the manner described in or permitted or required by any such provision hereof, then such property, rights or other interests so restricted by applicable Legal Requirements shall be deemed not to be included as “Intangible Property” for the purposes of such provision.


 


Land:  As defined in Article I, or, with respect to each Facility, the Land (as defined in Article I) relating to such Facility.


 


Lease:  As defined in the preamble.


 


Lease Year:  Each period of twelve (12) full calendar months from and after the Commencement Date, unless the Commencement Date is a day other than the first (1st) day of a calendar month, in which case the first Lease Year shall be the period commencing on the Commencement Date and ending on the last day of the eleventh (11th) month following the month in which the Commencement Date occurs and each subsequent Lease Year shall be each period of twelve (12) full calendar months after the last day of the prior Lease Year.


 


Leased Improvements: As defined in Article I, or, with respect to each Facility, the Leased Improvements (as defined in Article I) of such Facility.


 


Leased Property:  As defined in Article I, or, with respect to each Facility, the Leased Property (as defined in Article I) of such Facility.


 


Leasehold FMV:  With respect to each Facility, the fair market value of Lessee’s leasehold interest relating to such Facility if exposed on the open market taking into account, among other relevant factors, the income generated from the Leased Property and any Capital Additions for such Facility (utilizing Lessee’s actual net operating income generated by the Leased Property and all Capital Additions of the subject Facility for the trailing twelve (12) whole calendar months immediately preceding the effective date of the subject Transfer), determined by appraisal in accordance with the appraisal procedures set forth in Article XXXIV.


 


Legal Requirements:  With respect to each Facility (a) all federal, state, county, municipal and other governmental statutes, laws (including all Health Care Requirements and Environmental Laws), rules, policies, guidance, codes, orders, regulations, ordinances, permits, licenses, covenants, conditions, restrictions, judgments, decrees and injunctions of any Governmental Authority, affecting the Leased Property, Lessee’s Personal Property, Intangible Property and all Capital Additions or the construction, use or alteration thereof, whether now or hereafter enacted and in force, including any which may (i) require repairs, modifications or alterations in or to the Leased Property, Lessee’s Personal Property and all Capital Additions, (ii) in any way adversely affect the use and enjoyment thereof, or (iii) regulate the transport,


 


11


 






  





  











  








 


handling, use, storage or disposal or require the cleanup or other treatment of any Hazardous Substance, and (b) all covenants, agreements, restrictions, and encumbrances either now or hereafter of record or known to Lessee (other than encumbrances created by Lessor without the consent of Lessee except as otherwise expressly permitted hereunder) affecting the Leased Property.


 


Lessee:  As defined in the preamble.


 


Lessee’s IP Intangibles:  As defined in Section 16.9.


 


Lessee Parties:  Lessee, any Guarantor and any Subsidiary of Lessee or Guarantor.


 


Lessee’s Personal Property:  With respect to each Facility, all of Lessee’s right, title and interest in and to all computers, vehicles and consumables allocable or relating to such Facility, together with all replacements, modifications, alterations and substitutes therefor (whether or not constituting an upgrade) and any other Personal Property hereafter acquired by Lessee.


 


Lessor:  As defined in the preamble.


 


Lessor’s Personal Property:  As defined in Article I, or, with respect to each Facility, Lessor’s Personal Property (as defined in Article I) allocable or relating to such Facility.


 


Maintenance Program:  As defined in Section 9.4.


 


Major Capital Project:  As defined in Section 10.1.


 


Master Sublease:  With respect to any Facility, any Commercial Occupancy Arrangement with respect to more than ten percent (10%) of the square footage within such Facility in the aggregate to any Person and/or its Affiliates, directly or indirectly, or through one or more step transactions or tiered transactions (including subleases or sub-subleases).


 


Minimum Rent:  For each Lease Year, the sum of the then in effect Pool 1 Minimum Rent, Pool 2 Minimum Rent and Pool 3 Minimum Rent, to the extent that this Lease remains in effect for any Facilities in each of such groups, respectively, during the subject Lease Year.


 


Minimum Purchase Price:  With respect to each Facility at any given time, the sum of (i) the Allocated Initial Investment with respect to such Facility, plus (ii) any costs paid, funded or accrued by Lessor in connection with any capital projects (provided, that in no event shall Lessor have any obligation to provide or procure any financing for any such capital projects except as expressly provided in this Lease) with respect to such Facility.


 


Mold:  Mold, mildew, fungus or similar organisms in concentrations or quantities that could reasonably be considered to pose a threat to human health or that are otherwise hazardous or toxic or regulated pursuant to Environmental Law or Mold Remediation Requirements.


 


12


 






  





  











  








 


Mold Condition:  The presence or suspected presence of Mold or any condition(s) that reasonably can be expected to give rise to or indicate the presence of Mold, including observed or suspected instances of water damage or intrusion, the presence of wet or damp wood, cellular wallboard, floor coverings or other materials, inappropriate climate control, discoloration of walls, ceilings or floors, or any notice from a Governmental Authority regarding the indoor air quality due to the presence of Mold at the Leased Property.


 


Mold Inspector:  An industrial hygienist certified by the American Board of Industrial Hygienists (“CIH”) or an otherwise qualified mold consultant selected by or otherwise reasonably acceptable to Lessor.


 


Mold Remediation Requirements:  The relevant provisions of the document Mold Remediation in Schools and Commercial Buildings (EPA 402-K-01-001, March 2001), published by the U.S. Environmental Protection Agency, as may be amended or revised from time to time, or any other applicable Legal Requirements, or Environmental Law relating to Mold or Mold Conditions.


 


New Lease:  As defined in Section 31.2.1.


 


New Lease Effective Date:  As defined in Section 31.2.1.


 


New Master Lease:  As defined in Section 31.3.


 


Non-Stable Facility:  Any Facility described as “Non-Stable” on Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, under the heading “Stable/Non-Stable”.


 


Nonqualifying Income: As defined in Section 7.4.2.


 


Occupancy Arrangement:  Any sublease, license or other arrangement with a Person for the right to use, occupy or possess any portion of the Leased Property and/or any Capital Additions.


 


Occupant:  Any Person having rights of use, occupancy or possession under an Occupancy Arrangement.


 


OFAC:  As defined in Section 40.1(f).


 


OFAC Order:  As defined in Section 40.1(f).


 


Officer’s Certificate:  A certificate of Lessee signed by an officer authorized to so sign by its board of directors or by-laws or by equivalent governing documents or managers.


 


Orders:  As defined in Section 40.1(f).


 


Ordinary Minimum Rent Increase Amount:  As defined in Section 3.1.3.


 


Other Lease:  As defined in Section 31.3.


 


Other Leased Property:  As defined in Section 31.3.


 


13


 






  





  











  








 


Other Purchase Agreement Facility:  Any facility acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement and leased by Lessee from Lessor or such Affiliate, except for any Facility.


 


Overdue Rate:  On any date, a rate equal to two percent (2%) above the Prime Rate, but in no event greater than the maximum rate then permitted under applicable law.


 


Payment Date:  Any due date for the payment of the installments of Minimum Rent or any other sums payable under this Lease.


 


PCA:  As defined in Section 9.3.


 


Permitted Encumbrances:  With respect to any Facility, easements, encumbrances, covenants, conditions and restrictions and other matters which affect the Leased Property which are of record or are created after the date hereof as permitted hereunder.


 


Permitted Affiliate Transaction: As defined in Section 24.1.12


 


Person:  Any individual, corporation, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other form of entity.


 


Personal Property:  With respect to each Facility, all machinery, furniture and equipment, including phone systems and computers, trade fixtures, inventory (including raw materials, work in process and finished goods), supplies and other tangible personal property used at the Leased Property and Capital Additions of such Facility for their Primary Intended Use, other than Fixtures.


 


Planned Capital Refurbishment Project:  As defined in Section 9.8.1.


 


Planned Capital Refurbishment Project Amount: As defined in Section 9.8.2.1.


 


Planned Capital Refurbishment Project Reserve: As defined in Section 9.8.2.1.


 


Planned Capital Refurbishment Project Schedule: As defined in Section 9.8.2.1.


 


Plans and Specifications: As defined in Section 9.8.3.


 


Pool(s):  As the context requires, any one or more of the Facility groupings set forth in on Exhibits A-1 through A-3 hereto, respectively as Pool 1, Pool 2 and Pool 3.


 


Pool 1 Facility(ies):  Any one or more of the facilities being (and to be) operated or proposed to be operated on the Leased Property (including all of them collectively), as the context requires, as more particularly described on Exhibit A-1 attached hereto and incorporated herein by this reference, together with any Capital Additions thereto.


 


Pool 1 Fixed Term:  The period of time commencing on the Commencement Date and ending at 11:59 p.m. Los Angeles time on the expiration of the sixteenth (16th) Lease Year.


 


14


 






  





  











  








 


Pool 1 Minimum Rent:  The sum of the Allocated Minimum Rent for all Pool 1 Facilities.


 


Pool 2 Facility(ies): Any one or more of the facilities being (and to be) operated or proposed to be operated on the Leased Property (including all of them collectively), as the context requires, as more particularly described on Exhibit A-2 attached hereto and incorporated herein by this reference, together with any Capital Additions thereto.


 


Pool 2 Fixed Term:  The period of time commencing on the Commencement Date and ending at 11:59 p.m. Los Angeles time on the expiration of the fifteenth (15th) Lease Year.


 


Pool 2 Minimum Rent:  The sum of Allocated Minimum Rent for all Pool 2 Facilities.


 


Pool 3 Facility(ies): Any one or more of the facilities being (and to be) operated or proposed to be operated on the Leased Property (including all of them collectively), as the context requires, as more particularly described on Exhibit A-3 attached hereto and incorporated herein by this reference, together with any Capital Additions thereto.


 


Pool 3 Fixed Term:  The period of time commencing on the Commencement Date and ending at 11:59 p.m. Los Angeles time on the expiration of the fourteenth (14th) Lease Year.


 


Pool 3 Minimum Rent:  The sum of Allocated Minimum Rent for all Pool 3 Facilities.


 


Portfolio Acquisition:  As defined in Section 7.4.1.


 


Pre-Existing Projects:  As defined in Section 10.1.


 


Primary Intended Use:  With respect to each Facility, the licensed use(s) set forth under the heading “Primary Intended Use” on Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto and incorporated herein by this reference with respect to such Facility, such other uses necessary or incidental to such use and any change to such Primary Intended Use approved by Lessor in accordance with Section 7.2.2 hereof.


 


Prime Rate:  On any date, a rate equal to the annual rate on such date announced by Bank of America, N.A. to be its prime, base or reference rate for ninety (90) day unsecured loans to its corporate borrowers of the highest credit standing but in no event greater than the maximum rate then permitted under applicable law.  If Bank of America, N.A. discontinues its use of such prime, base or reference rate or ceases to exist, Lessor shall designate the prime, base or reference rate of another state or federally chartered bank based in Los Angeles or New York to be used for the purpose of calculating the Prime Rate hereunder.


 


Prior Period Minimum Rent:   As to any Lease Year, the annual rate of Minimum Rent that was applicable immediately prior to the commencement of such Lease Year.  By way of illustration only, the Prior Period Minimum Rent applicable to Lease Year 2 shall equal the annual rate of Minimum Rent that was applicable as of the end of Lease Year 1.


 


15


 






  





  











  








 


Project Budget:  As defined in Section 9.8.3.


 


Purchase Agreement:  That certain Purchase and Sale Agreement, dated as of October 16, 2012, by and among the entities constituting Seller (as defined therein), HCP and Emeritus.


 


Purchase Obligation Exercise:  As defined in Section 18.2.


 


Put Event:  With respect to any Facility an Event of Default hereunder arising pursuant to any of Sections 16.1(q), 16.1(b) through 16.1(e), 16.1(f) (arising out of (i) a breach or default by Lessee during the Term of any of its obligations or covenants pursuant to any of Sections 7.2.1, 7.2.2, 7.2.3, 7.2.5, 7.4, 37.1 or 37.2 or (ii) any other failure of Lessee to obtain and maintain all material licenses, permits and other authorizations to use and operate such Facility for its Primary Intended Use in accordance with all Legal Requirements), 16.1(k) relating to such Facility, 16.1(l) (arising out of a breach of any material representation or warranty of Lessee or any Guarantor in any such document relating to such Facility), 16.1(m) relating to such Facility and/or 16.1(o) relating to such Facility.  Notwithstanding that Lessor and Lessee have specifically defined a “Put Event” for the limited purpose of setting forth the circumstances under which Lessor shall be entitled to the remedy set forth in Section 16.5, in no event shall this definition derogate the materiality of any other Event of Default (including any Event of Default which does not constitute a Put Event) or otherwise limit Lessor’s rights and remedies upon the occurrence of any such Event of Default, including those rights and remedies set forth in Sections 16.2, 16.3, 16.4 and/or 16.9.


 


Real Estate Tax Impound Account Trigger Event:  A failure by Lessee to pay Impositions as and when required by Section 4.1 relating to real estate taxes more than two (2) times during any twenty-four (24) month period.  Any Real Estate Tax Impound Account Trigger Event shall continue for a period of twenty-four (24) months (provided that, if any additional failure to pay any such Impositions occurs in such twenty-four (24) month period, such period will restart upon the occurrence of such additional failure to pay such Impositions).


 


REIT:  A “real estate investment trust” within the meaning of Sections 856 through 860 of the Code.


 


REIT Requirements: As defined in Section 7.4.2.


 


Renewal Option Period: As defined in Section 19.1.


 


Rent:  Collectively, the Minimum Rent, Additional Charges and all other amounts payable under this Lease.


 


Replacement Reserve:  As defined in Section 9.5.1.


 


Required Governmental Approvals:  With respect to each Facility, all licenses, permits, accreditations, authorizations and certifications from any Governmental Authority which are material to or required for (i) the operation of such Facility and any Capital Addition thereto for its Primary Intended Use in accordance with all applicable, material Legal Requirements, including, without limitation, material state facility licenses, certificates of need,


 


16


 






  





  











  








 


permits, provider agreements and accreditations or certifications from Medicare and/or Medicaid, and (ii) for any other use conducted on the Leased Property of such Facility and any Capital Additions thereto as may be permitted from time to time hereunder in accordance with all applicable, material Legal Requirements.


 


Required Maintenance Project:  As defined in Section 9.3.


 


Restricted Area:  As defined in Section 7.4.1.


 


SEC:  Securities and Exchange Commission.


 


Separated Property:  As defined in Section 31.2.


 


Separation Event:


 


(i)            The sale, conveyance or other transfer by Lessor of all or any portion of its interest in the Leased Property of one (1) or more Facilities;


 


(ii)           The sale, conveyance or other transfer of all or any portion of the stock, partnership, membership or other equity interests in Lessor;


 


(iii)          Any financing by Lessor or any Affiliate of Lessor of all or any portion of its interests in the Leased Property of one (1) or more Facilities, including through a Facility Mortgage, the pledge of the stock, partnership, membership or other equity interests in Lessor or other means; or


 


(iv)          The succession by any lender to Lessor or any Affiliate, whether directly or indirectly, to the interests of Lessor under this Lease, including through foreclosure or deed or other conveyance in lieu of foreclosure or in satisfaction of debt.


 


Shareholders’ Equity:  With respect to any Person, the shareholders’, members’ or partners,’ beneficiaries’ or other equity of such Person, determined on a consolidated basis in accordance with GAAP.


 


State:  Except as otherwise indicated herein, with respect to each Facility, the State or Commonwealth in which the Leased Property for such Facility is located.


 


Subsidiaries:  Corporations, partnerships, limited liability companies, business trusts or other legal entities with respect to which a Person owns, directly or indirectly (including through one or more intermediaries), more than fifty percent (50%) of the voting stock or partnership, membership or other equity interest, respectively.


 


Successor Operator:  As defined in Section 45.1.4.


 


Superior Lessor: The lessor under a Superior Lease.


 


Superior Lease: Those leases described on Schedule 36.4 attached hereto and made a part hereof.


 


17


 


 


Target Property:  As defined in Section 18.3.


 


Term:  Each of the Pool 1 Fixed Term, Pool 2 Fixed Term and Pool 3 Fixed Term, as applicable and any Extended Terms thereof, as applicable, unless earlier terminated pursuant to the provisions hereof.


 


Third Appraiser:  As defined in Section 34.1.1.


 


Transfer:  As defined in Article XXIV.


 


Transfer Consideration:  With respect to any Transfer constituting a Master Sublease of a Facility, “Transfer Consideration” shall mean fifty percent (50%) of the positive difference, if any, between the Fair Market Rental and the Allocated Minimum Rent payable by Lessee under this Lease determined on a monthly basis with respect to such Facility, prorating such Allocated Minimum Rent as appropriate, if less than all of the applicable Facility is Master Subleased. Fifty percent (50%) of such positive difference shall be paid by Lessee to Lessor monthly when the Allocated Minimum Rent is due for such Facility; provided, however, that in no event shall the total Transfer Consideration to which Lessor is entitled in connection with any such Master Sublease exceed the Total Consideration (as hereinafter defined) payable directly or indirectly to Lessee, to any Controlling Person(s) or to any other Person in exchange for, in connection with, related to or arising out of the transaction(s) as to which such Master Sublease is a part. With respect to any other Transfer relating to any Facility or all Facilities (i.e., a Transfer other than pursuant to a Master Sublease), “Transfer Consideration” shall mean fifty percent (50%) of the positive Leasehold FMV of such Facility(ies); provided, however, that in no event shall the total Transfer Consideration to which Lessor is entitled in connection with any such other Transfer exceed the Total Consideration payable directly or indirectly to Lessee, to any Controlling Person(s) or to any other Person in exchange for, in connection with, related to or arising out of the transaction(s) as to which such other Transfer is a part. As used herein, the term “Total Consideration” shall mean and include money and the fair market value of any services, property and other things of value, including payment of costs, cancellation or forgiveness of indebtedness, discounts, rebates, barter and the like. For purposes of Section 24.1.2.2 and the payment of Transfer Consideration to Lessor as provided in this Lease, if any Transfer Consideration otherwise payable is due from and based on Total Consideration payable to Lessee, any Controlling Person(s) or to any other Person in exchange for, in connection with, related to or arising out of such Transfer as provided above, (a) where such Total Consideration is payable on a deferred basis (the “Deferred Total Consideration”), then the amount of the Transfer Consideration due from and based on any such Deferred Total Consideration shall be payable to Lessor as and when paid to Lessee, to any Controlling Person(s) or to any such other Person or (b) where such Total Consideration is payable in a form other than immediately available cash, then the amount of Transfer Consideration due from and based on the fair market value of such non-cash Total Consideration shall be payable to Lessor in the form of immediately available cash promptly following receipt by or credit to Lessee, any Controlling Person(s) or any such other Person of such non-cash Total Consideration. Lessee acknowledges and agrees that the terms under which Lessor is entitled to the payment of Transfer Consideration pursuant to this Lease and the amount thereof has been freely negotiated and represents a fair and equitable division with Lessor of the consideration payable in connection


 


18


 






  





  











  








 


with a Transfer taking into account, among other things, Lessor’s investment in the Leased Property, the terms of this Lease and the inherent risks of owning and leasing real property.


 


Unsuitable for Its Primary Intended Use:  With respect to each Facility, a state or condition of such Facility such that by reason of damage or destruction or Condemnation, in the good faith judgment of Lessor, such Facility cannot be operated on a commercially practicable basis for its Primary Intended Use.


 


Year 1 Planned Capital Refurbishment Reserve Shortfall:  As defined in Section 9.8.2.1.


 


Year 2 Planned Capital Refurbishment Reserve Shortfall:  As defined in Section 9.8.2.1.


 


ARTICLE III.


 


3.1          Rent.  Lessee shall pay to Lessor in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset or deduction, the amounts set forth hereinafter as Minimum Rent during the Term.  Payments of Minimum Rent shall be made by wire transfer of funds initiated by Lessee to Lessor’s account or to such other Person as Lessor from time to time may designate in writing.  For the avoidance of doubt, Lessee shall have no right to prepay all or any portion of the Rent hereunder prior to the Commencement Date.


 


3.1.1       Minimum Rent.  From and after the Commencement Date and continuing through the Term, Lessee shall pay to Lessor Minimum Rent monthly, in advance on or before the first day of each calendar month, at an annual rate equal, in the aggregate, to the sum of the amounts set forth for all of the Facilities under the heading “Initial Annual Allocated Minimum Rent” on each of Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto, subject to the further provisions of this Section 3.1, and such Minimum Rent shall be allocated or attributed for certain purposes of this Lease to the Facilities in the respective amounts set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto.


 


3.1.2       Intentionally Omitted.


 


3.1.3       Rent Escalation.  Commencing on the day that is the first day after the expiration of each Lease Year during the Term, the Minimum Rent for the ensuing Lease Year shall be an amount equal to the sum of (x) the Prior Period Minimum Rent applicable to such Lease Year, plus (y) the product of (a) the Prior Period Minimum Rent applicable to such Lease Year and (b) a percentage equal to the greater of: (1) a percentage equal to the CPI Increase or (2) (i) if the ensuing Lease Year is the second Lease Year of the Term, four and four-tenths percent (4.4%), (ii) if the ensuing Lease Year is the third Lease Year, three and eight-tenths percent (3.8%), (iii) if the ensuing Lease Year is the fourth Lease Year, three and six-tenths percent (3.6%), (iv) if the ensuing Lease Year is the fifth Lease Year, three percent (3%), and (v) if the ensuing Lease Year is the sixth Lease Year, (X) in the case of the Allocated Minimum Rent with respect to any of the Non-Stable Facilities, the greater of (A) three percent (3%) and (B) the Fair Market Rental as determined in accordance with the appraisal procedures


 


19


 






  





  











  








 


set forth in Article XXXIV herein and, if a Major Capital Project shall have been approved for such Non-Stable Facility in accordance with Section 10.1, as adjusted in accordance with the methodology approved in accordance with the final sentence of Section 10.1 (provided that the Allocated Minimum Rent with respect to any of the Non-Stable Facilities for the sixth Lease Year, as determined pursuant to this clause (X), shall not exceed an amount equal to the product of (1) the Prior Period Minimum Rent and (2) one hundred thirty percent (130%)), and (Y) in the case of the Allocated Minimum Rent with respect to any Facilities other than the Non-Stable Facilities, three percent (3%), and (vi) for any Lease Year thereafter, three percent (3%) (the Minimum Rent amount determined in accordance with the foregoing formula, to be known as the “Ordinary Minimum Rent Increase Amount”).  Notwithstanding the foregoing, in the case of the first Lease Year of any Extended Term, the Minimum Rent for such Lease Year shall equal the sum of (I) the Ordinary Minimum Rent Increase Amount and (II) fifty percent (50%) of the positive difference between (A) the Fair Market Rental as determined in accordance with the appraisal procedures set forth in Article XXXIV herein, and (B) the Ordinary Minimum Rent Increase Amount, but in no event shall the Minimum Rent for the first Lease Year of any Extended Term, as determined pursuant to this sentence, exceed an amount equal to the product of (X) the Prior Period Minimum Rent and (Y) one hundred six percent (106%).


 


3.1.4       Rent Pro-Rations.  Notwithstanding any contrary provision of Section 3.1, (i) the first monthly payment of Minimum Rent shall be payable on the Commencement Date (prorated as to any partial calendar month at the beginning of the Term), (ii) the last monthly payment of Minimum Rent shall be prorated as to any partial calendar month at the end of the Term, and (iii) in the event that the first day of any calendar month is not a Business Day, then such payment shall be due on the next Business Day immediately following such first day of the subject calendar month.


 


3.2          Additional Charges.  In addition to the Minimum Rent, (i) subject to Article XII regarding permitted contests, Lessee shall also pay and discharge as and when due and payable all other amounts, liabilities, obligations and Impositions which Lessee assumes or agrees to pay under this Lease in accordance with the terms hereof; and (ii) in the event of any failure on the part of Lessee to pay any of those items referred to in clause (i) above, Lessee shall also promptly pay and discharge every fine, penalty, interest and cost which may be added for non-payment or late payment of such items (the items referred to in clauses (i) and (ii) above being referred to herein collectively as the “Additional Charges”), and Lessor shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Additional Charges as in the case of non-payment of the Minimum Rent.


 


[Remainder of page intentionally left blank]


 


20


 






  





  











  








 


3.3          Late Payment of Rent.


 


LESSEE HEREBY ACKNOWLEDGES THAT LATE PAYMENT BY LESSEE TO LESSOR OF RENT WILL CAUSE LESSOR TO INCUR COSTS NOT CONTEMPLATED HEREUNDER, THE EXACT AMOUNT OF WHICH IS PRESENTLY ANTICIPATED TO BE EXTREMELY DIFFICULT TO ASCERTAIN.  ACCORDINGLY, IF ANY INSTALLMENT OF RENT OTHER THAN ADDITIONAL CHARGES PAYABLE TO A PERSON OTHER THAN LESSOR SHALL NOT BE PAID WITHIN FIVE (5) BUSINESS DAYS AFTER ITS DUE DATE, LESSEE WILL PAY LESSOR ON DEMAND A LATE CHARGE EQUAL TO THE LESSER OF (I) THREE PERCENT (3%) OF THE AMOUNT OF SUCH INSTALLMENT OR (II) THE MAXIMUM AMOUNT PERMITTED BY LAW.  THE PARTIES AGREE THAT THIS LATE CHARGE REPRESENTS A FAIR AND REASONABLE ESTIMATE OF THE COSTS THAT LESSOR WILL INCUR BY REASON OF LATE PAYMENT BY LESSEE.  THE PARTIES FURTHER AGREE THAT SUCH LATE CHARGE IS RENT AND NOT INTEREST AND SUCH ASSESSMENT DOES NOT CONSTITUTE A LENDER OR BORROWER/CREDITOR RELATIONSHIP BETWEEN LESSOR AND LESSEE.  IN ADDITION, THE AMOUNT UNPAID, INCLUDING ANY LATE CHARGES, SHALL BEAR INTEREST AT THE OVERDUE RATE COMPOUNDED MONTHLY FROM THE DUE DATE OF SUCH INSTALLMENT TO THE DATE OF PAYMENT THEREOF, AND LESSEE SHALL PAY SUCH INTEREST TO LESSOR ON DEMAND.  THE PAYMENT OF SUCH LATE CHARGE OR SUCH INTEREST SHALL NOT CONSTITUTE WAIVER OF, NOR EXCUSE OR CURE, ANY DEFAULT UNDER THIS LEASE, NOR PREVENT LESSOR FROM EXERCISING ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO LESSOR.


 


LESSOR’S INITIALS:    KY  


 


LESSEE’S INITIALS:     EM  


 


3.4          Net Lease.  This Lease is and is intended to be what is commonly referred to as a “net, net, net” or “triple net” lease.  The Rent shall be paid absolutely net to Lessor, so that this Lease shall yield to Lessor the full amount or benefit (as applicable), of the installments of Minimum Rent and Additional Charges throughout the Term.


 


3.5          Personal Property.  Lessor and Lessee agree that the fair market value of Lessor’s Personal Property leased hereunder does not exceed fifteen percent (15%) of the total fair market value of all property leased hereunder (including real property, improvements, fixtures and personal property).


 


ARTICLE IV.


 


4.1          Impositions.


 


4.1.1       Subject to Article XII regarding permitted contests, Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost is added for nonpayment.  Lessee shall make such payments directly to the taxing authorities where feasible, and promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments.  Subject to Article XII regarding permitted contests, Lessee’s obligation to pay


 


21


 






  





  











  








 


Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof.  If any Imposition may, at the option of the taxpayer, lawfully be paid in installments, whether or not interest shall accrue on the unpaid balance of such Imposition, Lessee may pay the same, and any accrued interest on the unpaid balance of such Imposition, in installments as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto.


 


4.1.2       Lessor shall prepare and file all tax returns, extensions and reports in compliance with all material Legal Requirements with respect to Lessor’s net income, gross receipts, franchise taxes and taxes on its capital stock; provided, that if Lessee would have any liability for such taxes, as Impositions or otherwise, Lessor shall submit the relevant returns, extensions and/or reports to Lessee at least fifteen (15) days prior to the due date for such returns, extensions and/or reports in order to provide Lessee the opportunity to review such returns, extensions and/or reports and the allocations of any Impositions set forth therein, and Lessor shall not file such returns, extensions and/or reports without the prior written consent of Lessee, not to be unreasonably withheld.  Lessee shall prepare and file all other tax returns and reports as may be required by Legal Requirements with respect to or relating to the Leased Property, all Capital Additions, Lessee’s Personal Property and Intangible Property. Any refund due from any taxing authority in respect of any Imposition paid by Lessee shall be paid over to or retained by Lessee for so long as no Event of Default shall have occurred hereunder and be continuing.  For so long as no Event of Default shall have occurred hereunder and be continuing, any refund shall be paid over to or retained by Lessor and applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine.


 


4.1.3       Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports.  If any property covered by this Lease is classified as personal property for tax purposes, Lessee, to the extent required to comply with Legal Requirements, shall file all personal property tax returns in such jurisdictions in compliance with all material Legal Requirements. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property.  Where Lessor is legally required to file personal property tax returns and to the extent practicable, Lessee shall be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessee to file a protest.


 


4.1.4       Lessee may, upon notice to Lessor, at Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor.  Billings for reimbursement by Lessee to Lessor of personal property or real property taxes shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property with respect to which such payments are made.


 


22


 






  





  











  








 


4.1.5       Lessor shall give prompt notice to Lessee of all Impositions payable by Lessee hereunder of which Lessor has knowledge (including, without limitation, those in respect of which Lessor has received written notice), but Lessor’s failure to give any such notice shall in no way diminish Lessee’s obligations hereunder to pay such Impositions.


 


4.1.6       Impositions imposed or assessed in respect of the tax-fiscal period during which the Term terminates with respect to any Facility shall be adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to pay its prorated share thereof shall survive such termination with respect to such Facility.


 


4.2          Utility Charges.  Lessee shall pay or cause to be paid all charges for electricity, power, gas, oil, water and other utilities used in the Leased Property and all Capital Additions.  Lessee shall also pay or reimburse Lessor for all out-of-pocket costs and expenses of any kind whatsoever which at any time with respect to the Term hereof may be imposed against Lessor by reason of any of the covenants, conditions and/or restrictions affecting the Leased Property, any Capital Additions and/or any part(s) thereof, or with respect to easements, licenses or other rights over, across or with respect to any adjacent or other property which benefits the Leased Property and/or any Capital Additions, including any and all out-of-pocket costs and expenses associated with any utility, drainage and parking easements.


 


4.3          Insurance Premiums.  Lessee shall pay or cause to be paid all premiums for the insurance coverage required to be maintained by Lessee hereunder.


 


4.4          Impound Accounts.


 


4.4.1       Upon the occurrence and during the continuance of a Real Estate Tax Impound Account Trigger Event, Lessee shall deposit, at the time of any payment of Minimum Rent, an amount equal to one-twelfth (1/12th) of Lessee’s estimated annual Impositions relating to real estate taxes, of every kind and nature, required pursuant to Section 4.1 in a segregated, interest bearing tax impound account as directed by Lessor.  Such amounts shall be applied to the payment of the obligations in respect of which said amounts were deposited in such order or priority as Lessor shall determine, on or before the respective dates on which the same or any of them would become delinquent.  Nothing in this Section 4.4.1 shall be deemed to affect any other right or remedy of Lessor hereunder.


 


4.4.2       Upon the occurrence and during the continuance of an Insurance Premium Impound Account Trigger Event, Lessee shall deposit at the time of any payment of Minimum Rent, an amount equal to one-twelfth (1/12th) of Lessee’s estimated annual insurance premiums required pursuant to Section 4.3 in a segregated, interest bearing insurance impound account as directed by Lessor.  Such amounts shall be applied to the payment of the obligations in respect of which said amounts were deposited in such order or priority as Lessor shall determine, on or before the respective dates on which the same or any of them would become delinquent.  Nothing in this Section 4.4.2 shall be deemed to affect any other right or remedy of Lessor hereunder.


 


23


 






  





  











  








 


4.4.3       No amount deposited with Lessor or into an impound account established pursuant to this Section 4.4 shall be or be deemed to be escrow or trust funds, provided that all amounts deposited with Lessor shall be held in segregated, interest-bearing accounts as designated by and under the control of Lessor.  Lessee shall be entitled to have interest earned on funds deposited into an impound account established pursuant to this Section 4.4 (but Lessor shall have no obligation to provide any specified rate of return and shall have no liability to Lessee with respect to the amount of any such interest earned on such deposits).  Any amounts deposited with Lessor or contained in any impound account established pursuant to this Section 4.4 shall be solely for the protection of Lessor and the Leased Property and entail no responsibility on Lessor’s part beyond the timely application of such amounts as provided above.  The cost of administering any impound accounts shall be paid by Lessee.  In the event of a transfer of Lessor’s interest in the Leased Property of any Facility or an assignment of Lessor’s interest in this Lease with respect to any Facility, Lessor shall transfer to the transferee the amounts deposited by Lessee in any impound account established by Lessor pursuant to this Section 4.4 with respect to such Facility and thereupon shall, without any further agreement between the parties, be released by Lessee from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of such amounts to such a transferee/assignee.  The amounts deposited by Lessee (or by a transferee of Lessor’s interest, as described above) in any impound account established by Lessor pursuant to this Section 4.4 may also be assigned as security in connection with a Facility Mortgage, provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee.  Nothing contained in this Section 4.4.3 shall be deemed to affect any other right or remedy of Lessor hereunder.


 


4.5          Tax Service.  During the Term, to the extent in Lessee’s possession, Lessee shall provide Lessor with copies of reports provided by a third party tax reporting service or consultant monitoring the timely payment of Impositions by Lessee under this Lease promptly upon Lessor’s request for such reports, but in no event more frequently than quarterly.  Notwithstanding the foregoing, Lessor shall retain the right at any time during the Term, at its election and expense, to separately engage a third party tax reporting service or consultant for the purpose of monitoring the timely payment of Impositions by Lessee under this Lease and Lessee shall reasonably cooperate with Lessor and any such a third party tax reporting service or consultant engaged by Lessor.


 


ARTICLE V.


 


5.1          No Termination, Abatement, etc.  Except as otherwise specifically provided in this Lease, Lessee shall remain bound by this Lease in accordance with its terms and shall not seek or be entitled to any abatement, deduction, deferment or reduction of Rent, or set-off against the Rent.  Except as otherwise specifically provided in this Lease, the respective obligations of Lessor and Lessee shall not be affected by reason of (i) any damage to or destruction of the Leased Property, any Capital Additions and/or any part(s) thereof from whatever cause and/or any Condemnation of the Leased Property, any Capital Additions and/or any part(s) thereof; (ii) the lawful or unlawful prohibition of, or restriction upon, Lessee’s use of the Leased Property, any Capital Additions and/or any part(s) thereof, or the interference with such use by any Person (other than Lessor in contravention of this Lease) or by reason of eviction by paramount title; (iii) any claim that Lessee has or might have against Lessor by


 


24


 






  





  











  








 


reason of any default or breach of any warranty by Lessor hereunder or under any other agreement between Lessor and Lessee or to which Lessor and Lessee are parties (except, and then only to the extent that, Lessor’s actions materially and adversely impair Lessee’s use or operation of a Facility in contravention of this Lease); (iv) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Lessor or any assignee or transferee of Lessor; or (v) for any other cause, whether similar or dissimilar to any of the foregoing, other than a discharge of Lessee from any such obligations as a matter of law.  Lessee hereby specifically waives all rights arising from any occurrence whatsoever which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Lease or quit or surrender the Leased Property, any Capital Additions and/or any part(s) thereof; or (b) which may entitle Lessee to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Lessee hereunder, except as otherwise specifically provided in this Lease.  The obligations of Lessor and Lessee hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Lease or by termination of this Lease other than by reason of an Event of Default.


 


5.2          Termination with Respect to Fewer than All of the Facilities.  Wherever in this Lease the action of terminating the Lease with respect to any Facility (or action of similar import) is discussed, such action shall mean the termination of Lessee’s rights in and to the Leased Property relating to such Facility.  Notwithstanding anything in this Lease to the contrary, if this Lease shall expire or be terminated by Lessor or Lessee with respect to any Facility in accordance with the terms and provisions of this Lease, such expiration or termination shall not affect the applicable Term of this Lease with respect to the balance of the Facilities not so expiring or being terminated, and this Lease shall continue in full force and effect with respect to each other such Facility, except that the total Minimum Rent payable hereunder shall be reduced by the amount of Allocated Minimum Rent with respect to such Facility as to which this Lease has so expired or been terminated.  Nothing contained in this Section 5.2 shall serve in any way (a) to limit Lessor’s ability, pursuant to and solely in accordance with Section 16.2 below, to terminate this Lease with respect to any or all of the Facilities if an Event of Default shall have occurred under this Lease, regardless of whether such Event of Default emanated primarily from a single Facility, or (b) in the event of a termination because of an Event of Default, to recover damages or otherwise exercise its remedies with respect to such Facility(ies) as provided in Article XVI.


 


ARTICLE VI.


 


6.1          Ownership of the Leased Property.  Lessee acknowledges that the Leased Property is the property of Lessor and that Lessee has the right to the exclusive possession and use of the Leased Property only upon the terms and conditions of this Lease.  Upon the expiration or earlier termination of this Lease with respect to any Facility, Lessee shall, at its expense, repair and restore the Leased Property relating to such Facility to the condition required by Section 9.1.4.


 


6.2          Personal Property.  During the Term, Lessee shall, as necessary to operate and maintain each Facility in accordance with all material terms of this Lease, and at its expense,


 


25


 






  





  











  








 


install, affix or assemble or place on any parcels of the Land or in any of the Leased Improvements, any items of Lessee’s Personal Property and replacements thereof which shall be the property of and owned by Lessee.  Except as provided in Sections 6.3 and 16.9, Lessor shall have no rights to Lessee’s Personal Property or Intangible Property.  With respect to each Facility, Lessee shall provide and maintain during the entire Term applicable to such Facility all Personal Property necessary in order to operate such Facility (i) in compliance with all Required Governmental Approvals, and (ii) in material compliance with all Legal Requirements and all Insurance Requirements and otherwise in accordance with customary practice in the industry for the Primary Intended Use.


 


6.3          Transfer of Personal Property and Capital Additions to Lessor.  Upon the expiration or earlier termination of this Lease with respect to any Facility, all Capital Additions not owned by Lessor shall become the property of Lessor, free of any encumbrance, and all or any portion of Lessee’s Personal Property (including motor vehicles used to transport residents/patients, but excluding, for the avoidance of doubt, Lessee’s Intangible Property) relating to such Facility shall, if so elected by Lessor, become the property of Lessor, free of any encumbrance, and Lessee shall execute all documents and take any actions reasonably necessary to evidence such ownership and discharge any encumbrance thereon.  If Lessor does not so elect to acquire any portion of the Lessee’s Personal Property, Lessee shall remove any such items of Lessee’s Personal Property that Lessor has not so elected to acquire upon such expiration or earlier termination of this Lease.  Notwithstanding the foregoing or anything to the contrary in this Lease, upon the expiration or earlier termination of this Lease with respect to any Facility, Lessor shall not be obligated to reimburse Lessee for any replacements, rebuildings, alterations, additions, substitutions, and/or improvements that are surrendered as part of or with the Leased Property or Capital Additions of such Facility.


 


ARTICLE VII.


 


7.1          Condition of the Leased Property.  Lessee acknowledges receipt and delivery of possession of the Leased Property and confirms that Lessee has examined and otherwise has knowledge of the condition of the Leased Property prior to the execution and delivery of this Lease and has found the same to be in good order and repair, free from Hazardous Substances not in compliance with Legal Requirements, and satisfactory for its purposes hereunder.  Regardless, however, of any examination or inspection made by Lessee and whether or not any patent or latent defect or condition was revealed or discovered thereby, Lessee is leasing the Leased Property “AS IS” in its present condition.  Lessee waives any claim or action against Lessor in respect of the condition of the Leased Property including any defects or adverse conditions not discovered or otherwise known by Lessee as of the date hereof.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS TITLE, FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE NATURE OR QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, MOLD OR MOLD CONDITION, IT BEING AGREED THAT ALL SUCH RISKS, LATENT OR PATENT, ARE TO BE BORNE SOLELY BY LESSEE INCLUDING ALL RESPONSIBILITY AND LIABILITY FOR ANY (I) ENVIRONMENTAL REMEDIATION


 


26


 






  





  











  








 


AND COMPLIANCE WITH ALL ENVIRONMENTAL LAWS AND (II) MOLD REMEDIATION AND COMPLIANCE WITH ALL MOLD REMEDIATION REQUIREMENTS.


 


7.2          Use of the Leased Property.


 


7.2.1       Lessee covenants that it will obtain and maintain (or, in the case of any Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee and any of its Affiliates, cause such Affiliate to obtain and maintain) all Required Governmental Approvals with respect to each Facility (including for any Capital Additions to such Facility).


 


7.2.2       Lessee shall use or cause to be used the Leased Property, all Capital Additions and the improvements thereon of each Facility only for the Primary Intended Use of such Facility and for no other uses, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use.  No change to the Primary Intended Use of any Facility shall be permitted hereunder without the prior written consent of Lessor, which consent may be granted or withheld in Lessor’s reasonable discretion.


 


7.2.3       Subject to any reasonable interruptions in operations as a result of (i) casualty or condemnation and the restoration thereof in accordance with the applicable provisions of Section 14 and/or Section 15 hereof, or (ii) the remediation of any environmental condition in accordance with the applicable provisions of Section 37.3 hereof, Lessee shall operate continuously the entire Leased Property and all Capital Additions of each Facility in accordance with the Primary Intended Use of such Facility.  Lessee shall devote the entirety of each Facility and all Capital Additions thereto to the Primary Intended Use, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use.  Lessee shall not modify the services offered or take any other action (e.g., removing patients or residents from any Facility or directing patients or residents, or prospective patients or residents, to another facility) which would materially reduce Gross Revenues or the Fair Market Value of any Facility.


 


7.2.4       Lessee shall conduct its business at each Facility in conformity with standards that meet or exceed the standards of such Facility’s operations as of the Commencement Date and in a manner consistent with normal and customary standards of patient or resident care practice (as the same may change from time to time during the Term) provided in similar facilities in the State.


 


7.2.5       Lessee shall not commit any physical waste on the Leased Property and/or on or to any Capital Additions.


 


7.2.6       Lessee shall not permit the Leased Property, any Capital Additions, or any part(s) thereof, or Lessee’s Personal Property, to be used in such a manner as (i) is reasonably likely to impair Lessor’s title thereto or to any portion thereof or (ii) may make reasonably likely a claim of adverse use or possession, or an implied dedication of the Leased Property, any Capital Additions or any part(s) thereof.


 


27


 


 


7.3          Lessor to Grant Easements, Etc.  Lessor shall, from time to time so long as no Event of Default has occurred and is continuing, at the request of Lessee and at no cost or expense to Lessor, but subject to the approval of Lessor, which approval shall not be unreasonably withheld or delayed, (i) grant easements and other rights in the nature of easements; (ii) release existing easements or other rights in the nature of easements which are for the benefit of the Leased Property; (iii) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes; (iv) execute petitions to have the Leased Property annexed to any municipal corporation or utility district; (v) execute amendments to any covenants, conditions and restrictions affecting the Leased Property; and (vi) execute and deliver to any Person any instrument appropriate to confirm or effect such grants, releases, dedications and transfers to the extent of its interest in the Leased Property, but only upon delivery to Lessor of an Officer’s Certificate stating that such grant release, dedication, transfer, petition or amendment is reasonably necessary for the use, maintenance and/or operation of the Leased Property and would not be reasonably expected to materially reduce the value of the Leased Property.


 


7.4          Preservation of Facility Value.  Lessee acknowledges that a fair return to Lessor on its investment in the Leased Property is dependent, in part, on the concentration on the Leased Property and all Capital Additions during the Term of, as applicable, the senior housing businesses of the Lessee Parties in the geographical area of the Leased Property.  Lessee further acknowledges that diversion of residents and/or patients, as applicable, from any Facility to other facilities and/or reemployment by Lessee of management or supervisory personnel working at any Facility following the expiration or earlier termination of this Lease at other facilities owned, operated or managed, whether directly or indirectly, by the Lessee Parties could reasonably be expected to have a material adverse impact on the value and utility of the Leased Property and all Capital Additions.  Accordingly, Lessor and Lessee agree as follows:


 


7.4.1       Other than as set forth below, during the Term, none of the Lessee Parties, directly or indirectly, shall operate, own, manage or have any ownership interest in any other facility providing services or similar goods to those provided in connection with any Facility and its Primary Intended Use, within a five (5) mile radius outward from the outside boundaries of the Land on which any Facility is located (the area lying within such five (5) mile radius, the “Restricted Area”).  All distances shall be measured on a straight line rather than on a driving distance basis.  In the event that any portion of such other facility is located within the Restricted Area, the entire facility shall be deemed located within the Restricted Area.  Notwithstanding the foregoing, this Section 7.4.1 shall not be deemed violated (i) with respect to facilities owned, leased or managed by Emeritus or its Affiliates as of the date of this Lease, (ii) with respect to facilities owned, leased or managed by Lessor or any Affiliate of Lessor that are transferred by Lessor to Lessee from time to time, and (iii) if any Lessee Party’s interest in a facility located within a five (5) mile radius outward from the outside boundaries of the Land shall arise by virtue of any Lessee Party’s acquisition of the operation, ownership, management or other ownership interest in a portfolio, directly or indirectly, by operation of law or otherwise, and less than twenty percent (20%) of the facilities in such portfolio are located within a five (5) mile radius outward from the outside boundaries of the Land (such acquisition, a “Portfolio Acquisition”).  Notwithstanding the foregoing, in the event that any Lessee Party consummates a Portfolio Acquisition, Lessor may, at Lessor’s election, require that Lessee or the applicable Lessee Party sell, dispose of or cease to manage, or transfer the management of, as applicable,


 


28


 






  





  











  








 


any facility located within the Restricted Area acquired as part of a Portfolio Acquisition, to a non-Affiliate of Lessee or such Lessee Party within twenty-four (24) months of the consummation of the Portfolio Acquisition.  Without limiting any of Lessor’s other rights and remedies hereunder, at law or in equity in respect thereof, in the event of a breach by a Lessee Party under this Section 7.4 by virtue of the operation, ownership, or management of, or an ownership interest in, or the failure to sell, dispose of or cease to manage, or transfer the management of, as applicable, any facility lying within the Restricted Area, then unless and until such Lessee Party sells, disposes of or ceases to manage, or transfers the management of, as directed by Lessor, such facility to a non-Affiliate of such Lessee Party, then Lessee shall pay to Lessor each month as an Additional Charge under this Lease (in addition to Minimum Rent and all other Additional Charges payable hereunder) an amount equal to five percent (5%) of the gross revenue of such facility for such month (calculated as if such facility were a Facility).  For the avoidance of doubt, no Lessee Party shall be in breach under this Section 7.4 by reason of any facility located within the Restricted Area acquired as part of a Portfolio Acquisition permitted hereunder, and no such Additional Charge shall be due or payable with respect to any such facility, unless and until Lessee fails to sell, dispose of or cease to manage, or transfer the management of, such facility prior to the expiration of the twenty-four (24) month period described above following Lessor’s election to require that Lessee dispose of such facility.


 


7.4.2       Notwithstanding any provision of this Lease to the contrary, in the event that counsel or independent accountants for Lessor determine that there exists a material risk that any amounts due to Lessor under Section 7.4.1 would be treated as gross income for purposes of section 856 of the Code that is not described in section 856(c)(2) or 856(c)(3) of the Code, as applicable (such gross income, “Nonqualifying Income”) to Lessor (or its direct or indirect owner that is a REIT), the amount paid to Lessor pursuant to this Agreement in any taxable year of Lessor shall not exceed the maximum amount that can be paid to Lessor in such year without causing Lessor (or its direct or indirect owner that is a REIT) to fail to meet the requirements applicable to REITs under the Code (the “REIT Requirements”) for such year, determined as if the payment of such amount were Nonqualifying Income.  If the amount payable for any taxable year of Lessor under the preceding sentence is less than the amount that otherwise would be payable to Lessor pursuant to this Lease (the amount of such deficit, the “Expense Amount”), then: (A) Lessor shall deposit such Expense Amount in escrow with an escrow agent mutually satisfactory to Lessor and Lessee under an escrow agreement conforming to the terms of this paragraph; and (B) Lessor shall not be entitled to any such Expense Amount, unless and until Lessor delivers to the escrow agent, at the sole option of Lessor, (i) an opinion of Lessor’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income, (ii) a letter from Lessor’s independent accountants indicating the maximum amount that can be paid at that time to Lessor without causing Lessor (or its direct or indirect owner that is a REIT) to fail to meet the REIT Requirements for any relevant taxable year, in which case Lessor shall be paid such maximum amount, or (iii) a private letter ruling issued by the Internal Revenue Service indicating that the receipt of any Expense Amount hereunder will not cause Lessor (or its direct or indirect owner that is a REIT) to fail to satisfy the REIT Requirements.  Lessee’s and escrow holder’s obligation to pay any Expense Amounts shall terminate ten (10) years from the date of this Agreement and, upon such date, the escrow holder shall remit any remaining funds in escrow to Lessee and Lessee shall have no obligation to make any further payments to Lessor with respect to such Expense Amounts notwithstanding that such Expense Amounts have not been paid as of such date.  For all purposes of this Lease,


 


29


 






  





  











  








 


(i) Lessor releases Lessee from any claims that may arise from actions taken by Lessee at the request of Lessor or its agent under this Section 7.4.2, and (ii) Lessor’s right to receive Expense Amounts shall be limited to the amounts in escrow and Lessee shall have no obligation to make any further payments to Lessor with respect to such Expense Amounts.


 


7.4.3       Except as is necessary (a) to provide residents or patients with an alternative level of care not available at a Facility, (b) as the result of the failure of the applicable resident or patient to pay Lessee for his or her stay at a Facility, or (c) to ensure the health and welfare of other residents of a Facility, at any time during the last three (3) years of the applicable Initial Term and of any Extended Terms, with respect to any or all of the Facilities, Lessee shall not, without the prior written consent of Lessor, which consent may be given or withheld in Lessor’s reasonable discretion, recommend or solicit the removal or transfer of more than three percent (3%) of the total residents or patients at any Facility to any other facility (including any other Facility that is subject to this Lease).


 


ARTICLE VIII.


 


8.1          Compliance with Legal and Insurance Requirements, Instruments, Etc.  Subject to Article XII regarding permitted contests, Lessee, at no expense to Lessor, shall promptly (i) comply with all material Legal Requirements and material Insurance Requirements regarding the use, operation, maintenance, repair and restoration of the Leased Property, Lessee’s Personal Property, Intangible Property and all Capital Additions whether or not compliance therewith may require structural changes in any of the Leased Improvements or any Capital Additions or interfere with the use and enjoyment of the Leased Property and (ii) procure and maintain (or, in the case of any Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee and any of its Affiliates, cause such Affiliate to obtain and maintain) and comply with (and cause any such Affiliate to comply with) all Required Governmental Approvals.  At any time following the occurrence and during the continuance of an Event of Default, Lessor may, but shall not be obligated to, enter upon the Leased Property and all Capital Additions and take such actions and incur such costs and expenses to effect such compliance as it deems advisable (exercising its commercially reasonable judgment) to protect its interest in the Leased Property and all Capital Additions, and Lessee shall reimburse Lessor for all such costs and expenses so incurred by Lessor in connection with such actions.  Lessee covenants and agrees that the Leased Property, Lessee’s Personal Property, Intangible Property and all Capital Additions shall not be used for any unlawful purpose.


 


ARTICLE IX.


 


9.1          Maintenance and Repair.


 


9.1.1       Lessee shall, at no expense to Lessor, maintain the Leased Property, and every portion thereof, Lessee’s Personal Property and all Capital Additions, and all private roadways, sidewalks and curbs appurtenant to the Leased Property, and which are under Lessee’s control in good order and repair (to the extent necessary to maintain continued operation of the same in a manner consistent with the standard set forth in Section 7.2.4) whether or not the need for such repairs occurs as a result of Lessee’s use, any prior use, the elements or


 


30


 






  





  











  








 


the age of the Leased Property, Lessee’s Personal Property and all Capital Additions, and, with reasonable promptness, Lessee shall make or cause to be made all necessary and appropriate repairs thereto of every kind and nature, including those necessary to comply with changes in any material Legal Requirements, subject to Article XII regarding permitted contests, whether interior or exterior, structural or non-structural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the Commencement Date.  All repairs shall be at least equivalent in quality to the original work.  Lessee will not take any action the taking of which would reasonably be expected to materially impair the value or the usefulness of the Leased Property, any Capital Additions, or any part(s) thereof for continued operation thereof, in a manner consistent with the standard set forth in Section 7.2.4, for the Primary Intended Use.


 


9.1.2       Lessor shall not under any circumstances be required to (i) build or rebuild any improvements on the Leased Property or any Capital Additions; (ii) make any repairs, replacements, alterations, restorations or renewals of any nature to the Leased Property, whether ordinary or extraordinary, structural or non-structural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto; or (iii) maintain the Leased Property or any Capital Additions in any way.  Lessee hereby waives, to the extent permitted by law, the right to make repairs at the expense of Lessor pursuant to any law in effect at the time of the execution of this Lease or hereafter enacted.


 


9.1.3       Nothing contained in this Lease and no action or inaction by Lessor shall be construed as (i) constituting the consent or request of Lessor, expressed or implied, to any contractor, subcontractor, laborer, materialman or vendor to or for the performance of any labor or services or the furnishing of any materials or other property for the construction, alteration, addition, repair or demolition of or to the Leased Property, any Capital Additions or any part(s) thereof; or (ii) giving Lessee any right, power or permission to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Lessor in respect thereof or to make any agreement that may create any right, title, interest, lien, valid claim or other encumbrance upon the estate of Lessor in the Leased Property, any Capital Additions or any part(s) thereof other than Permitted Encumbrances and inchoate mechanics liens resulting from work permitted to be done at the Leased Properties in accordance with this Lease, subject to the terms hereof with respect thereto.


 


9.1.4       Unless Lessor shall convey any of the Leased Property to Lessee pursuant to the provisions of this Lease, Lessee shall, upon the expiration or earlier termination of the Term, vacate and surrender the Leased Property, Lessee’s Personal Property and Intangible Property (other than Lessee’s IP Intangibles) that Lessor elects to acquire, and all Capital Additions to Lessor in the condition in which the Leased Property was originally received from Lessor and such Lessee’s Personal Property and Intangible Property (other than Lessee’s IP Intangibles) and any Capital Additions were originally introduced to each Facility, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Lease and except for ordinary wear and tear.


 


9.2          Encroachments, Restrictions, Mineral Leases, Etc.  If any of the Leased Improvements or Capital Additions shall, at any time, encroach upon any property, street or right-of-way, or shall violate any restrictive covenant or other agreement affecting the Leased


 


31


 






  





  











  








 


Property, any Capital Additions or any parts thereof, or shall impair the rights of others under any easement or right-of-way to which the Leased Property is subject, or the use of the Leased Property or any Capital Additions is impaired, limited or interfered with by reason of the exercise of the right of surface entry or any other provision of a lease or reservation of any oil, gas, water or other minerals (provided that nothing in this Section 9.2 shall derogate from the provisions contained in the last paragraph of Section 1.1), then promptly upon the request of Lessor or any Person affected by any such encroachment, violation or impairment, Lessee, at its sole cost and expense, but subject to its right to contest the existence of any such encroachment, violation or impairment, shall protect, indemnify, save harmless and defend Lessor and its Affiliates from and against all losses, liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including reasonable attorneys’, consultants’ and experts’ fees and expenses) based on or arising by reason of any such encroachment, violation or impairment.  In the event of an adverse final determination with respect to any such encroachment, violation or impairment, Lessee shall either (i) obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation or impairment, whether the same shall affect Lessor or Lessee; or (ii) make such changes in the Leased Improvements and any Capital Addition, and take such other actions, as Lessee in the good faith exercise of its judgment deems reasonably practicable, to remove such encroachment or to end such violation or impairment, including, if necessary, the alteration of any of the Leased Improvements or any Capital Addition, and in any event take all such actions as may be necessary in order to be able to continue the operation of the Leased Improvements and any Capital Addition for the Primary Intended Use substantially in the manner and to the extent the Leased Improvements and Capital Additions were operated prior to the assertion of such encroachment, violation or impairment.  Lessee’s obligations under this Section 9.2 shall be in addition to and shall in no way discharge or diminish any obligation of any insurer under any policy of title or other insurance and, to the extent the recovery thereof is not necessary to compensate Lessor for any damages incurred by any such encroachment, violation or impairment, Lessee shall be entitled to a credit for any sums recovered by Lessor under any such policy of title or other insurance.


 


9.3          Deferred Maintenance.  Within three (3) months before or after the date that is twenty-four (24) months prior to the expiration of the Term and any Extended Term, Lessor shall obtain, at Lessor’s cost, updated property condition assessments (each a “PCA”) for each of the Facilities.  Based on the PCAs, Lessor shall (i) identify to Lessee items of deferred maintenance existing at the Facilities, if any (each a “Required Maintenance Project”), and (ii) propose to Lessee the Annual Minimum Capital Project Amount for the next succeeding Extended Term, if applicable.  Lessor shall provide Lessee with written notice detailing any Required Maintenance Projects and the proposed new Annual Minimum Capital Project Amount within a reasonable time after Lessor’s receipt of the PCAs for all Facilities.  Lessor and Lessee shall cooperate diligently and attempt in good faith to agree upon the Required Maintenance Projects and the new Annual Minimum Capital Project Amount.  To the extent that Lessor and Lessee are unable to reach agreement within twenty (20) days following Lessee’s receipt of Lessor’s notice, such dispute shall be resolved by one, two or three independent Persons having not less than ten (10) years of experience in performing assessments of the maintenance and condition of properties similar to the Facilities, which Persons shall (a) be selected and paid in the same manner in which Appraisers would be selected and paid pursuant to Article XXXIV and (b) make a determination with respect to the Required Maintenance Projects and/or the new Annual Minimum Capital Project Amount, as the case may be, in the same manner in which


 


32


 






  





  











  








 


Appraisers would make a determination with respect to Fair Market Value, Fair Market Rental or Leasehold FMV pursuant to Article XXXIV (it being acknowledged, for avoidance of doubt, that (x) the third and fifth sentences of Section 34.1 and the provisions of Section 34.1.4 shall not apply for purposes of this sentence and (y) with respect to determining the Required Maintenance Project, the first sentence of Section 34.1.1 shall not apply and a third Person shall be selected to make such determination if the first two Persons are unable to agree on the same).  Promptly following the final determination of the Requirement Maintenance Projects, Lessee shall commence and thereafter complete each Required Maintenance Project during the next two (2) Lease Years.  Notwithstanding anything to the contrary contained herein, each of Lessor and Lessee acknowledges and agrees that for purposes of Section 9.5 below, (x) funds expended by Lessee to complete any Required Maintenance Projects shall be deemed funds expended as part of the Annual Minimum Capital Project Amount, and (y) the Required Maintenance Projects shall be deemed Capital Projects.


 


9.4          O&M Plan.


 


9.4.1       With respect to each Facility identified on Schedule 9.4.1 hereto, Lessee shall institute, within ninety (90) days after the Commencement Date, an operations and maintenance plan (each a “Maintenance Program”) designed by an environmental consultant reasonably satisfactory to Lessor, with respect to asbestos-containing materials (each, an “ACM”), consistent with “Guidelines for Controlling Asbestos-Containing Materials in Buildings” (USEPA, 1985) and any other applicable Environmental Laws, and each such Maintenance Program will remain in effect throughout the Term with respect to each such Facility.  In furtherance of the foregoing, Lessee shall inspect and maintain all ACMs on a regular basis and ensure that all ACMs shall be maintained in a condition that prevents exposure of residents to ACMs at all times.  Without limiting the generality of the preceding sentence, Lessor may require (i) periodic notices or reports to Lessor in form, substance and at such intervals as Lessor may reasonably specify, (ii) a reasonable amendment to each such Maintenance Program to address changing circumstances, laws or other matters, (iii) at Lessee’s sole expense (provided, that Lessee shall not be required to pay for the same more than one (1) time in any twelve (12) month period unless an Event of Default shall have occurred and is then continuing), reasonable supplemental examination of the Leased Property by consultants specified by Lessor, and (iv) reasonable variation of any such Maintenance Program in response to the reports provided by any such consultants.


 


9.5          Ongoing Capital Projects.


 


9.5.1       Without in any way limiting Lessee’s obligations under this Article IX (including Section 9.3 hereof), Lessee shall expend during each Lease Year, no less than the Annual Minimum Capital Project Amount for Capital Projects.  Such Capital Projects shall be performed and completed in compliance with the applicable provisions of this Lease, including Article X.  Lessee shall furnish to Lessor: (i) not later than thirty (30) days prior to each Lease Year, a report, for Lessor’s approval (not to be unreasonably withheld), of Capital Projects planned for each Facility for the coming Lease Year (such report, “the Annual Capital Project Plan”), which report shall set forth in reasonable detail the plans, specifications and budget for such planned Capital Projects, and (ii) promptly following the expiration of each Lease Year, reasonable documentary evidence as to the completion of all Capital Projects for such Lease


 


33


 






  





  











  








 


Year required pursuant to this Section 9.5, together with the costs thereof.  Lessee shall not commence any Capital Project without Lessor’s prior approval of the Annual Capital Project Plan, which approval shall not be unreasonably withheld, conditioned or delayed.  Following approval of an Annual Capital Project for a Lease Year, if Lessee fails to expend during such Lease Year the applicable Annual Minimum Capital Project Amount for Capital Projects, then Lessee shall promptly deposit with Lessor as a repair and replacement reserve (the “Replacement Reserve”) for Capital Projects, an amount equal to (x) the Annual Minimum Capital Project Amount less (y) the sum of (i) the amounts expended by Lessee during such Lease Year on account of Capital Projects and (ii) the Annual Minimum Capital Project Amount Overage, and, so long as Lessee otherwise maintains the Facilities in the condition required by this Lease, once such deposit has been made Lessee shall not be deemed to be in default of its obligations under this Section 9.5 for Lessee’s failure to expend during such Lease Year the applicable Annual Minimum Capital Project Amount for Capital Projects.  For the avoidance of doubt, the Annual Minimum Capital Project Amount expenditure is in addition to the Planned Capital Refurbishment Project Amount expenditure.


 


9.5.2


 


(a)           So long as no Event of Default or event or circumstance which with notice or passage of time, or both, would constitute an Event of Default hereunder has occurred, if (i) the Replacement Reserve has been established and (ii) Lessee expends in any Lease Year an amount in excess of the applicable Annual Minimum Capital Project Amount for Capital Projects, Lessor shall, to the extent funds are available for such purpose in such Replacement Reserve, disburse to Lessee the Capital Project Costs incurred and paid by Lessee during such Lease Year in performing such Capital Projects in excess of the applicable Annual Minimum Capital Project Amount for such Lease Year.


 


(b)           Any such disbursement from the Replacement Reserve shall be paid by Lessor to Lessee within fifteen (15) days following:  (i) receipt by Lessor of a written request from Lessee for disbursement from the Replacement Reserve; and (ii) receipt by Lessor of an Officer’s Certificate certifying that (1) the applicable item of Capital Project has been completed and verifying the cost paid or incurred by Lessee for such item of Capital Project (together with such additional evidence of the completion thereof and payment therefor as Lessor may reasonably request), (2) Lessee has received lien waivers from all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens with respect to not less than eighty-five percent (85%) of the work related to such  applicable item of Capital Project, and (3) Lessee has expended in the applicable Lease Year an amount in excess of the applicable Annual Minimum Capital Project Amount for Capital Projects.  Lessor shall not be required to make advances from the Replacement Reserve more frequently than once in any thirty (30) day period.


 


9.5.3       No funds in the Replacement Reserve shall be (or be deemed to be) escrow or trust funds, but, all funds delivered by Lessee pursuant to this Section 9.5 shall be held by Lessor in a segregated, interest-bearing account designated and controlled by Lessor.  Lessee shall be entitled to have interest earned on funds deposited into the Replacement Reserve established pursuant to this Section 9.5 (but Lessor shall have no obligation to provide any specified rate of return and shall have no liability to Lessee with respect to the amount of any


 


34


 






  





  











  








 


such interest earned on such deposits).  The Replacement Reserves are solely for the protection of Lessor and the Leased Property of the Facilities and entail no responsibility on Lessor’s part beyond the payment of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms of this Section 9.5 and beyond the allowing of due credit for the sums actually received. Upon assignment of this Lease by Lessor, any funds in the Replacement Reserve shall be turned over to the assignee and any responsibility of Lessor, as assignor, with respect thereto shall terminate.  The amounts deposited by Lessee with Lessor in the Replacement Reserve may also be assigned as security in connection with a Facility, provided that the right to use or apply any funds on deposit in a Replacement Reserve shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee.


 


9.5.4       If any funds remain in the Replacement Reserve upon the expiration or earlier termination of this Lease (other than as a result of the purchase of the Leased Property of a Facility by Lessee, in which case a pro rated amount of such funds as determined by the number of units in such Facility in the Replacement Reserve shall be remitted by Lessor to Lessee upon the closing of such purchase or offset against the purchase price payable by Lessee for the Leased Property of such Facility), then the funds held in such Replacement Reserve shall be paid over to Lessor as an Additional Charge and Rent under this Lease for purposes of making necessary repairs to such Facilities and shall be in addition to Minimum Rent and all other Additional Charges payable hereunder.


 


9.6          Intentionally Omitted.


 


9.7          Inspections; Due Diligence Fee.


 


(a)           Without limiting Lessor’s rights pursuant to Section 26.1 hereof, at any reasonable time during the Term during normal business hours and on reasonable advance notice, and upon the expiration or any earlier termination of this Lease, Lessor and its agents shall have the right to inspect the Leased Property of any Facility and all systems contained therein to determine Lessee’s compliance with its obligations under this Lease.  In connection with any such inspection, Lessor shall endeavor to mitigate any interference with normal operations at the Facility.


 


(b)           Upon the occurrence and during the continuation of an Event of Default, Lessee shall reimburse to Lessor, as an Additional Charge under this Lease, all reasonable out-of-pocket costs and expenses incurred by Lessor in connection with an any inspection of the Leased Property of any Facility performed by Lessor as provided for in paragraph (a) above promptly following Lessee’s receipt of Lessor’s invoice therefor.  All other inspections pursuant to paragraph (a) above shall be at Lessor’s sole cost and expense.


 


(c)           No inspection by Lessor or failure by Lessor following an inspection to discover any non-compliance by Lessee with respect to Lessee’s obligations under this Lease shall be deemed or construed to estop Lessor or to be a waiver by Lessor from requiring full compliance by Lessee of Lessee’s obligations hereunder.


 


35


 






  





  











  








 


9.8          Initial Capital Projects.


 


9.8.1       Nature of Planned Capital Refurbishment Projects.  Lessor (which term shall, for purposes of this Section 9.8, include any Affiliate which is leasing any Other Purchase Agreement Facility to Lessee) and Lessee acknowledge and agree that the Facilities and the Other Purchase Agreement Facilities are currently in need of capital refurbishments/replacements for which Lessee is providing funding in accordance with Section 9.8.2 (each, a “Planned Capital Refurbishment Project”).


 


9.8.2       Funding of Planned Capital Refurbishment Projects Generally.


 


9.8.2.1    Without in any way limiting Lessee’s obligations under this Article IX or Article X, Lessee shall be solely responsible for funding, at no expense to Lessor and in addition to Lessee’s obligation to fund the Annual Minimum Capital Project Amount, not less than Thirty Million Dollars ($30,000,000) (the “Planned Capital Refurbishment Project Amount”) in the aggregate in order to pay the Costs of the Planned Capital Refurbishment Projects.  On or prior to January 15, 2013, Lessee shall deliver to Lessor for its approval, which shall not be unreasonably withheld, delayed or conditioned, a schedule setting forth in reasonable detail the Planned Capital Refurbishment Projects proposed to be performed by Lessee (the “Planned Capital Refurbishment Project Schedule”).  Promptly following the expiration of each Lease Year until such projects are completed, Lessee shall furnish to Lessor (x) reasonable documentary evidence as to the status of each Planned Capital Refurbishment Project, and the Costs of the Planned Capital Refurbishment Projects paid by Lessee, as of the last day of such Lease Year and (y) any revisions to the Planned Capital Refurbishment Project Schedule that are being proposed by Lessee for Lessor’s approval, which approval shall not be unreasonably withheld, delayed or conditioned.  If Lessee fails to expend Fifteen Million Dollars ($15,000,000) (i.e., fifty percent (50%) of the Planned Capital Refurbishment Project Amount) on Costs of the Planned Capital Refurbishment Projects during the first Lease Year, then Lessee shall deposit with Lessor promptly following the expiration of the first Lease Year, as a repair and replacement reserve for Planned Capital Refurbishment Projects (a “Planned Capital Refurbishment Project Reserve”), an amount equal to (a) Fifteen Million Dollars ($15,000,000) less (b) the Costs of the Planned Capital Refurbishment Projects previously paid by Lessee (such amount, the “Year 1 Planned Capital Refurbishment Reserve Shortfall”); provided, however, that if Lessee shall have commenced in accordance with Section 9.8.3 and be diligently prosecuting the work with respect to any Planned Capital Refurbishment Projects at the end of the first Lease Year, (i) Lessee shall have an additional six (6) month period during which to continue to directly fund the Costs of the Planned Capital Refurbishment Projects with respect to such Planned Capital Refurbishment Projects (as estimated in the applicable Project Budgets), (ii) the Year 1 Planned Capital Refurbishment Shortfall required to be deposited into the Planned Capital Refurbishment Project Reserve at the end of the first Lease Year shall be reduced by the aggregate amount of the Costs of the Planned Capital Refurbishment Projects with respect to such Planned Capital Refurbishment Projects (as estimated in the applicable Project Budgets) and (iii) on or before the last day of the six (6) month period described in clause (i) of this sentence, Lessee shall deposit into the Planned Capital Refurbishment Project Reserve the amount described in clause (ii) of this sentence less any Costs of the Planned Capital Refurbishment Projects previously paid by Lessee during such period and not reimbursed in accordance with Section 9.8.2.2.  If Lessee fails to expend Thirty Million Dollars ($30,000,000) in the aggregate on Costs of the Planned Capital Refurbishment Projects during the first and second Lease Years, then Lessee shall deposit into the Planned Capital Refurbishment Project


 


36


 






  





  











  








 


Reserve promptly following the expiration of the second Lease Year, an amount equal to (a) Thirty Million Dollars ($30,000,000) less (b) the Costs of the Planned Capital Refurbishment Projects previously paid by Lessee and not reimbursed in accordance with Section 9.8.2.2 and less, without duplication, (c) amounts previously deposited in the Planned Capital Refurbishment Project Reserve (such amount, the “Year 2 Planned Capital Refurbishment Reserve Shortfall”); provided, however, that if Lessee shall have commenced in accordance with Section 9.8.3 and be diligently prosecuting the work with respect to any Planned Capital Refurbishment Projects at the end of the second Lease Year, (i) Lessee shall have an additional six (6) month period during which to continue to directly fund the Costs of the Planned Capital Refurbishment Projects with respect to such Planned Capital Refurbishment Projects (as estimated in the applicable Project Budgets), (ii) the Year 2 Planned Capital Refurbishment Shortfall required to be deposited into the Planned Capital Refurbishment Project Reserve at the end of second Lease Year shall be reduced by the aggregate amount of the Costs of the Planned Capital Refurbishment Projects with respect to such Planned Capital Refurbishment Projects (as estimated in the applicable Project Budgets) and (iii) on or before the last day of the six (6) month period described in clause (i) of this sentence, Lessee shall deposit into the Planned Capital Refurbishment Project Reserve the amount described in clause (ii) of this sentence less any Costs of the Planned Capital Refurbishment Projects previously paid by Lessee during such period and not reimbursed in accordance with Section 9.8.2.2.  Nothing in this Section 9.8.2.1 shall be deemed to preclude Lessee from depositing with Lessor (and Lessee shall have the right to deposit with Lessor), at any time prior to the dates by which Lessee is obligated to fund portions of the Planned Capital Refurbishment Project Amount, all or any portion of the Planned Capital Refurbishment Project Amount not previously funded by Lessee.


 


9.8.2.2


 


(a)           So long as no Event of Default or event or circumstance which with notice or passage of time, or both, would constitute an Event of Default hereunder has occurred, if (i) a Planned Capital Refurbishment Project Reserve has been established and (ii) Lessee shall have fully funded the Planned Capital Refurbishment Project Amount through the making of a deposit with Lessor for a Planned Capital Refurbishment Project Reserve and, if applicable, payment of Costs of the Planned Capital Refurbishment Projects, Lessor shall, to the extent funds are available for such purpose in any such Planned Capital Refurbishment Project Reserve, disburse to Lessee in accordance with Section 9.8.2.2(b) an amount equal to any Costs of the Planned Capital Refurbishment Projects incurred and paid by Lessee from and after the satisfaction of the condition described in clause (ii) of this sentence and not previously reimbursed in accordance with this Section 9.8.2.2.


 


(b)           Any such disbursement from a Planned Capital Refurbishment Project Reserve shall be paid by Lessor to Lessee within fifteen (15) days following:  (i) receipt by Lessor of a written request from Lessee for disbursement from such Planned Capital Refurbishment Project Reserve; and (ii) receipt by Lessor of an Officer’s Certificate certifying that (1) the applicable item of Planned Capital Refurbishment Project has been completed and verifying the cost paid or incurred by Lessee for such item (together with such additional evidence of the completion thereof and payment therefor as Lessor may reasonably request), (2) Lessee has received lien waivers from all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens with respect to not less than


 


37


 


 


eighty-five percent (85%) of the work related to such item, and (3) Lessee has fully funded the Planned Capital Refurbishment Project Amount through the making of a deposit with Lessor for a Planned Capital Refurbishment Project Reserve and payment of Costs of the Planned Capital Refurbishment Projects.  Lessor shall not be required to make advances from the Planned Capital Refurbishment Project Reserve(s) more frequently than once in any thirty (30) day period.


 


9.8.2.3    No funds in a Planned Capital Refurbishment Project Reserve shall be (or be deemed to be) escrow or trust funds, but all funds delivered by Lessee pursuant to the last sentence of Section 9.8.2.1 shall be held by Lessor in a segregated, interest-bearing account designated and controlled by Lessor.  Lessee shall be entitled to have interest earned on funds deposited into such Planned Capital Refurbishment Project Reserve established pursuant to this Section 9.8.2 (but Lessor shall have no obligation to provide any specified rate of return and shall have no liability to Lessee with respect to the amount of any such interest earned on such deposits).  The Planned Capital Refurbishment Project Reserves are solely for the protection of Lessor, the Leased Property and the Other Purchase Agreement Facilities and entail no responsibility on Lessor’s part beyond the timely payment of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms of Section 9.8.2.2 and beyond the allowing of due credit for the sums actually received.  Upon assignment of this Lease and the leases demising the Other Purchase Agreement Facilities by Lessor, any funds in the Planned Capital Refurbishment Project Reserves shall be turned over to the assignee and any responsibility of Lessor, as assignor, with respect thereto shall terminate.  The amounts deposited by Lessee with Lessor in any Planned Capital Refurbishment Project Reserve may also be assigned as security in connection with a Facility or Other Purchase Agreement Facility, provided that the right to use or apply any funds on deposit in a Planned Capital Refurbishment Project Reserve shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee (as defined herein and in each lease demising any Other Purchase Agreement Facilities).


 


9.8.2.4    If any funds remain in a Planned Capital Refurbishment Project Reserve upon the expiration or earlier termination of this Lease or any lease demising any Other Purchase Agreement Facilities (other than as a result of the purchase of a Facility or Other Purchase Agreement Facility by Lessee, in which case a pro rated amount of such funds as determined by the number of units in such Facility or Other Purchase Agreement Facility in the Planned Capital Refurbishment Project Reserve(s) shall be remitted by Lessor to Lessee upon the closing of such purchase or offset against the purchase price payable by Lessee for such Facility or Other Purchase Agreement Facility), then the funds held in such Planned Capital Refurbishment Project Reserve shall be paid over to Lessor as an Additional Charge and Rent under this Lease and any lease demising any Other Purchase Agreement Facilities and shall be in addition to Minimum Rent and all other Additional Charges (as such terms are defined herein and in each lease demising any Other Purchase Agreement Facilities) payable hereunder and thereunder.


 


9.8.3       Certain Approvals (Plans and Specifications, Project Budget(s), Etc).  Prior to commencing any work relating to any Planned Capital Refurbishment Project for any Facility or Other Purchase Agreement Facility, Lessee shall provide Lessor with the following, each of which shall be subject to Lessor’s reasonable approval: (a) reasonably detailed


 


38


 






  





  











  








 


plans and specifications for the work to be performed in connection with such Planned Capital Refurbishment Project for such Facility or Other Purchase Agreement Facility (with respect to each Facility or Other Purchase Agreement Facility, the “Plans and Specifications”); (b) a reasonably detailed final budget, which budget shall also provide a reasonably detailed cost breakdown of all construction costs (with respect to each Facility or Other Purchase Agreement Facility, the “Project Budget”); (c) any other reasonably detailed budget information as Lessor may reasonably request from Lessee; (d) if and when necessary for the Planned Capital Refurbishment Project for such Facility or Other Purchase Agreement Facility, copies of all building permits and other authorizations from any applicable governmental authorities with jurisdiction required in connection with such Planned Capital Refurbishment Project for such Facility or Other Purchase Agreement Facility; and (e) evidence that Lessee has filed, recorded or posted a notice of non-responsibility in favor of Lessor in connection with such Planned Capital Refurbishment Project for such Facility or Other Purchase Agreement Facility.  In addition, Lessee shall comply with the provisions of Section 10.2 with respect any Planned Capital Refurbishment Project in the same manner as if such Planned Capital Refurbishment Project were an Alteration.


 


9.8.4       Additional Covenants and Obligations of Lessee Relating to Planned Capital Refurbishment Project(s).  With respect to each Planned Capital Refurbishment Project for a Facility or Other Purchase Agreement Facility, Lessee covenants and agrees as follows:


 


9.8.4.1    Lessee shall be responsible to arrange, supervise, coordinate and carry out all services necessary for the construction, performance and completion of each Planned Capital Refurbishment Project for a Facility or Other Purchase Agreement Facility in accordance with the Plans and Specifications therefor and this Lease, and Lessee undertakes and accepts such responsibility with the understanding that the Costs of the Planned Capital Refurbishment Project are the sole responsibility of Lessee.


 


9.8.4.2    From and after commencement of construction and/or performance of such Planned Capital Refurbishment Project, Lessee shall diligently prosecute the same, including punch list items, to completion in accordance with the terms of this Lease (and any leases demising any Other Purchase Agreement Facilities) and the Plans and Specifications therefor, subject to delays in the event of the occurrence of any of the events described in Section 45.1.6.


 


9.8.4.3    Construction/performance of such Planned Capital Refurbishment Project shall be prosecuted by Lessee in accordance with the Plans and Specifications therefor in a good and workmanlike manner and in accordance with sound building and engineering practices and all applicable Legal Requirements and all restrictive covenants affecting any Facility or Other Purchase Agreement Facility. All materials, fixtures or articles used in the construction/performance of such Planned Capital Refurbishment Project, or to be used in the operation thereof shall be substantially in accordance with the Plans and Specifications therefor as approved by Lessor.


 


9.8.4.4    If reasonably requested by Lessor upon completion of any Planned Capital Refurbishment Project at a Facility or Other Purchase Agreement Facility based upon the


 


39


 






  





  











  








 


nature of such Planned Capital Refurbishment Project, Lessee shall deliver to Lessor an “as-built” set of Plans and Specifications and an ALTA “as-built” survey for such Facility or Other Purchase Agreement Facility.


 


9.8.5       No Duplication.  For avoidance of doubt, Lessee shall be required to comply with the obligations of Lessee contained in this Section 9.8 both under this Section 9.8 and under the corresponding provisions of any lease demising Other Purchase Agreement Facilities, but such obligations of Lessee under this Lease and the lessees under such other leases shall be without duplication, and in no event shall such obligations of Lessee and such lessees to spend the Planned Capital Refurbishment Project Amount (as defined herein and in such other leases) exceed Thirty Million Dollars ($30,000,000) in the aggregate.


 


ARTICLE X.


 


10.1        Construction of Alterations.  Except with respect to the pre-existing alterations projects (the “Pre-Existing Projects”) identified on Schedule 10.1 hereto (with respect to each of which the requirements of this Section 10.1 shall not apply), without the prior written consent of Lessor, which consent shall not be unreasonably conditioned, withheld or delayed to the extent that the Alteration satisfies the Minimum Alteration Standards (as defined below), Lessee shall not (a) make any material Capital Additions or structural Alterations, (b) materially enlarge or reduce the size of any Facility or otherwise materially alter or affect (other than replacement thereof) any main Facility systems, including any main plumbing, electrical or heating, ventilating and air conditioning systems of any Facility and/or (c) make any Capital Additions or other Alterations which would tie in or connect with any improvements on property adjacent to the Land other than with respect to easements over such adjacent property entered into in accordance with the terms of this Lease (those Alterations described in clauses (a), (b) or (c) above, collectively, the “Material Alterations”).  Lessee may, without Lessor’s prior written consent, make any Alterations if such Alterations are not Material Alterations, so long as in each case:  (i) the same would not be reasonably expected to (A) decrease the value of the Leased Property, (B) materially affect the exterior appearance of any Facility, or (C) adversely affect the structural components of any Leased Improvements or the main electrical, mechanical, plumbing or ventilating and air conditioning systems for any Facility, (ii) the same are consistent in terms of style, quality and workmanship to the original Leased Improvements in all material respects (such requirements in the foregoing clauses (i) and (ii), the “Minimum Alteration Standards”), and (iii) the cost thereof does not exceed Three Hundred Thousand Dollars ($300,000) with respect to any single project at a Facility.  Any other Alterations (i.e., other than Pre-Existing Projects, Material Alterations, and other than Alterations which meet the foregoing requirements of clauses (i), (ii) and (iii) above) shall be subject to Lessor’s prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed to the extent that the Alterations satisfy the Minimum Alteration Standards.  Notwithstanding the foregoing, Lessor agrees that painting, landscaping, replacements of floor, wall and window coverings and minor furniture replacements (the foregoing, collectively, “Cosmetic Alterations”) shall be deemed Alterations which do not require Lessor’s consent, regardless of the cost thereof, so long as the same meet the Minimum Alteration Standards.  Any request by Lessee for Lessor’s consent to an Alteration requiring such consent hereunder shall be accompanied by a copy of the proposed plans and specifications and budget therefor, each of which shall be reasonably detailed and shall be subject to Lessor’s approval prior to commencement of the work.  In addition, any request


 


40


 






  





  











  








 


made by Lessee prior to the fifth Lease Year for Lessor’s consent to a material Capital Addition to a Non-Stable Facility (any such Capital Addition, a “Major Capital Project”) shall be accompanied by a written description of a proposed methodology for adjusting the Fair Market Rental of such Non-Stable Facility for purposes of Section 3.1.3, which methodology shall be subject to Lessor’s reasonable approval.


 


10.2        Construction Requirements for all Alterations.


 


10.2.1     Except with respect to the Pre-Existing Projects and except as expressly set forth below, for all Alterations and Capital Projects other than Cosmetic Alterations, the cost of which is Three Hundred Thousand Dollars ($300,000) or more per project, the following requirements shall apply (except to the extent Lessor reasonably determines that, because of the nature or extent of the Alteration, any such requirement is not applicable) Lessee shall (i) obtain and maintain the insurance required pursuant to Section 10.2.4 below, and (ii) not less than ten (10) Business Days prior to the commencement of construction for such Alteration, furnish to Lessor (x) a notice of non-responsibility with respect to such construction in form acceptable for recording in the Official Records of the County in which the Leased Property is located and (y) an Officer’s Certificate certifying that:


 


(a)           Lessee shall cause such notice of non-responsibility to be recorded and posted in a conspicuous place on the Leased Property in conformance with all legal requirements applicable to such notices prior to commencement of any construction;


 


(b)           Lessee shall have procured and paid for all municipal and other governmental permits and authorizations required therefor, provided that Lessor shall join in the application for such permits or authorizations whenever such action is necessary; provided, however, that (i) any such joinder shall be at no cost or expense to Lessor; and (ii) any plans required to be filed in connection with any such application which require the approval of Lessor as hereinabove provided shall have been so approved by Lessor;


 


(c)           Such construction shall not impair the structural strength of any component of the applicable Facility or overburden the electrical, water, plumbing, HVAC or other building systems of any such component;


 


(d)           Such construction shall, when completed, be of such a character as not to decrease the value of the Leased Property as it was immediately before such Capital Addition;


 


(e)           All work done in connection with such construction shall be done in a good and workmanlike manner and in conformity with all Legal Requirements; and


 


(f)            That if by reason of the construction thereof, a new Certificate of Occupancy for any component of such Facility is required, Lessee will obtain the same promptly upon completion thereof and furnish a copy thereof to Lessor upon request.


 


10.2.2     Except with respect to Pre-Existing Projects, for all Material Alterations and other Alterations of the Leased Property, the cost of which is One Million Dollars ($1,000,000) or more per project, in addition to delivery of an Officer’s Certificate with


 


41


 






  





  











  








 


respect thereto as required by Section 10.2.1 above, Lessee shall comply with the requirements of Sections 10.2.4 and 10.2.5 (if applicable) below and the following additional requirements (except to the extent Lessor reasonably determines that, because of the nature or extent of the Alteration, any such requirement is not applicable):


 


(a)           Lessor shall deliver to Lessee a notice of non-responsibility with respect to such construction in form acceptable for recording in the Official Records of the County in which the Leased Property is located and Lessee shall cause such notice of non-responsibility to be recorded and posted in a conspicuous place on the Leased Property in conformance with all legal requirements applicable to such notices prior to commencement of any construction;


 


(b)           Such construction shall not commence until Lessee shall have procured and paid for all municipal and other governmental permits and authorizations required therefor, and Lessor shall join in the application for such permits or authorizations whenever such action is necessary; provided, however, that (i) any such joinder shall be at no cost or expense to Lessor; and (ii) any plans required to be filed in connection with any such application which require the approval of Lessor as hereinabove provided shall have been so approved by Lessor;


 


(c)           Such construction shall not, and, for any Alteration requiring Lessor’s approval hereunder, Lessee’s licensed architect or engineer shall certify to Lessor that such construction shall not, impair the structural strength of any component of the applicable Facility or overburden the electrical, water, plumbing, HVAC or other building systems of any such component;


 


(d)           Lessee’s licensed architect or engineer shall certify to Lessor that the detailed plans and specifications conform to and comply in all material respects with all Insurance Requirements and all applicable building, subdivision and zoning codes, laws, ordinances, regulations and other Legal Requirements imposed by all Governmental Authorities having jurisdiction over the Leased Property;


 


(e)           There shall be no material changes in the plans and specifications for such construction from those approved by Lessor, if applicable, without first obtaining the prior written approval of Lessor with respect to such changes, which approval shall not be unreasonably withheld conditioned or delayed;


 


(f)            Such construction shall, when completed, be of such a character as not to decrease the value of the Leased Property as it was immediately before such Capital Addition;


 


(g)           During and following completion of such construction, the parking which is located in the applicable Facility or on the Land relating to such Facility shall remain adequate for the operation of such Facility for its Primary Intended Use and in no event shall such parking be less than that which was or is required by law or which was located in such Facility or on the Land relating to such Facility prior to such construction; provided, however, with Lessor’s prior consent, not to be unreasonably withheld, conditioned or delayed to the


 


42


 






  





  











  








 


extent the alterations satisfy the Minimum Alterations Standard and at no additional expense to Lessor, (i) to the extent additional parking is not already a part of a Capital Addition, Lessee may construct additional parking on the Land relating to such Facility; or (ii) Lessee may acquire off-site parking to serve such Facility as long as such parking shall be dedicated to, or otherwise made available to serve, such Facility;


 


(h)           All work done in connection with such construction shall be done in a good and workmanlike manner and in conformity with all Legal Requirements;


 


(i)            Promptly following the completion of such construction, Lessee shall deliver to Lessor “as built” drawings of such addition, certified as accurate by the licensed architect or engineer selected by Lessee to supervise such work; and


 


(j)            If by reason of the construction thereof, a new or revised Certificate of Occupancy for any component of such Facility is required, Lessee shall obtain and furnish a copy of the same to Lessor promptly upon completion thereof.


 


10.2.3     As it relates solely to the construction of Pre-Existing Projects, Lessee shall, at the completion of any Pre-Existing Project provide Lessor with an Officer’s Certificate certifying that:


 


(a)           Such construction shall not impair the structural strength of any component of the applicable Facility or overburden the electrical, water, plumbing, HVAC or other building systems of any such component;


 


(b)           Such construction shall, when completed, be of such a character as not to decrease the value of the Leased Property as it was immediately before such Pre-Existing Project;


 


(c)           All work done in connection with such construction shall be done in a good and workmanlike manner and in conformity with all Legal Requirements; and


 


(d)           That if by reason of the construction thereof, a new Certificate of Occupancy for any component of such Facility is required, Lessee will obtain the same promptly upon completion thereof and promptly furnish a copy thereof to Lessor.


 


10.2.4     To the extent not already maintained or covered by Lessee pursuant to Article XIII hereof, Lessee shall at all times maintain or cause to be maintained the following insurance during such construction of any alterations other than Cosmetic Alterations (including through the date of completion of any punch list items relating thereto):  Builder’s risk insurance covering such construction, in a face amount of not less than the full insurable value thereof and materials supplied in connection therewith, with appropriate provisions made to include coverage of materials stored off the Leased Property in an amount not less than the full insurable value of such materials stored off the Leased Property from time to time.


 


All such insurance maintained or caused to be maintained by Lessee pursuant to this Section 10.2.4 shall be on an occurrence (as opposed to claims made) basis and shall name Lessor as an additional insured.  All insurance maintained or caused to be maintained by Lessee


 


43


 






  





  











  








 


pursuant to subsection (i) above shall name Lessee, Lessor and any contractor, jointly, as loss payee; provided, however, that no contractor shall be required to be so named with respect to Pre-Existing Projects.  In addition, all such insurance to be maintained or caused to be maintained by Lessee shall otherwise, to the extent applicable, comply with the provisions of and shall be in addition to the insurance specified in Article XIII hereof.


 


10.2.5     Except with respect to Pre-Existing Projects, with respect to any Alteration the cost of which is in excess of One Million Dollars ($1,000,000) (provided that, with respect to any Planned Capital Refurbishment Project, the applicable portion of the Allocated Project Allowance shall be subtracted from such cost for purposes of this Section 10.2.5), Lessee shall procure or cause to be procured a payment and performance bond naming Lessor as an additional obligee in form and substance and from an institution reasonably satisfactory to Lessor.  The amount of each bond shall be equal to one hundred twenty-five percent (125%) of the estimated construction costs for the performance bond and one hundred percent (100%) of the estimated construction costs for the labor and materials bond.


 


10.2.6     With respect to any consent or approval of, or delivery of information or materials by, Lessor required under Section 9, this Section 10, Section 14 or pursuant to any other provision of this Lease which requires Lessee to obtain Lessor’s consent or approval or requires Lessor to deliver any information or materials to Lessee or any other Person, the failure by Lessor to respond to Lessee’s written request for such required approval or consent (provided that such request also includes all items required to be delivered to Lessor in connection with any such request under the applicable Sections hereof) shall constitute Lessor’s deemed approval of the subject request, provided that (i) any such notice is delivered in accordance with the provisions of Section 33.1 hereof, and (ii) if Lessor has not responded to such request within thirty (30) days (or such other period, if any, as expressly provided for in the applicable Section hereof) after Lessor’s receipt of such initial request and thereafter Lessee delivers a second notice to Lessor including the following legend in bold, fourteen (14) point type at the top of such request:  “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO SECTION        OF THE LEASE.  FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN THE REQUEST BEING DEEMED GRANTED” and Lessor fails to timely respond to such second notice.


 


ARTICLE XI.


 


11.1        Liens.Subject to the provisions of Article XII regarding permitted contests, Lessee will not directly or indirectly create or allow to remain and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property or any Capital Additions or any attachment, levy, claim or encumbrance in respect of the Rent, excluding, however, (i) this Lease; (ii) Permitted Encumbrances; (iii) restrictions, liens and other encumbrances which are consented to in writing by Lessor, or any easements granted pursuant to the provisions of Section 7.3; (iv) liens for Impositions which Lessee is not required to pay hereunder; (v) subleases permitted by Article XXIV; (vi) liens for Impositions not yet delinquent; (vii) liens of mechanics, laborers, materialmen, suppliers or vendors for amounts not yet due; (viii) any liens which are the responsibility of Lessor pursuant to the provisions of Article XXXVI or are otherwise granted by


 


44


 






  





  











  








 


Lessor in breach of the terms of this Lease; and (ix) any judgment liens against Lessor for amounts which are not otherwise the responsibility of Lessee.


 


ARTICLE XII.


 


12.1        Permitted Contests.  Lessee, on its own or in Lessor’s name, at Lessee’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any licensure or certification decision, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim; subject, however, to the further requirement that (i) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Lessor and from the Leased Property or any Capital Additions; (ii) neither the Leased Property nor any Capital Additions, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (iii) in the case of a Legal Requirement, neither Lessor nor Lessee would be in any danger of criminal liability for failure to comply therewith pending the outcome of such proceedings and Lessor would not be in danger of civil liability for any such failure; (iv) in the case of a Legal Requirement, Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be required by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the Leased Property or any Capital Additions or the Rent by reason of such nonpayment or noncompliance; and (v) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; provided however, that Lessee shall provide Lessor with prior written notice of any such contest if such contest relates to (a) a material claim against real property, (b) any matter that could, if adversely determined,  reasonably be expected to result in a denial, suspension, revocation or loss of license or certification for any Facility, or (c) in addition to (and not in limitation of) the foregoing (a) and (b), any matter that could reasonably be expected to have a material adverse effect on Lessee’s Primary Intended Use of the subject Facility.  If any such contest is finally resolved against Lessor or Lessee, Lessee shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement.  Lessor, at Lessee’s expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein.  The provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent or any other amount payable by Lessee to Lessor hereunder.  Lessee shall indemnify, defend, protect and save Lessor and its Affiliates harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor or any of its Affiliates in connection with any such contest and any loss resulting therefrom.


 


ARTICLE XIII.


 


13.1        General Insurance Requirements.  Lessee shall, at all times during the Term, keep or cause to be kept the Leased Property, the Capital Additions and the Personal Property, insured with the kinds and amounts of insurance described below:


 


45


 






  





  











  








 


13.1.1     With respect to the Leased Properties, comprehensive all risk insurance, including the perils of wind, earthquake and flood on the Leased Property, the Capital Additions and the Personal Property:  (A) on a “Replacement Cost” basis, which for purposes of this Lease shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation; (B) containing an agreed amount endorsement with respect to the Leased and Personal Property waiving all co-insurance provisions; (C) containing an “Ordinance or Law Coverage” endorsement if any of the Leased Improvements or the use of any Leased Property covering the increased cost of construction, demolition cost, value of the undamaged portion of the structure and any increased time to rebuild due to the enforcement of building or zoning laws or requirements following a covered loss to any one of the Leased Properties; (D) with deductibles as may be reasonably approved by Lessor and not more than five percent (5%) of the insurable value of the Leased Property and Capital Additions; and (E) with limits for windstorm and earthquake of not less than the projected post-deductible loss for the two hundred fifty (250) year return period as calculated using the latest version of either the RMS (Risk Management Solutions) or AIR (AIR Worldwide) modeling software.


 


13.1.2     With respect to the Leased Properties, a commercial general liability and professional liability policy (including all professional health care services, including, nurses and medical directors) against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Leased Properties, all of which insurance: (A) can be on the “claims made” form (provided, however, that if the policy has a claims-made coverage trigger, the retroactive date shall always be no later than the most recent of Commencement Date or the date that is five (5) years prior to the policy inception date, and if claims-made coverage is maintained, Lessee shall either maintain such claims-made coverage for two years after the end of the Lease period or purchase a two (2) year extended reporting period under the policy in force at the end of the lease), and (B) shall have limits of not less than Six Million Dollars ($6,000,000) per occurrence and Eight Million Dollars ($8,000,000) in the aggregate (including excess liability policies), with a self-insured retention or captive retention as may be reasonably approved by Lessor.  It is agreed that a captive insurer may issue insurance policies (Fronting Policies) to meet the requirements under this section to the extent that such captive is fully reinsured by insurers or reinsurers with a rating of “A- VIII” or better in the most recent version of Best’s Key Rating and that Lessee furnishes evidence of such reinsurance as requested.  Lessee shall provide a copy of the audited financial statements of the captive upon request of Lessor.  If the captive’s policyholder surplus drops below Four Million Dollars ($4,000,000) or Lessor, in its reasonable judgment, has concerns about the captive’s solvency, it may terminate Lessee’s right to have the captive issue Fronting Policies.


 


13.1.3     Business income insurance on an actual loss sustained basis for the period of restoration, (A) covering all risks required to be covered by the insurance provided for in Sections 13.1.1 and 13.1.2 above, as applicable; (B) in an amount equal to the actual loss sustained of the projected net pre-tax income and continuing expenses, including rent, from each Leased Property for a period of twelve (12) months from the date of any such actual casualty and notwithstanding that the policy may expire at the end of such period; and (C) including an extended period of indemnity of not less than one hundred eighty (180) days.  The amount of such business income insurance shall be determined prior to the Commencement Date and at


 


46


 






  





  











  








 


least once each Lease Year thereafter based on Lessee’s reasonable estimate of the Gross Revenue for each Facility for the succeeding twelve (12) month period.


 


13.1.4     A program of worker’s compensation insurance or self-insurance or non-subscription, with respect to any employees of Lessee which meets all Legal Requirements for employers regarding worker’s compensation exposures in each of the States in which Lessee operates.  Should Lessee become a non-subscriber in any State, Lessee shall maintain an employer indemnity/occupational injury policy for such State with limits of not less than Five Million Dollars ($5,000,000) per employee and Ten Million Dollars ($10,000,000) per occurrence.


 


13.1.5     Comprehensive boiler and machinery insurance, if applicable, in amounts as shall be reasonably required by Lessor on terms consistent with the commercial property insurance required under Sections 13.1.1 above.


 


13.1.6     Motor vehicle liability coverage for all owned and non-owned vehicles used at any Leased Property, including rented and leased vehicles in amounts not less than Fifteen Million Dollars ($15,000,000) (including any excess liability policies) per accident for bodily injury or property damage.


 


13.1.7     Flood insurance under a National Flood Insurance Program policy (or equivalent program) for any portion of the Leased Property that is located in the one hundred (100) year flood plain as and to the extent required by any applicable Facility Mortgagee or leasehold mortgagee.


 


13.1.8     Upon ninety (90) days’ notice, such other insurance or in such amounts as Lessor or any Facility Mortgagee from time to time may reasonably request with respect to any Facility or Facilities against such other insurable hazards which at the time are commonly insured against for property similar to such Facility or Facilities located in or around the region in which such Facility or Facilities are located.


 


13.2        Insurance Policies.  All insurance provided for pursuant to this Article XIII shall be obtained under valid and enforceable policies (each, a “Policy” and collectively, the “Policies”). With the exception of Lessee’s captive insurance (to the extent Lessee is permitted to utilize the same pursuant to Section 13.1 hereof), the Policies shall be issued by financially sound and reputable insurance companies authorized to do business in the State and having a rating of “A- VIII” or better in the most recent version of Best’s Key Rating Guide.  Any of the insurance coverages required hereunder may be provided by a blanket Policy, provided, that any such blanket Policy shall otherwise provide the same protection as would a separate Policy insuring the Property in compliance with the provisions of this Lease. With the exception of loss caused by perils which are subject to annual aggregate limits as contained in the policy, any loss under the appropriate Policy shall not reduce the limit of said Policy.  All liability type policies must name Lessor (and its directors, officers, employees and agents) and Facility Mortgagee, if any, as an “additional insured.”  All property, flood, boiler & machinery, loss of rental and business interruption type policies shall name Lessor and any Facility Mortgagee, to the extent required, as an “additional insured.”  All insurance maintained be Lessee shall be primary and non-contributory to any insurance maintained by Lessor.


 


47


 


 


13.3        Evidence of Insurance.  Evidence of insurance with respect to each Facility shall be deposited with Lessor on or prior to the Commencement Date of this Lease with respect to such Facility and prior to renewal of any required coverages.  Evidence of property insurance required in 13.1.1, and 13.1.2 shall be provided on a certificate form no less broad than a ACORD 27 form. Lessee shall also supply Facility Mortgagee(s) with any evidence of insurance they might require.  Lessee shall provide complete copies of any insurance policies that Lessor might reasonably request. If Lessee fails to provide evidence of insurance as required by this Lease, Lessor shall be entitled, but shall have no obligation, to effect such insurance and pay the premiums therefore, in which event the cost thereof, together with interest thereon at the Overdue Rate, shall be repayable to Lessor upon demand.  No cancellation to the required insurance shall take effect prior to Lessor receiving thirty (30) days’ written notice except for cancellation due to non-payment in which event such cancellation shall not take place until notice has been provided to Lessor.  All evidence of insurance shall note the cancellation requirements for the benefit of Lessor.  If Lessee fails to maintain any insurance required pursuant to this Lease, Lessee shall be liable for all losses and costs suffered or incurred by Lessor (including litigation costs and attorneys’ fees and expenses) resulting from such failure.  Failure of Lessor to demand such certificates, endorsements or other evidence of full compliance with the Insurance Requirements of this Lease, or failure of Lessor to identify a deficiency from evidence provided will not be construed as a waiver of Lessee’s obligation to maintain such insurance. Failure of Lessor to demand such certificates, endorsements or other evidence of full compliance with the insurance requirements of this lease or failure of Lessor to identify a deficiency from evidence provided will not be construed as a waiver of the Lessee’s obligation to maintain such insurance.  The acceptance of delivery by Lessor of any certificates, endorsements or other evidence of insurance does not constitute approval or agreement by Lessor that the insurance requirements have been met, that the insurance policies evidenced are in compliance with these requirements, or that the insurance requirements are sufficient to fully protect Lessor from liability.


 


13.4        Waiver of Subrogation.  All insurance policies carried by either party covering the Leased Property and any Capital Additions and Lessee’s Personal Property including contents, employees and liability insurance, shall expressly waive any right of subrogation on the part of the insurer against the other party.  Each party waives any claims it has against the other party to the extent such claim is covered by insurance or a self-insured workers compensation program.


 


ARTICLE XIV.


 


14.1        Insurance Proceeds.  Subject to the rights of any Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), all proceeds payable by reason of any loss or damage to the Leased Property, any Capital Additions or any part(s) or portion(s) thereof under any policy of insurance required to be carried hereunder (the “Insurance Proceeds”) in excess of Five Hundred Thousand Dollars ($500,000) per occurrence (the “Proceeds Threshold”), shall be paid to Lessor and made available by Lessor to Lessee from time to time for the reasonable costs of reconstruction or repair, as the case may be, of any damage to or destruction of the Leased Property, any Capital Additions or any part(s) or portion(s) thereof.  Provided that no Event of Default has occurred and is continuing, Lessee


 


48


 






  





  











  








 


shall be entitled to receive Insurance Proceeds in amounts less than the Proceeds Threshold; provided, however, that Lessor shall be entitled to receive all Insurance Proceeds payable during the last three (3) years of the Term or in respect of any casualty or damage for which the restoration period is reasonably expected to extend beyond the then remaining Term.  Any excess Insurance Proceeds remaining after the completion of the restoration or reconstruction of the Leased Property and any Capital Additions (or in the event neither Lessor nor Lessee is required or elects to repair and restore, all such Insurance Proceeds) shall be retained by Lessor except as otherwise specifically provided below in this Article XIV.  Subject to the rights of any Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), all salvage resulting from any risk covered by insurance shall belong to Lessor.  Any Insurance Proceeds required to be disbursed by Lessor to Lessee hereunder shall be disbursed substantially in accordance with the terms and provisions of Section 9.5.1 hereof relating to disbursements of funds from any Replacement Reserve, subject to such additional terms or conditions to disbursement with which Lessor may, from time to time, reasonably require Lessee to comply.


 


14.2        Insured Casualty.


 


14.2.1     If the Leased Property and/or any Capital Additions of a Facility are damaged or destroyed from a risk covered by insurance carried by Lessee such that such Facility thereby is rendered Unsuitable for its Primary Intended Use, Lessee at its sole option shall either (i) restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property of such Facility from Lessor for a purchase price equal to the greater of (y) the Minimum Purchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to such damage or destruction (less the Fair Market Value immediately prior to such damage or destruction of any Capital Additions constituting a new wing or new story that were paid for by Lessee).  If Lessee shall make such an offer and Lessor does not accept the same within thirty (30) days after Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction or terminate the Lease with respect to such Facility, in which event Lessor shall be entitled to retain the Insurance Proceeds as well as any repair or restoration costs that exceed the Insurance Proceeds and are paid over by Lessee pursuant to Section 14.2.3 below and Minimum Rent hereunder shall be reduced by the amount of the Allocated Minimum Rent for the Facility with respect to which the Lease has terminated.


 


14.2.2     If the Leased Property and/or any Capital Additions of a Facility are damaged from a risk covered by insurance carried by Lessee, but such Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage.  Such damage shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to restore and operate such Facility for its Primary Intended Use, Lessee may offer to purchase the Leased Property of such Facility for a purchase price equal the greater of (y) the Minimum Purchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to


 


49


 






  





  











  








 


such damage or destruction (less the Fair Market Value immediately prior to such damage or destruction of any Capital Additions constituting a new wing or new story that were paid for by Lessee).  If Lessee shall make such offer and Lessor does not accept the same within thirty (30) days after Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction, or terminate the Lease with respect to such Facility, in which event Lessor shall be entitled to retain the Insurance Proceeds and Minimum Rent hereunder shall be reduced by the amount of the Allocated Minimum Rent for the Facility with respect to which the Lease has terminated.


 


14.2.3     If a casualty results in Insurance Proceeds in excess of the Proceeds Threshold and the cost of the repair or restoration exceeds the amount of Insurance Proceeds received by Lessor from the insurance required to be carried hereunder, Lessee shall contribute any excess amounts needed to restore such Facility.  Such difference shall be paid by Lessee to Lessor together with any other Insurance Proceeds (unless the same are not required to be paid to Lessor pursuant to Section 14.1 regarding the Proceeds Threshold), for application to the cost of repair and restoration.


 


14.2.4     If Lessor accepts Lessee’s offer to purchase the Leased Property of a Facility, this Lease shall terminate as to such Facility upon payment of the purchase price and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property of such Facility then held by Lessor.


 


14.3        Uninsured Casualty.  If the Leased Property and/or any Capital Additions of a Facility is/are damaged or destroyed from a risk not covered by insurance carried by Lessee, whether or not such damage or destruction renders such Facility Unsuitable for its Primary Intended Use, Lessee at its expense shall restore the Leased Property and Capital Additions of such Facility to substantially the same condition it was in immediately before such damage or destruction and such damage or destruction shall not terminate this Lease with respect to such Facility or any other Facility.


 


14.4        No Abatement of Rent.  This Lease shall remain in full force and effect and Lessee’s obligation to pay the Rent and all other charges required by this Lease shall remain unabated during the period required for adjusting insurance, satisfying Legal Requirements, repair and restoration.


 


14.5        Waiver.  Lessee waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property and/or any Capital Additions.


 


14.6        Rights of Facility Mortgagees.  Notwithstanding anything herein to the contrary, the provisions of this Article XIV are subject to the rights of the Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee).


 


50


 






  





  











  








 


ARTICLE XV.


 


15.1        Condemnation.


 


15.1.1     Total Taking.  If the Leased Property and any Capital Additions of a Facility are totally and permanently taken by Condemnation, this Lease shall terminate with respect to such Facility as of the day before the Date of Taking for such Facility.


 


15.1.2     Partial Taking.  If a portion of the Leased Property and any Capital Additions of a Facility is taken by Condemnation, this Lease shall remain in effect if the affected Facility is not thereby rendered Unsuitable for Its Primary Intended Use, but if such Facility is thereby rendered Unsuitable for its Primary Intended Use, this Lease shall terminate with respect to such Facility as of the day before the Date of Taking for such Facility, in which event Lessor shall be entitled to receive the Award, if any, and the Minimum Rent due hereunder shall be reduced by the amount of the Allocated Minimum Rent for the Facility as to which the Lease has so terminated.


 


15.1.3     Restoration.  If there is a partial taking of the Leased Property and any Capital Additions of a Facility and this Lease remains in full force and effect pursuant to Section 15.1.2, Lessor shall, subject to the rights of Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), make available to Lessee the portion of the Award necessary and specifically identified or allocated for restoration of such Leased Property and any such Capital Additions and Lessee shall complete all necessary restoration and pay the additional costs thereof if the amount provided or allocated by the Condemnor for restoration is insufficient.


 


15.1.4     Award-Distribution.  The entire Award shall belong to and be paid to Lessor, except that, subject to the rights of the Facility Mortgagees, Lessee shall be entitled to receive from the Award, if and to the extent such Award specifically includes such item, lost profits value and moving expenses, provided, that in any event Lessor shall receive from the Award, subject to the rights of the Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), no less than the greater of the Fair Market Value of the applicable Facility prior to the institution of the Condemnation or the Minimum Purchase Price of the applicable Facility.


 


15.1.5     Temporary Taking.  The taking of the Leased Property, any Capital Additions and/or any part(s) thereof, shall constitute a taking by Condemnation only when the use and occupancy by the taking authority has continued for longer than one hundred eighty (180) consecutive days.  During any shorter period, which shall be a temporary taking, all the provisions of this Lease shall remain in full force and effect and the Award allocable to the Term shall be paid to Lessee.


 


15.1.6     Sale Under Threat of Condemnation.  A sale by Lessor to any Condemnor, either under threat of Condemnation or while Condemnation proceedings are pending, shall be deemed a Condemnation for purposes of this Lease.  Lessor may, without any obligation to Lessee, agree to sell and/or convey to any Condemnor all or any portion of the Leased Property free from this Lease and the rights of Lessee hereunder without first requiring that any action or proceeding be instituted or pursued to judgment.  Notwithstanding the foregoing, Lessor agrees that if Lessee notifies Lessor in writing of Lessee’s intent to contest (in


 


51


 






  





  











  








 


accordance with Article XII) any such Condemnation proceeding, Lessor shall not sell and/or convey to any Condemnor all or any portion of the Leased Property prior to any such contested action or proceeding being finally resolved or abandoned by Lessee.


 


15.1.7     Rights of Facility Mortgagees.  Notwithstanding anything herein to the contrary, the provisions of this Article XV are subject to the rights of the Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee).


 


ARTICLE XVI.


 


16.1        Events of Default.  Any one or more of the following shall constitute an “Event of Default”:


 


(a)           intentionally omitted;


 


(b)           Lessee shall fail to pay any installment of Minimum Rent when the same becomes due and payable and such failure is not cured by Lessee within a period of five (5) Business Days after notice thereof from Lessor; provided, however, that such notice shall be in lieu of and not in addition to any notice required under applicable law;


 


(c)           Lessee shall fail to pay any Additional Charges when the same becomes due and payable and such failure is not cured by Lessee within a period of ten (10) Business Days after notice thereof from Lessor;


 


(d)           Lessee fails to pay Impositions with relating to real estate taxes prior to the same becoming delinquent, provided that it shall not be an Event of Default hereunder if (i) Lessee pays the amounts then due with respect to such real estate taxes (including any penalties or late charges) within a period of ten (10) Business Days after the same becoming delinquent, or (ii) an impound account shall have been established pursuant to Section 4.4.1 hereof and Lessor fails to apply funds on deposit in such account to pay such Impositions relating to real estate taxes;


 


(e)           Lessee fails to pay insurance premiums on or before the date due to ensure continued coverage under all policies required to be maintained under this Lease, provided that it shall not be an Event of Default hereunder if an impound account shall have been established pursuant to Section 4.4.2 hereof and Lessor fails to apply funds on deposit in such account to pay such insurance premiums;


 


(f)            except as otherwise specifically provided for in this Section 16.1, if Lessee shall fail to observe or perform any other term, covenant or condition of this Lease and such failure is not cured by Lessee within forty-five (45) days after notice thereof from Lessor, unless such failure cannot with due diligence be cured within a period of forty-five (45) days, in which case such failure shall not be deemed to be an Event of Default if Lessee proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such notice shall be in lieu of and not in addition to any notice required under applicable law;


 


52


 






  





  











  








 


(g)           Lessee or any Guarantor shall:


 


(i)            file a petition in bankruptcy or a petition to take advantage of any insolvency act,


 


(ii)           make an assignment for the benefit of its creditors,


 


(iii)          consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or


 


(iv)          file a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof;


 


(h)           Lessee or any Guarantor shall be adjudicated as bankrupt or a court of competent jurisdiction shall enter an order or decree appointing, without the consent of Lessee, a receiver of Lessee or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of Lessee under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof, and such judgment, order or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of the entry thereof;


 


(i)            Lessee or any Guarantor shall be liquidated or dissolved, or shall begin proceedings toward such liquidation or dissolution, or shall, in any manner, permit the sale or divestiture of substantially all of its assets (except to the extent permitted pursuant to Article XXIV hereof);


 


(j)            the estate or interest of Lessee in the Leased Property, any Capital Additions or any part(s) thereof shall be levied upon or attached, in an amount in excess of Five Hundred Thousand Dollars ($500,000) with respect to any one (1) Facility, in any proceeding and the same is not either (i) fully bonded over by Lessee, (ii) being contested by Lessee as permitted by Article XII hereof, or (ii) vacated or discharged within the later of ninety (90) days after commencement thereof or thirty (30) days after receipt by Lessee of notice thereof from Lessor; provided, however, that such notice shall be in lieu of and not in addition to any notice required under applicable law;


 


(k)           any Transfer occurs without Lessor’s consent in accordance with the provisions of Article XXIV;


 


(l)            at any time when a Guaranty is required to be in place pursuant to this Lease, (i) such Guaranty has not been executed and delivered or is otherwise not in full force and effect, (ii) any of the representations or warranties made by Lessee or any Guarantor in the Guaranty or this Lease proves to be untrue when made in any material respect which materially and adversely affects Lessor, or (iii) a material default shall occur under the Guaranty and, in each case, such material default is not cured within any applicable notice and cure period set forth therein;


 


53


 






  





  











  








 


(m)          (x) there is issued any final non-appealable (i) stop placement order against Lessee, or (ii) termination or revocation of a Facility’s applicable license material to such Facility’s operation for its Primary Intended Use, or any termination or revocation of any third-party provider reimbursement agreements (including, without limitation, its certification for participation in the Medicare or Medicaid reimbursement programs) that is not reinstated or replaced within twenty (20) days, or (y) there occurs any termination or revocation that is subject to appeal by Lessee, or any suspension of any such license that results in the subject Facility ceasing operation for a period of more than twenty (20) days at any time;


 


(n)           (i) any local, state or federal agency having jurisdiction over the operation of any Facility removes ten percent (10%) or more of the patients or residents located in such Facility, (ii) any local, state or federal agency having jurisdiction over any Facility reduces the number of licensed units for such Facility from that number set forth under the heading “Facility Description and Primary Intended Use” on Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto (in other than a de minimis amount not to exceed three percent (3%) in the aggregate for each Facility during the Term  and provided that such reductions are need or budget based and not related to any quality of care issues at the Facility or any other matter reasonably within Lessee’s control), (iii) Lessee voluntarily reduces (x) the number of licensed units for any Facility from that number set forth on Exhibit A-1, Exhibit A-2 or Exhibit A-3 attached hereto or (y) the number of residents permitted to occupy any Facility, or (iv) Lessee voluntarily removes from service any licensed units for any Facility, unless (x) such removal from service does not effect a reduction described in clause (iii) above and is otherwise permitted under this Lease (including Section 7.2.2), (y) such unit is removed in order to combine it with another unit to create a larger resident unit or convert it to create space to provide another use (whether the Primary Intended Use of such Facility or any reasonably required office, storage space or ancillary services use incidental to the Primary Intended Use), and (z) the aggregate number of units so removed from any Facility does not exceed the lesser of (A) five percent (5%) of the total number of licensed units for such Facility and (B) four (4);


 


(o)           Subject to Article XII regarding permitted contests, Lessee fails to cure or abate any material violation occurring during the Term that is claimed by any Governmental Authority, or any officer acting on behalf thereof, of any Legal Requirement pertaining to the operation of any Facility, and within the time permitted by such authority for such cure or abatement;


 


(p)           any default and acceleration of any indebtedness of Lessee or Guarantor for borrowed money with an outstanding principal amount of Twenty Five Million Dollars ($25,000,000) has occurred; and


 


(q)           a default beyond any applicable notice, grace or cure period shall occur under any other lease agreement or guaranty, any loan documents or any other material agreement or instrument, now or hereafter with or in favor of Lessor or any Affiliate of Lessor and made by or with Lessee or any Affiliate of Lessee, which default (i) relates to a failure to pay an amount of not less than One Million Dollars ($1,000,000) or (ii) is a material nonmonetary default (including, without limitation, any default that relates to a transfer or non-competition restriction, and/or to an environmental or licensing obligation).


 


54


 






  





  











  








 


16.2        Certain Remedies.  If an Event of Default shall have occurred, Lessor may terminate this Lease with respect to the Facility from which such Event of Default emanated, if any (provided, that any Event of Default that relates to Lessee’s performance hereunder generally and is not limited to circumstances at any specified Facility(ies), expressly including, without limitation, any Event of Default for failure to pay Minimum Rent, may be deemed by Lessor, in its reasonable discretion, to affect all Facilities).  If at any time during the Term, Lessor has terminated this Lease with respect to a number of Facilities equal to seven percent (7%) or more (in the aggregate) of the number of Facilities then subject to this Lease pursuant to the first sentence of this Section 16.2, then if any additional Event(s) of Default shall occur thereafter, Lessor may terminate this Lease with respect to the Facility from which such Event of Default emanated, if any, or, if so elected by Lessor, with respect to all of the Facilities, regardless of the cause of nature of such Event of Default, by giving Lessee notice of such termination and the Term shall terminate and all rights of Lessee under this Lease shall cease with respect to all such Facilities as to which Lessor has elected to so terminate this Lease.  Any such notice of termination may, at Lessor’s option, be given and exercised concurrently with any notice of Event of Default given by Lessor to Lessee hereunder.  In such event, such termination shall be effective immediately upon the occurrence of the Event of Default subject to Legal Requirements, including, without limitation, any requirement that the occupant needs to be the holder of any applicable health care licenses.  In addition to the foregoing, if any Event of Default pursuant to Section 16.1(g) or (h) shall occur, Lessor shall have the immediate right, at its election in its sole discretion, to terminate this Lease with respect to all of the Facilities.  In all such events, Lessor shall have all rights at law and in equity available to Lessor as a result of any Event of Default.  Lessee shall pay as Additional Charges all costs and expenses incurred by or on behalf of Lessor, including reasonable attorneys’ fees and expenses, as a result of any Event of Default hereunder.  If an Event of Default shall have occurred and be continuing, whether or not this Lease has been terminated with respect to any one or more (including all, if so elected by Lessor and permitted in accordance with the terms hereof) of the Facilities pursuant to this Section 16.2, Lessee shall, to the extent permitted by law, if required by Lessor so to do, immediately surrender to Lessor possession of the Leased Property and any Capital Additions of the Facilities as to which Lessor has so elected to terminate this Lease and quit the same and Lessor may enter upon and repossess such Leased Property and such Capital Additions by reasonable force, summary proceedings, ejectment or otherwise, and may remove Lessee and all other Persons and any of Lessee’s Personal Property from such Leased Property and such Capital Additions.


 


16.3        Damages.  (i) The termination of this Lease with respect to any one or more of the Facilities; (ii) the repossession of the Leased Property and any Capital Additions of any Facility; (iii) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property or any portion thereof; (iv) the reletting of all or any portion of the Leased Property; or (v) the failure or inability of Lessor to collect or receive any rentals due upon any such reletting, shall not relieve Lessee of its liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting.  In addition, the termination of this Lease with respect to any one or more of the Facilities shall not relieve Lessee of its liabilities and obligations hereunder with respect to such terminated Facility(ies) that are intended to survive the termination of this Lease, including, without limitation, the obligations set forth in this Section 16.3 and Sections 16.5, 23.1, 37.4 and 45.1.8.  If any such termination occurs, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Facility(ies)


 


55


 






  





  











  








 


terminated to and including the date of such termination.  Thereafter, following any such termination, Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for an Event of Default by Lessee, the sum of:


 


(a)           the worth at the time of award of the unpaid Rent which had been earned at the time of termination with respect to the terminated Facility(ies),


 


(b)           the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination with respect to the terminated Facility(ies) until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided,


 


(c)           the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term for the terminated Facility(ies) after the time of award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided, plus


 


(d)           any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom.


 


As used in clauses (a) and (b) above, the “worth at the time of award” shall be computed by allowing interest at the Overdue Rate.  As used in clause (c) above, the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).


 


Alternatively, if Lessor does not elect to terminate this Lease with respect to any Facility, then Lessee shall pay to Lessor, at Lessor’s option, as and for agreed damages for such Event of Default without termination of Lessee’s right to possession of the Leased Property and any Capital Additions or any portion thereof, each installment of said Rent and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, together with interest at the Overdue Rate from the date when due until paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease.


 


16.4        Receiver.  Upon the occurrence of an Event of Default, and upon commencement of proceedings to enforce the rights of Lessor hereunder, Lessor shall be entitled, as a matter of right, to the appointment of a receiver or receivers acceptable to Lessor of the Leased Property and any Capital Additions of the revenues, earnings, income, products and profits thereof, pending the outcome of such proceedings, with such powers as the court making such appointment shall confer.


 


16.5        Lessee’s Obligation to Purchase.  Upon the occurrence of a Put Event with respect to any Facility or Facilities, Lessor shall be entitled to require Lessee to purchase the Leased Property of such Facility or Facilities on the first Minimum Rent Payment Date occurring not less than thirty (30) days after the date specified in a notice from Lessor requiring such purchase for an amount equal to the greater of (i) the Fair Market Value of such Facility(ies), or (ii) the Minimum Purchase Price of such Facility(ies), plus, in either event, all Rent then due and payable (excluding any portion of the installment of Minimum Rent equal to the Allocated Minimum Rent for such Facility(ies) due on the purchase date) with respect to such Facility(ies).


 


56


 






  





  











  








 


If Lessor exercises such right, Lessor shall convey the Leased Property of such Facility(ies) to Lessee on the date fixed therefor in accordance with the provisions of Article XVIII upon receipt of the purchase price therefor and this Lease shall thereupon terminate with respect to such Facility(ies).  Any purchase by Lessee of the Leased Property of a Facility pursuant to this Section shall be in lieu of the damages specified in Section 16.3 with respect to such Facility.


 


16.6        Waiver.  If Lessor initiates judicial proceedings or if this Lease is terminated by Lessor pursuant to this Article with respect to a Facility, Lessee waives, to the extent permitted by applicable law, (i) any right of redemption, re-entry or repossession; and (ii) the benefit of any laws now or hereafter in force exempting property from liability for rent or for debt.


 


16.7        Application of Funds.  Any payments received by Lessor under any of the provisions of this Lease shall be applied to Lessee’s obligations in the order which Lessor may determine or as may be prescribed by the laws of the applicable State(s).


 


16.8        Intentionally Omitted.


 


16.9        Grant of Security Interest; Appointment of Collateral Agent.  The parties intend that if an Event of Default occurs under this Lease, Lessor will control Lessee’s Personal Property and the Intangible Property (but excluding any of Lessee’s Personal Property or Intangible Property to the extent constituting (i) proprietary information, intellectual property, trademarks or tradenames of any Lessee Party or any Affiliate thereof, or (ii) any systems, software, contracts or other Personal Property of any Lessee Party or Affiliate thereof with respect to assets or facilities of any Lessee Party or Affiliate thereof in addition to the Facilities, collectively, “Lessee’s IP Intangibles”) so that Lessor or its designee or nominee can operate or re-let each Facility intact for its Primary Intended Use.  Accordingly, to implement such intention, and for the purpose of securing the payment and performance obligations of Lessee hereunder, Lessor and Lessee agree as follows:


 


16.9.1     Grant of Security Interest.


 


(a)           Lessee, as debtor, hereby grants to Collateral Agent, as secured party, for the benefit of Lessor, a security interest and an express contractual lien upon all of Lessee’s right, title and interest in and to Lessee’s Personal Property and in and to the Intangible Property (but excluding Lessee’s IP Intangibles) and any and all products, rents, leases (including modification, extension, termination and other rights thereunder), issues, proceeds and profits thereof in which Lessee now owns or hereafter acquires an interest or right, including any leased Lessee’s Personal Property (other than Lessee’s IP Intangibles) (collectively, the “Collateral”).  This Lease constitutes a security agreement covering all such Collateral.  The security interest granted to Collateral Agent with respect to Lessee’s Personal Property in this Section 16.9 is intended by Lessor and Lessee to be subordinate to any security interest granted in connection with the financing or leasing of all or any portion of the Lessee’s Personal Property so long as the lessor or financier of such Lessee’s Personal Property agrees to give Lessor written notice of any default by Lessee under the terms of such lease or financing arrangement, to give Lessor a reasonable time following such notice to cure any such default and consents to Lessor’s written assumption of such lease or financing arrangement upon Lessor’s


 


57


 


 


curing of any such defaults.  This clause shall be self-operative and no further instrument of subordination shall be required.  This security agreement and the security interest created herein shall survive the expiration or earlier termination of this Lease with respect to any or all of the Facilities.


 


(b)           Lessee hereby authorizes Collateral Agent to file such financing statements, continuation statements and other documents as may be necessary or desirable to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral.  In addition, if required by Collateral Agent at any time during the Term, Lessee shall execute and deliver to Collateral Agent, in form reasonably satisfactory to Collateral Agent, additional security agreements, financing statements, fixture filings and such other documents as Collateral Agent may reasonably require to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral.  In the event Lessee fails to execute any financing statement or other documents for the perfection or continuation of Collateral Agent’s security interest, Lessee hereby appoints Collateral Agent as its true and lawful attorney-in-fact to execute any such documents on its behalf, which power of attorney shall be irrevocable and is deemed to be coupled with an interest.


 


(c)           Lessee will give Collateral Agent at least thirty (30) days’ prior written notice of any change in Lessee’s name, identity, jurisdiction of organization or corporate structure.  With respect to any such change, Lessee will promptly execute and deliver such instruments, documents and notices and take such actions, as Collateral Agent deems necessary or desirable to create, perfect and protect the security interests of Collateral Agent in the Collateral.


 


(d)           Upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall be entitled to exercise any and all rights or remedies available to a secured party under the Uniform Commercial Code, or available to a lessor under the laws of the State, with respect to Lessee’s Personal Property and the Intangible Property, including the right to sell the same at public or private sale.


 


16.9.2     Appointment of Collateral Agent.


 


(a)           Each Person comprising “Lessor” hereunder hereby irrevocably appoints HCP (the “Collateral Agent”) as the collateral agent hereunder and under all other documents related hereto and authorizes Collateral Agent in such capacity, to take such actions on its behalf and to exercise such powers as are delegated to Collateral Agent in such capacity by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  In performing its functions and duties hereunder, Collateral Agent shall act for itself and as agent for each Person comprising “Lessor” hereunder and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Lessee.  The provisions of this Section 16.9.2 are solely for the benefit of Collateral Agent and each Person comprising “Lessor” hereunder, and Lessee shall have no rights as a third party beneficiary(ies) of any of such provisions.


 


(b)           The Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more sub-agents appointed


 


58


 






  





  











  








 


by the Collateral Agent.


 


(c)           The Collateral Agent may at any time give notice of its resignation to the Persons comprising “Lessor” hereunder and Lessee.  Upon receipt of any such notice of resignation, the Persons comprising “Lessor” hereunder shall have the right to appoint a successor Collateral Agent.  If no such successor shall have been so appointed by the Persons comprising “Lessor” hereunder and shall have accepted such appointment within ten (10) days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of each Person comprising “Lessor” hereunder, appoint a successor Collateral Agent; provided that if the Collateral Agent shall notify Lessee and each Person comprising “Lessor” hereunder that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder (except that in the case of any Collateral held by the Collateral Agent on behalf of each Person comprising “Lessor” hereunder, the Collateral Agent may continue to hold such Collateral until such time as a successor Collateral Agent is appointed and such Collateral is assigned to such successor Collateral Agent) and (ii) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Person comprising “Lessor” hereunder directly, until such time as the Persons comprising “Lessor” hereunder appoint a successor Collateral Agent.


 


(d)           Upon the acceptance of a successor’s or replacement’s appointment as Collateral Agent, such successor or replacement shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder.  After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 16.9.2 shall continue in effect for the benefit of such retiring Collateral Agent and its sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting in such capacity.


 


16.10      Leases and Residential Care Agreements.  Lessee shall comply with and observe in all material respects Lessee’s obligations under all leases and residential care agreements, including Lessee’s obligations pertaining to the maintenance and disposition of resident or tenant security deposits (provided, however, that no breach of Lessee’s obligations with respect to such leases and residential care agreements shall constitute a default hereunder until and unless any such breaches or defaults affect a material number of the leases and residential care agreements at any one Facility).  Upon delivery of notice by Lessor or Collateral Agent to Lessee of Lessor’s or Collateral Agent’s exercise of its respective rights under this Article, at any time during the continuance of an Event of Default, and without the necessity of Lessor or Collateral Agent entering upon and taking and maintaining control of any Facility directly, by a receiver, or by any other manner or proceeding permitted by applicable law, Lessor and/or Collateral Agent immediately shall have, to the extent permitted by applicable law, all rights, powers and authority granted to Lessee under any lease or residential care agreement relating to such Facility, including the right, power and authority to modify the terms of any such lease or residential care agreement for such Facility, or extend or terminate any such lease or residential care agreement for such Facility.  During the continuance of an Event of Default, unless Lessor and/or Collateral Agent elects in its sole discretion to assume the obligations of


 


59


 






  





  











  








 


Lessee under any lease or residential care agreement for any Facility, neither Lessor nor Collateral Agent shall (i) be obligated to perform any of the terms, covenants or conditions contained in such lease or residential care agreement relating to such Facility (or otherwise have any obligation with respect to such lease or residential care agreement relating to such Facility) or (ii) be obligated to appear in or defend any action or proceeding relating to such lease or residential care agreement relating to such Facility.  Notwithstanding anything to the contrary in this Section 16.10, but subject to the other terms and conditions contained in this Lease, except during the continuance of an Event of Default, Lessee shall be entitled to exercise any and all rights under any Occupancy Arrangements relating to any Facility, including Lessee’s right, power and authority to modify the terms of any such Occupancy Arrangements or extend or terminate such Occupancy Arrangements.


 


ARTICLE XVII.


 


17.1        Lessor’s Right to Cure Lessee’s Default.  If Lessee shall fail to make any payment or to perform any material act required to be made or performed hereunder, Lessor (following the occurrence and during the continuance of any Event of Default), without waiving or releasing any obligation or default, may (upon written notice to Lessee), but shall be under no obligation to, make such payment or perform such act for the account and at the expense of Lessee, and may, to the extent permitted by law, enter upon the Leased Property and any Capital Addition, during normal business hours and upon prior notice to Lessee (except in the case of any emergency), for such purpose and take all such action thereon as, in Lessor’s opinion, may be necessary or appropriate therefor.  No such entry shall be deemed an eviction of Lessee.  All sums so paid by Lessor and all out-of-pocket costs and expenses, including reasonable attorneys’ fees and expenses, so incurred, together with interest thereon at the Overdue Rate from the date on which such sums or expenses are paid or incurred by Lessor, shall be paid by Lessee to Lessor on demand.


 


ARTICLE XVIII.


 


18.1        Purchase of the Leased Property.  If Lessee purchases the Leased Property of any Facility from Lessor pursuant to any provisions of this Lease, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special or limited warranty deed conveying the entire interest of Lessor in and to such Leased Property to Lessee free and clear of all encumbrances other than (i) those that Lessee has agreed hereunder to pay or discharge; (ii) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to; (iii) those liens and encumbrances which were in effect on the date of conveyance of such Leased Property to Lessor; and (iv) any other encumbrances permitted hereunder to be imposed on such Leased Property which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee or material interference with the use or operations of the applicable Facility for its Primary Intended Use.  The difference between the applicable purchase price and the total of the encumbrances assumed or taken subject to shall be paid to Lessor or as Lessor may direct in immediately available funds.  All reasonable out-of-pocket expenses of such conveyance, including the cost of title insurance, attorneys’ fees incurred by Lessor in connection with such conveyance and release, transfer taxes and recording and escrow fees, shall be paid by Lessee.


 


60


 






  





  











  








 


18.2        Rights of Lessee Prior to Closing.  Notwithstanding anything to the contrary in this Lease, or at law or in equity, if Lessor shall exercise its right to require Lessee to purchase the Leased Property of any Facility pursuant to Section 16.5 (a “Purchase Obligation Exercise”), the following shall pertain:


 


(a)           Such Purchase Obligation Exercise (and any purchase or other separate contract formed upon such Purchase Obligation Exercise) shall not under any circumstances cause a termination of this Lease with respect to such Facility, and this Lease shall remain in full force and effect with respect to such Facility to and until the consummation of the closing in accordance with the terms thereof;


 


(b)           Lessee hereby acknowledges and agrees that Lessee shall not under any circumstances be entitled to possession of the Leased Property of any Facility under the terms of any purchase or other separate contract formed upon such Purchase Obligation Exercise until the closing thereof, and that, prior thereto, Lessee’s possession of the Leased Property of such Facility shall be solely by way of this Lease;


 


(c)           In no event shall Lessee be deemed a vendee in possession; and


 


(d)           In the event that an Event of Default relating to the subject Facility shall occur at any time during the period from such Purchase Obligation Exercise to and until closing, Lessor shall be entitled to exercise any and all rights or remedies available to a landlord against a defaulting tenant, whether at law or equity, including those set forth in Article XVI hereof, and specifically including the right to recover possession of the Leased Property of such Facility through summary proceedings (such as unlawful detainer or other similar action permitted by law), and in no event shall Lessor be required to bring an action for ejectment or any other similar non-expedited proceeding.


 


18.3        Lessor’s Election of 1031 Exchange; Lessee’s Regulatory Filings.  If Lessee purchases the Leased Property of any Facility from Lessor pursuant to any provision of this Lease, Lessor may elect to sell the Leased Property to Lessee in the form of a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (“1031 Exchange”).  In the event that Lessor shall so elect, Lessor shall give written notice to Lessee and any escrow holder of such election and the following shall apply:


 


(a)           Lessor may attempt to identify before the closing other property which qualifies as “like-kind” property for a 1031 Exchange (the “Target Property”) by giving written notice to Lessee and any escrow holder and identifying to such escrow holder the Target Property prior to the closing.


 


(b)           If Lessor has not so identified the Target Property before the closing, then Lessor shall proceed with the closing unless Lessor at its option enters into an exchange agreement with an accommodation party (“Accommodator”) in order to facilitate a non-simultaneous exchange.  If an Accommodator is so designated, Lessor shall cause the Accommodator (i) to acquire title to the Leased Property from Lessor at or before the closing and, (ii) to transfer title in the Leased Property to Lessee on closing for the applicable purchase


 


61


 






  





  











  








 


price.


 


(c)           Lessee shall fully cooperate with any such 1031 Exchange, including but not limited to executing and delivering additional documents requested or approved by Lessor; provided, that Lessee shall not be required to incur any additional costs or liabilities or financial obligation as a consequence of any of the foregoing exchange transactions.


 


(d)           Lessor hereby agrees to reasonably cooperate (at no cost to Lessor) with Lessee in connection with the satisfaction of disclosure and reporting obligations of Lessee arising pursuant to applicable Legal Requirements.  Notwithstanding anything to the contrary contained in this Lease, it is hereby understood and agreed that if an Event of Default results from Lessor’s failure, following Lessee’s written request therefor pursuant to the provisions of Section 10.2.6 hereof, to provide information necessary to be disclosed or otherwise required by Legal Requirements, then the Event of Default that would otherwise occur shall be deemed not to exist under this Lease to the extent resulting from any such failure of Lessor.  Lessee and Lessor agree to reasonably cooperate to limit any such disclosure requirements pursuant to Legal Requirements to the extent Lessor objects to same.


 


ARTICLE XIX.


 


19.1        Extended Terms.


 


(a)           Provided that no Event of Default, or event which, with notice or lapse of time or both, would constitute a monetary Event of Default, has occurred and is continuing, either at the date of exercise or upon the commencement of an Extended Term, Lessee shall have the right (subject to Section 19.1(c)) to renew this Lease with respect to all (but not less than all) of, respectively, the Pool 1 Facilities, the Pool 2 Facilities and the Pool 3 Facilities then covered by this Lease for the Extended Terms for such Facilities set forth on Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto.  Each renewal option shall be exercised, if at all, by Lessee (i) giving written notice to Lessor of Lessee’s intent to renew (subject to an acceptable determination of Fair Market Rental in accordance with the appraisal process set forth in Article XXXIV) not less than twenty-four (24) months and not more than thirty (30) months prior to the expiration of the applicable then-current Term, (ii) giving written notice to Lessor of such renewal not less than thirty (30) days after the completion of the appraisal process set forth in Article XXXIV (such thirty (30) day period, together with the Appraisal Period, the “Renewal Option Period”), subject to Section 34.1.4, (iii) delivering (if the Guaranty is, at the time of such notice, required to be in place pursuant to this Lease) to Lessor, concurrently with the delivery of the notice described in clause (i) hereof, a reaffirmation of the Guaranty executed by the Guarantor stating, in substance, that the Guarantor’s obligations under such Guaranty shall extend to this Lease, as extended by the subject Extended Term (but Lessor may, at its sole and absolute discretion, waive this requirement), and (iv) with respect to any facility(ies) subject to a New Lease or New Master Lease hereafter with or in favor of Lessor or any Affiliate of Lessor and any Other Purchase Agreement Facilities demised under a lease with or in favor of Lessor or any Affiliate of Lessor, the exercise by the “Lessee” thereunder of the renewal of each such New Lease, New Master Lease or other lease for the corresponding and co-terminus “Extended Term” thereof, concurrently with the delivery of the notice described in clause (ii) hereof.  Lessee’s exercise of any renewal option hereunder shall be irrevocable and


 


62


 






  





  











  








 


immediately binding upon Lessee, as applicable (x) as provided in Section 34.1.4, or (y) as of the date that Lessee delivers the applicable notices and reaffirmations pursuant to the foregoing items (ii) through (iv); Lessor acknowledges and agrees that, except as provided in Section 34.1.4, prior to the occurrence of the date specified in clause (y) Lessee shall have the right to withdraw its exercise of a renewal option hereunder by delivery of written notice thereof to Lessor.  During each Extended Term, all of the terms and conditions of this Lease shall continue in full force and effect.  When establishing the Fair Market Rental for purposes of this Section 19.1, the “income generated by the Leased Property and all Capital Additions of such Facility, or applicable portion(s) thereof” shall be determined based upon Lessee’s actual net operating income generated by the Leased Property and all Capital Additions of the subject Facility for the twelve (12) month period from and including the thirty-eighth (38th) full calendar month preceding the expiration of the Initial Term of such Facility and through and including the twenty-seventh (27th) full calendar month preceding the expiration of  such Initial Term.


 


(b)           Intentionally Omitted.


 


(c)           Notwithstanding anything to the contrary in Section 19.1(a), Lessor, in its sole discretion, may waive the condition to Lessee’s right to renew this Lease that no Event of Default, or event which, with notice or lapse of time or both, would constitute a monetary Event of Default, has occurred or is continuing, and the same may not be used by Lessee as a means to negate the effectiveness of Lessee’s exercise of its renewal right for such Extended Term.


 


(d)           If, pursuant to the terms of Section 19.1(a)(i), Lessee shall have given Lessor notice of its intent to renew (subject to an acceptable determination of Fair Market Rental in accordance with the appraisal process set forth in Article XXXIV) and at any time during the Renewal Option Period shall have the right to elect, and shall elect, not to renew this Lease, Lessee shall provide Lessor with notice of such election, then Lessor may require that Lessee (x) pay all the fees and expenses of the Appraisers appointed pursuant to Section 34.1 (including Lessor’s portion thereof), and (y) continue as a holdover tenant at the then current Minimum Rent following the expiration of the Term for an additional period designated by Lessor, but not to exceed the lesser of six (6) months and the time actually required for Lessor to re-let the Leased Property.


 


ARTICLE XX.


 


20.1        Holding Over.  Except as provided in Section 19.1(a) and (c), if Lessee shall for any reason remain in possession of any portion of the Leased Property and/or any Capital Additions after the expiration or earlier termination of the Term, such possession shall be as a month-to-month tenant during which time Lessee shall pay as Minimum Rent for each month an amount equal to one hundred fifty percent (150%) of the monthly Minimum Rent applicable to the prior Lease Year, together with all Additional Charges and all other sums payable by Lessee pursuant to this Lease.  During such period of month-to-month tenancy, Lessee shall be obligated to perform and observe all of the terms, covenants and conditions of this Lease, but shall have no rights hereunder other than the right, to the extent given by law to month-to-month tenancies, to continue its occupancy and use of the Leased Property and/or any Capital Additions.  Nothing contained herein shall constitute the consent, express or implied, of Lessor to the holding over of Lessee after the expiration or earlier termination of this Lease.


 


63


 






  





  











  








 


ARTICLE XXI.


 


21.1        General REIT Provisions.  Lessee acknowledges that, in order for Lessor and/or Lessor’s Affiliates to qualify as a REIT, certain REIT Requirements must be satisfied, including, without limitation, the provisions of Section 856 of the Code.  Accordingly, Lessee agrees, and agrees to cause its Affiliates, Occupants and any other parties subject to its control by ownership or contract, to cooperate reasonably with Landlord to ensure that the REIT Requirements are satisfied, including, but not limited to, providing Lessor with information about the ownership of Lessee and its Affiliates; provided, that such cooperation shall not result in any unreimbursed cost or other adverse consequence to Lessee.  Lessee agrees, and agrees to cause its Affiliates, upon request by Lessor, to take all action reasonably necessary to ensure compliance with the REIT Requirements; provided, that such actions shall not result in any unreimbursed cost or other adverse consequence to Lessee.


 


21.2        REIT Agreements.  Lessor and Lessee agree that (a) rents payable under this Lease are not based in whole or in part on the income or profits of any Person; (b) as of the date this Lease was entered into or modified, rents payable under this Lease were set at a fair market rental amount or formula, and there was a reasonable expectation that Lessee had the financial wherewithal to make the payments required; and (c) no services or amenities are provided to Lessee under this Lease, other than services that are both (1) customarily furnished or rendered by or on behalf of Lessor in connection with the rental of real property of a similar class in the geographic areas in which the relevant property is located and (2) customarily furnished or rendered in connection with the rental of space for occupancy only (as opposed to primarily for the convenience of the tenant).


 


ARTICLE XXII.


 


22.1        Risk of Loss.  During the Term, the risk of loss or of decrease in the enjoyment and beneficial use of the Leased Property and any Capital Additions as a consequence of the damage or destruction thereof by fire, the elements, casualties, thefts, riots, wars or otherwise, or in consequence of foreclosures, attachments, levies or executions (other than by Lessor and Persons claiming from, through or under Lessor) is assumed by Lessee, and no such event shall entitle Lessee to any abatement of Rent.


 


ARTICLE XXIII.


 


23.1        General Indemnification.  In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor and its Affiliates from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Lessor or any of its Affiliates by reason of:  (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property, or any Capital Additions or adjoining sidewalks thereto; (ii) any use, misuse, non-use, condition,


 


64


 






  





  











  








 


maintenance or repair by Lessee of the Leased Property or any Capital Additions; (iii) any failure on the part of Lessee to perform or comply with any of the terms of this Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property or any Capital Additions to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property or any Capital Additions; and (vi) the violation of any Legal Requirement (the foregoing (i) through (vi), collectively, the “Indemnified Liabilities”).  Notwithstanding anything to the contrary contained in the above, Lessee shall not have any obligation hereunder to the extent that such Indemnified Liabilities arise solely from the gross negligence, illegal acts, fraud or willful misconduct of Lessor or any of its Affiliates.  Any amounts which become payable by Lessee under this Article shall be paid within ten (10) Business Days after liability therefor is finally determined in a non-appealable judgment by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment.  Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or any of its Affiliates for which Lessee is obligated to indemnify Lessor or such Affiliate pursuant to this Article XXIII or any other provision of this Lease and may settle compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor or such Affiliate shall be reasonably satisfactory to Lessor, and, if required by Lessor, any such counsel retained by Lessee to defend Lessor or such Affiliate shall be separate, independent counsel from any counsel selected by Lessee to defend Lessee; provided further, however, that, without Lessor’s prior written consent, which consent may be given or withheld in Lessor’s sole and absolute discretion, Lessee shall not enter into any settlement agreement with respect to, or compromise or otherwise dispose of any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor or any of its Affiliates pursuant to this Article or any other provision of this Lease if such settlement, compromise or disposition thereof requires any performance by Lessor or any of its Affiliates (other than the payment of money which shall be paid by Lessee) or would impose any restrictions or other covenants upon Lessor, any of its Affiliates or the Leased Property.  All indemnification covenants set forth in this Article or elsewhere in this Lease are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property.  For purposes of this Article and the other indemnification obligations of Lessee under this Lease, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Lessee.  It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations or any of the other indemnification obligations of Lessee set forth in this Lease.


 


ARTICLE XXIV.


 


24.1        Transfers.


 


24.1.1     Prohibition.  Subject to the provisions of Sections 24.1.8, 24.1.10, 24.1.11 and 24.1.12 below, Lessee shall not, without Lessor’s prior written consent, which consent may not be unreasonably withheld or delayed (except as provided in the last sentence of this Section 24.1.1), either directly or indirectly or through one or more step transactions or


 


65


 






  





  











  








 


tiered transactions, voluntarily or by operation of law, (i) assign, convey, sell, pledge, mortgage, hypothecate or otherwise encumber, transfer or dispose of all or any part of this Lease or Lessee’s leasehold estate hereunder, (ii) Master Sublease all or any part of the Leased Property and/or any Capital Additions of any Facility, (iii) engage the services of any Person that is not an Affiliate of Lessee for the management or operation of more than ten percent (10%) of the Leased Property and/or any Capital Additions of any Facility, (iv) convey, sell, assign, transfer or dispose of any stock or partnership, membership or other interests (whether equity or otherwise) in Lessee (which shall include any conveyance, sale, assignment, transfer or disposition of any stock or partnership, membership or other interests (whether equity or otherwise) in any Controlling Person(s)), if such conveyance, sale, assignment, transfer or disposition results in a change in control of Lessee (or in any Controlling Person(s)), (v) dissolve, merge or consolidate Lessee (which shall include any dissolution, merger or consolidation of any Controlling Person) with any other Person, if such dissolution, merger or consolidation results in a change in control of Lessee or in any Controlling Person(s), (vi) sell, convey, assign, or otherwise transfer all or substantially all of the assets of Lessee (which shall include any sale, conveyance, assignment, or other transfer of all or substantially all of the assets of any Controlling Person) or (vii) consummate or permit to be consummated any agreement or arrangement to do any of the foregoing (each of the aforesaid acts referred to in clauses (i) through (vii) being referred to herein as a “Transfer”).  Lessor’s consent shall not be required for any Occupancy Arrangement transaction that does not constitute a Master Sublease or for the engagement of the services of any Person for the management or operation of ten percent (10%) or less of the Leased Property and/or any Capital Additions of any Facility.  With respect to any such Occupancy Arrangement or engagement for which such consent is not required, Lessee shall, within ten (10) days of entering into any such Occupancy Arrangement or engagement, notify Lessor of the existence of such Occupancy Arrangement or engagement and the identity of the Occupant or manager, as the case may be, and supply Lessor with a copy of the agreement relating to such Occupancy Arrangement or engagement and any other related documentation, materials or information reasonably requested by Lessor; provided, however, that the foregoing shall not apply to any Occupancy Arrangement for patients or residents of any Facility (i.e., any non-Commercial Occupancy Arrangements). Notwithstanding the foregoing or any other provisions of this Lease to the contrary, Lessee acknowledges that (x) it is Lessor’s practice not to permit any mortgages, hypothecations, pledges or other encumbrances of leasehold interests by its lessees, and (y) Lessor shall have the right to approve or disapprove of any such mortgage, hypothecation, pledge or other encumbrance of the leasehold estate created hereby by Lessee (whether directly or indirectly) in Lessor’s sole and absolute discretion, and (z) if Lessor shall approve the same Lessor shall be entitled to impose such conditions in connection therewith as Lessor deems appropriate in its sole and absolute discretion.


 


24.1.2     Consent.


 


24.1.2.1                 Prior to consummating any Transfer, Lessee shall submit in writing to Lessor, as applicable: (i) the name of the proposed Occupant, assignee, manager or other transferee; (ii) the terms and provisions of the Transfer, including any agreements in connection therewith; and (iii) such financial information as Lessor may reasonably request concerning the proposed Occupant, assignee, manager or other transferee. In exercising its right of reasonable approval or disapproval to a proposed Transfer, Lessor shall be entitled to take into account any fact or factor that is commercially reasonable to the making of


 


66


 






  





  











  








 


such decision, including the following, all of which are agreed to be reasonable factors for Lessor’s consideration:


 


(a)           The financial strength of the proposed Occupant, assignee, manager or other transferee, including the adequacy of its working capital. In connection with a Transfer resulting from a merger or consolidation to which Lessee or any Guarantor or Controlling Party is a party, Lessor shall be entitled to compare the Consolidated Net Worth and debt to equity ratio of the surviving party following the effectiveness of such event as compared to the Consolidated Net Worth and debt-to-equity ratio of Lessee or such Controlling Party, as applicable, is a party prior to such event.


 


(b)           The operating experience of the proposed Occupant, assignee, manager or other transferee with respect to businesses of the nature, type and size of the applicable Facility.


 


(c)           The quality and reputation of the proposed Occupant, assignee, manager or other transferee.


 


(d)           Whether such Transfer will cause a breach or violation of any material agreements to which Lessee or any Controlling Person is a party.


 


(e)           Whether there then exists any uncured Event of Default by Lessee pursuant to this Lease; provided, however, that if (A) Lessee is proposing to enter into a Master Sublease with respect to one or more Facilities, (B) there is no uncured monetary Event of Default under this Lease, (C) a non-monetary Event of Default has occurred at another Facility (i.e., a Facility that Lessee is not proposing to Master Sublease), Lessor has not yet exercised any of its rights or remedies on account thereof pursuant to Article XVI hereof, and Lessee is diligently and in good faith proceeding to cure such non-monetary Event of Default at such other Facility, then Lessor shall not take the same into account as the sole basis for withholding its consent to any such proposed Master Sublease of such other Facility(ies).


 


Moreover, Lessor shall be entitled to be reasonably satisfied that neither any covenant, condition or obligation imposed upon Lessee by this Lease nor any right, remedy or benefit afforded Lessor by this Lease is materially impaired or diminished by such Transfer. Lessee acknowledges, however, that any proposed partial assignment, conveyance, sale, transfer or other disposition of this Lease or Lessee’s leasehold estate hereunder with respect to less than all of the Facilities would materially impair the covenants, conditions and obligations imposed upon Lessee by this Lease and the rights, remedies and benefits afforded Lessor by this Lease as a single, integrated and indivisible agreement and economic unit with respect to all Facilities, and therefore it would be reasonable for Lessor to withhold its consent to any such partial assignment, conveyance, sale, transfer or other disposition of this Lease or Lessee’s leasehold estate hereunder with respect to less than all the Facilities on such basis.


 


24.1.2.2                 In connection with any Transfer, Lessor shall be entitled to receive the applicable Transfer Consideration, if any.


 


In connection with any Transfer, Lessor shall be entitled to require as a condition to any such Transfer that the obligations of any Occupant, assignee, manager or other transferee that is a


 


67


 


 


 


subsidiary of and/or Controlled by another Person or Persons, be guaranteed by the entity or entities constituting the ultimate parent(s)and/or other ultimate Controlling Person(s), as the case may be, pursuant to a written guaranty in form and substance reasonably acceptable to Lessor and that, subject to Section 24.1.3 below, any existing Guaranty of this Lease be reaffirmed by the applicable Guarantor notwithstanding such Transfer.


 


24.1.2.3                 The foregoing provisions of this Section 24.1.2 shall not apply to any Transfer permitted under Section 24.1.10, 24.1.11 or 24.1.12 below, which shall be governed by the provisions thereof (but shall be subject to Section 24.1.8).


 


24.1.2.4                 The consent by Lessor to any Transfer shall not constitute Lessor’s consent to any subsequent Transfer or to any subsequent or successive Transfer. Any purported or attempted Transfer contrary to the provisions of this Article shall be void and, at the option of Lessor, shall terminate this Lease.


 


24.1.3     Release of Existing Lessee and Guarantors Upon Certain Transfers.  Upon the consummation of any Transfer by Lessee that (a) constitutes an assignment of Lessee’s entire interest in this Lease, (b) requires Lessor’s prior written consent pursuant to the terms of this Article XXIV, and (c) receives such prior written consent by Lessor, Lessor shall release Lessee and any current Guarantor from all obligations arising under this Lease and any current Guaranty, as applicable, following the effective date of such Transfer, so long as each of the following conditions is met:


 


24.1.3.1                 The Consolidated Net Worth of the assignee or replacement Guarantor, as the case may be, immediately following the effectiveness of such Transfer, shall be equal to or greater than the Consolidated Net Worth of Emeritus as of the Commencement Date.


 


24.1.3.2                 The debt-to-equity ratio of the assignee following the effectiveness of such Transfer shall be equal to or less than the debt-to-equity ratio of Emeritus as of the Commencement Date.  For purposes of this Section 24.1.3.2, “debt” shall include (without limitation) the capitalized value of any leases required to be capitalized in accordance with GAAP to which Emeritus and/or such assignee (and/or their consolidated Subsidiaries) are parties and the same shall be demonstrated by financial statements prepared in accordance with GAAP and reasonably satisfactory to Lessor.


 


24.1.3.3                 The assignee shall have adequate experience and skill in (i) operating facilities comparable to the applicable Facility(ies) and (ii) a business of the nature, type and size of the business of Emeritus immediately prior to the effectiveness of such Transfer, as determined by Lessor in its reasonable discretion.  Such assignee shall be deemed to have “adequate experience and skill” if (A) the core management team that will be managing the lessee under this Lease immediately following the effectiveness of such Transfer has an average of not less than three (3) years’ operating experience with respect to the operation and management of senior living or health care facilities, or (B) such assignee or a Controlling Person of such assignee, as the case may be, shall immediately following the effectiveness of such Transfer, and for a period of not less than one (1) year thereafter, directly or indirectly retain and/or hire in a full-time management or consulting capacity a majority of the principal


 


68


 






  





  











  








 


officers of Emeritus who were in the employment of Emeritus prior to the effectiveness of such Transfer.


 


24.1.4     Attornment and Related Matters.  Any Commercial Occupancy Arrangement (including any Master Sublease) or the engagement of any Person for the management or operation of all or any portion of the Leased Property shall be expressly subject and subordinate to all applicable terms and conditions of this Lease.  With respect to any Commercial Occupancy Arrangement or any such management agreement, Lessor, at its option and without any obligation to do so, may require any Occupant under any such Commercial Occupant Arrangement or manager to attorn to Lessor upon the expiration or earlier termination of this Lease or (at Lessor’s election) upon the occurrence and during the continuance of an Event of Default, in which event Lessor shall undertake the obligations of Lessee, as sublessor, licensor or otherwise under such Commercial Occupancy Arrangement or management engagement from the time of the exercise of such option to the termination of such Commercial Occupancy Arrangement or management engagement and in such case Lessor shall not be liable for any prepaid rents, fees or other charges or for any prepaid security deposits paid by such Occupant under any such Commercial Occupant Arrangement to Lessee or for any other prior defaults of Lessee under such Commercial Occupancy Arrangement or management engagement.  In the event that Lessor shall not require such attornment with respect to any such Commercial Occupancy Arrangement or management engagement, then such Commercial Occupancy Arrangement or management engagement shall automatically terminate upon the expiration or earlier termination of this Lease, including any early termination by mutual agreement of Lessor and Lessee.  Furthermore, any such Commercial Occupancy Arrangement, management engagement or other agreement regarding a Transfer shall expressly provide that the Occupant, assignee, manager or other transferee shall furnish Lessor with such financial, operational or other information about the physical condition of the applicable Facility, including the information required by Section 25.1.2 herein, as Lessor may request from time to time.


 


24.1.5     Assignment of Lessee’s Rights Against Occupant Under a Master Sublease.  If Lessor shall consent to a Master Sublease, then the written instrument of consent, executed and acknowledged by Lessor, Lessee and the Occupant under such Master Sublease, as the case may be, shall contain a provision substantially similar to the following:


 


24.1.5.1                 Lessee and such Occupant hereby agree that, if such Occupant shall be in default of any of its obligations under the Master Sublease, which default also constitutes an Event of Default by Lessee under this Lease (subject to the express provisions of Section 16.10 hereof), then Lessor shall be permitted to avail itself of all of the rights and remedies available to Lessee against such Occupant in connection therewith.


 


24.1.5.2                 Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, Lessor shall be permitted (by assignment of a cause of action or otherwise) to institute an action or proceeding against such Occupant in the name of Lessee in order to enforce Lessee’s rights under the Master Sublease, and also shall be permitted to take all ancillary actions (e.g., serve default notices and demands) in the name of Lessee as Lessor reasonably shall determine to be necessary.


 


24.1.5.3                 Lessee agrees to cooperate with Lessor, and to execute


 


69


 






  





  











  








 


such documents as shall be reasonably necessary, in connection with the implementation of the foregoing rights of Lessor.


 


24.1.5.4                 Lessee expressly acknowledges and agrees that the exercise by Lessor of any of the foregoing rights and remedies shall not constitute an election of remedies, and shall not in any way impair Lessor’s entitlement to pursue other rights and remedies directly against Lessee.


 


24.1.6     Costs.  Lessee shall reimburse Lessor for Lessor’s reasonable costs and expenses incurred in conjunction with the processing and documentation of any request for consent as required under this Article XXIV, including reasonable attorneys’, architects’, engineers’ or other consultants’ fees whether or not the transaction for which consent is requested is actually consummated.


 


24.1.7     No Release of Lessee’s Obligations. Except as expressly set forth in Section 24.1.3 above, no Transfer shall relieve Lessee of its obligation to pay the Rent and to perform all of the other obligations to be performed by Lessee hereunder.  Except as expressly set forth in Section 24.1.3 above, the liability of Lessee named herein and any immediate and remote successor in interest of Lessee with respect to its interest in this Lease (i.e., by means of any Transfer), and the due performance of the obligations of this Lease on Lessee’s part to be performed or observed, shall not in any way be discharged, released or impaired by any (i) agreement which modifies any of the rights or obligations of the parties under this Lease, (ii) stipulation which extends the time within which an obligation under this Lease is to be performed, (iii) waiver of the performance of an obligation required under this Lease, or (iv) failure to enforce any of the obligations set forth in this Lease.  Except as expressly set forth in Section 24.1.3 above, if any such Occupant, assignee, manager or other transferee defaults in any performance due hereunder, Lessor may proceed directly against the Lessee named herein and/or any immediate and remote successor in interest of Lessee without exhausting its remedies against such Occupant, assignee, manager or other transferee.


 


24.1.8     REIT Protection.  Anything contained in this Lease to the contrary notwithstanding, based on the reasonable advice of Lessor’s outside counsel (i) no Transfer shall be consummated on any basis such that rental or other amounts to be paid by the Occupant, assignee, manager or other transferee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the Occupant, assignee, manager or other transferee; (ii) Lessee shall not furnish or render any services to an Occupant, assignee, manager or other transferee with respect to whom Transfer Consideration is required to be paid or manage or operate the Leased Property and/or any Capital Additions so Transferred with respect to which Transfer Consideration is being paid; and (iii) Lessee shall not consummate a Transfer with any Person in which Lessor owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Code); and (iv) Lessee shall not consummate a Transfer with any Person or in any manner which could cause any portion of the amounts received by Lessor pursuant to this Lease or any Occupancy Arrangement to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto or which could cause any other income of Lessor to fail to qualify as income described in Section 856(c)(2) of the Code.  Lessee shall provide such information as Lessor’s outside counsel may reasonably request to provide its advice regarding


 


70


 






  





  











  








 


the foregoing, and in rendering such advice, Lessor’s counsel shall be entitled to rely on factual representations from Lessee and Lessor; provided, however, that Lessee shall have no liability therefor if Lessee has provided such information and representations in good faith and after a reasonably diligent review and inquiry of the subject matter thereof.  The requirements of this Section 24.1.8 shall likewise apply to any further Transfers by a transferee.


 


24.1.9     Transfers In Bankruptcy. It is the intent of the parties hereto that in the event of a Transfer pursuant to the provisions of the Bankruptcy Code, all consideration payable or otherwise to be delivered in connection with such Transfer shall be paid or delivered to Lessor, shall be and remain the exclusive property of Lessor and shall not constitute property of Lessee or of the estate of Lessee within the meaning of the Bankruptcy Code.  Any consideration constituting Lessor’s property pursuant to the immediately preceding sentence and not paid or delivered to Lessor shall be held in trust for the benefit of Lessor and be promptly paid or delivered to Lessor.  For purposes of this Section 24.1.9, the term “consideration” shall mean and include money, services, property and any other thing of value such as payment of costs, cancellation or forgiveness of indebtedness, discounts, rebates, barter and the like.  If any such consideration is in a form other than cash (such as in kind, equity interests, indebtedness earn-outs, or other deferred payments, consulting or management fees, etc.) Lessor shall be entitled to receive in cash the then present fair market value of such consideration.  Notwithstanding any provision of this Lease to the contrary, including this Section 24.1.9, it is expressly understood and agreed that it is the intention of the parties hereto that, notwithstanding any provision of the Bankruptcy Code, including Section 365(f) thereof, Lessee is precluded from effecting any Transfer of a Facility except as may otherwise be expressly provided in this Lease.


 


24.1.10  Public Offering/Public Trading.  Notwithstanding anything to the contrary in this Article XXIV, other than in connection with a Transfer under Section 24.1.11 below, (i) Lessor’s consent shall not be required in connection with, and the other provisions of this Article XXIV shall not apply to any transfer of any stock of Lessee as a result of a public offering of Lessee’s stock (which transfers shall be deemed not to be “Transfers” hereunder) which (a) constitutes a bona fide public distribution of such stock pursuant to a firm commitment underwriting or a plan of distribution registered under the Securities Act of 1933 and (b) results in such stock being listed for trading on the American Stock Exchange or the New York Stock Exchange or authorized for quotation on the NASDAQ National Market immediately upon the completion of such public offering, (ii) for so long as the stock of Lessee or any Controlling Person(s) is listed for trading on the American Stock Exchange or the New York Stock Exchange or authorized for quotation on the NASDAQ National Market, the transfer or exchange of such stock over such exchange or market (which transfers or exchanges shall be deemed not to be “Transfers” hereunder).


 


24.1.11  Certain Other Transfers.  Notwithstanding anything to the contrary in this Article XXIV (including Section 24.1.10), but subject to the provisions of Section 24.1.8 above, so long as Emeritus has other material assets other than its interest (whether direct or indirect) in this Lease, the Facilities and any other leases of facilities between Lessor or an Affiliate of Lessor and Emeritus or an Affiliate of Emeritus, Lessor shall consent to any Transfer resulting from (a) a sale, transfer, distribution or other disposition of all or substantially all of the outstanding capital stock of Emeritus or a sale or transfer of all or substantially all of the assets


 


71


 






  





  











  








 


of Emeritus, directly or indirectly or through one or more step transactions or tiered transactions or (b) a merger, consolidation or stock exchange to which Emeritus is a party, and the provisions of Section 24.1.2.2 shall not apply (i.e., there shall not be any Transfer Consideration payable) in connection with or related to such Transfer, so long as each of the following conditions is met:


 


24.1.11.1                       The Consolidated Net Worth of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or greater than Two Billion Dollars ($2,000,000,000) and, in the case of a Controlling Person, such Controlling Person executes a Guaranty;


 


24.1.11.2                       The debt to equity ratio of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or less than the average debt to equity ratio of Emeritus for the twelve (12) month period immediately prior to the effectiveness of such event.  For purposes of this Section 24.1.11.2, “debt” shall include the capitalized value of any leases required to be capitalized in accordance with GAAP to which Emeritus and/or such transferee or surviving entity (and/or their consolidated Subsidiaries) are parties and the same shall be demonstrated by financial statements prepared in accordance with GAAP and reasonably satisfactory to Lessor;


 


24.1.11.3                       The purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the other party(ies) to the Transfer pursuant to clause (b) above, as the case may be, shall have sufficient operating experience and history with respect to a business of the nature, type and size of the business of Emeritus as the same exists prior to the effectiveness of such event, as reasonably determined by Lessor.  Such purchaser or transferee or other party to such Transfer, as the case may be, shall be deemed to have “sufficient operating experience and history” if (A) the core management team that will be managing the lessee under this Lease immediately following the effectiveness of such Transfer has an average of not less than three (3) years’ operating experience with respect to the operation and management of senior living or health care facilities, or (B) such transferee or purchaser or other party, as the case may be, shall immediately following the effectiveness of such Transfer, and for a period of not less than one (1) year thereafter, directly or indirectly retain and/or hire in a full-time management or consulting capacity a majority of the principal officers of Emeritus who were in the employment of Emeritus prior to the effectiveness of such Transfer;


 


24.1.11.4                       Lessee shall execute a written affirmation of its obligations under this Lease, in form and substance reasonably acceptable to Lessor.  In addition, except in the case of a Transfer as to which such transferee or purchaser or surviving party, as the case may be, assumes the obligations of any Guarantor under the applicable Guaranty as a matter of law, such transferee or purchaser or surviving party shall execute either (A) a written assumption of each Guaranty in form and substance reasonably acceptable to Lessor or (B) a new guaranty of this Lease consistent in form and substance with each such Guaranty.  In addition, if any such transferee, purchaser or surviving party is a subsidiary of and/or Controlled by another Person or Persons, the entity or entities constituting the ultimate parent(s) and/or


 


72


 






  





  











  








 


other ultimate Controlling Person(s), as the case may be, shall execute a written guaranty of Lessee’s obligations under this Lease pursuant to a written guaranty in form and substance reasonably acceptable to Lessor;


 


24.1.11.5                       No Event of Default shall have occurred and be continuing hereunder;


 


24.1.11.6                       Intentionally Omitted; and


 


24.1.11.7                       Lessor shall receive the applicable information described in Section 24.1.2.1 with respect to each such proposed Transfer and the proposed purchaser, or transferee, or other party(ies) to the Transfer, as the case may be.


 


As used in this Section 24.1.11, “other material assets” shall mean that Emeritus has other net assets as determined in accordance with GAAP, whether direct or indirect, other than its interests (whether direct or indirect) in this Lease, the Facilities and any other facilities leased by Emeritus or an Affiliate of Emeritus from Lessor or an Affiliate of Lessor, which in the aggregate total not less than One Hundred Million Dollars ($100,000,000) or represent at least forty percent (40%) of the total net assets as determined in accordance with GAAP of Emeritus, including its interests (whether direct or indirect) in the Facilities and any other facilities leased by Emeritus or any Affiliate of Emeritus from Lessor or an Affiliate of Lessor.


 


24.1.12  Affiliate Transactions.  Notwithstanding anything to the contrary contained in this Article XXIV but subject to the provisions of Section 24.1.8 above, Lessor’s consent shall not be required in connection with, and the provisions of Section 24.1.2.2 shall not apply (i.e., there shall not be any Transfer Consideration payable) in connection with or related to, any assignment of Lessee’s interest in this Lease to one or more Affiliate(s) of Lessee (if more than one, jointly and severally as “Lessee” hereunder) or a Master Sublease of all or any portion of the Leased Property to an Affiliate of Lessee (including any engagement by Lessee of an Affiliate to operate or manage all or any portion of the Leased Property) (each, a “Permitted Affiliate Transaction”), so long as in connection therewith, each of the following conditions is met:


 


24.1.12.1                       In connection with such Permitted Affiliate Transaction, there is no change in the use of the Leased Property of any Facility from its Primary Intended Use;


 


24.1.12.2                       No Event of Default shall have occurred and be continuing;


 


24.1.12.3                       In the case of such an assignment, (i) the assignee(s) shall assume (jointly and severally) all of the obligations of Lessee hereunder accruing subsequent to the effective date of such assignment by an instrument in writing in form and substance reasonably satisfactory to Lessor, and a copy thereof shall be delivered to Lessor along with the notice specified in Section 24.1.12.7 below, (ii) the original Lessee shall not be released from any of the obligations of the Lessee hereunder, whether occurring prior to or after the effective date of such transaction, and if requested by Lessor, shall execute a written guaranty of the “Lessee’s” obligations under this Lease in a form satisfactory to Lessor, and (iii) a copy of such executed assumption shall be delivered to Lessor along with the notice;


 


73


 






  





  











  








 


24.1.12.4                       In the case of any Master Sublease, (i) such Master Sublease shall be subject to the provisions of Section 24.1.5 above and such Master Sublease shall comply with all of the applicable provisions of this Article XXIV (except for the Lessor consent requirement), and a copy of such Master Sublease shall be delivered to Lessor along with the notice specified in 24.1.12.7 below, and (ii) Lessee shall not be released from any of the obligations of Lessee hereunder, whether occurring prior to or after the effective date of such transaction;


 


24.1.12.5                       In connection with any Permitted Affiliate Transaction, no Guarantor shall be released of any of its obligations under a Guaranty, and each Guarantor shall execute a written reaffirmation of its obligations under such Guaranty in form and substance reasonably satisfactory to Lessor and deliver the same to Lessor along with the notice specified in 24.1.12.7 below;


 


24.1.12.6                       Concurrently with the effective date of any such Permitted Affiliate Transaction, Lessee shall cause the applicable Affiliate to grant to Lessor a security interest in form and substance reasonably satisfactory to Lessor with respect to such Affiliate’s personal property (whether tangible or intangible) consistent with (and subject to the same limitations and exclusions (if any) from such grant as) the security interest granted to Lessor pursuant to Section 16.9 hereof by Lessee, in each case, as additional security for Lessee’s obligations under this Lease and the obligations of any such Affiliate under this Lease and/or such Master Sublease, as applicable, and such agreement granting such security interest shall be delivered to Lessor along with the notice specified in 24.1.12.7 below; and


 


24.1.12.7                       Not less than ten (10) days prior to the effectiveness of any Permitted Affiliate Transaction, Lessee shall notify Lessor in writing of Lessee’s intention to enter into such Permitted Affiliate Transaction, the effective date thereof, the facts placing the same within the provisions of this Section 24.2.12 and any other change in the address for billings and notices to the Lessee pursuant to this Lease, accompanied by a copy of any documents and/or instruments required under the provisions of this Section 24.2.12, and Lessee shall deliver to Lessor executed copies of such documents and/or instruments on or prior to the effective date thereof.


 


ARTICLE XXV.


 


25.1        Officer’s Certificates and Financial Statements.


 


25.1.1     Officer’s Certificate.  At any time and from time to time upon Lessee’s receipt of not less than fifteen (15) Business Days’ prior written request by Lessor, Lessee shall furnish to Lessor an Officer’s Certificate certifying (i) that this Lease is unmodified and in full force and effect, or that this Lease is in full force and effect as modified and setting forth the modifications; (ii) the dates to which the Rent has been paid; (iii) whether or not, to the best knowledge of Lessee, Lessor is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Lessee may have knowledge; and (iv) responses to such other questions or statements of fact as Lessor, any


 


74


 






  





  











  








 


ground or underlying lessor, any purchaser or any current or prospective Facility Mortgagee shall reasonably request.  If Lessee fails to deliver such Officer’s Certificate within such fifteen (15) Business Day period, thereafter Lessee’s failure to deliver such Officer’s Certificate within five (5) Business Days Lessor delivers a second notice including the following legend in bold, fourteen (14) point type at the top of such request:  “THIS IS A SECOND REQUEST FOR AN OFFICER’S CERTIFICATE OF LESSEE PURSUANT TO SECTION 25.1.1 OF THE LEASE.  FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN LESSEE BEING DEEMED TO HAVE DELIVERED THE ACKNOWLEDGMENT SET FORTH IN SUCH SECTION 25.1.1”, shall constitute an acknowledgment by Lessee that (x) this Lease is unmodified and in full force and effect except as may be represented to the contrary by Lessor; (y) Lessor is not in default in the performance of any covenant, agreement or condition contained in this Lease; and (z) the other matters set forth in such request, if any, are true and correct.  Any such certificate furnished pursuant to this Article may be relied upon by Lessor and any current or prospective Facility Mortgagee, ground or underlying lessor or purchaser of the Leased Property or any portion thereof.


 


25.1.2     Statements.  Lessee shall furnish the following statements to Lessor:


 


(a)           within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal year, and related audited consolidated statements of income, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants;


 


(b)           within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period;


 


(c)           within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, and together with the annual audit report furnished in accordance with clause (a) above, an Officer’s Certificate stating that to the best of the signer’s knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same;


 


(d)           within forty-five (45) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates,


 


75


 






  





  











  








 


patient and resident mix and patient and resident rates by type for each Facility for each such calendar month;


 


(e)           upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request);


 


(f)            promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenance, or the condition of each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval;


 


(g)           promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies);


 


(h)           with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, (ii) the physical condition of the Leased Property and any Capital Additions and (iii) any suspected Transfer, including the then equity or voting ownership in Lessee or in any Controlling Person(s), in each case as Lessor may reasonably request, in the form of a questionnaire or otherwise, from time to time; and


 


(i)            reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).


 


25.1.3     Lessee’s Submission of Certificates/Statements.  Lessee shall be obligated to furnish Lessor with all certificates and statements required under this Article XXV by (i) delivery of printed copies of the same to Lessor at its address set forth in Article XXXIII below or any other address that Lessor may from time to time designate in writing and (ii) electronic delivery of the same to Lessor in Microsoft® Office Excel format to the extent available in such format (or such other format as Lessor may from time to time reasonably require) at any electronic mail address that Lessor may from time to time designate in writing.


 


76


 


 


 


ARTICLE XXVI.


 


26.1        Lessor’s Right to Inspect and Show the Leased Property and Capital Additions.  Without limiting Lessor’s rights provided in Section 9.7, Lessee shall permit Lessor and its authorized representatives, upon not less than three (3) Business Days prior written notice (provided that no such notice shall be required after the occurrence, and during the continuance, of any Event of Default), to (i) inspect the Leased Property and any Capital Additions and (ii) exhibit the same to prospective purchasers and lenders, and during the last twelve (12) months of the Term applicable to each portion of the Leased Property and Capital Additions, to prospective lessees or managers, in each instance during usual business hours and subject to any reasonable security, health, safety or confidentiality requirements of Lessee or any Legal Requirement or Insurance Requirement.  Lessee shall cooperate with Lessor in exhibiting the Leased Property and any Capital Additions to prospective purchasers, lenders, lessees and managers.


 


ARTICLE XXVII.


 


27.1        No Waiver.  No failure by Lessor to insist upon the strict performance of any term hereof or to exercise any right, power or remedy hereunder and no acceptance of full or partial payment of Rent during the continuance of any default or Event of Default shall constitute a waiver of any such breach or of any such term.  No waiver of any breach shall affect or alter this Lease, which shall continue in full force and effect with respect to any other then existing or subsequent breach.


 


ARTICLE XXVIII.


 


28.1        Remedies Cumulative.  Each legal, equitable or contractual right, power and remedy of Lessor now or hereafter provided either in this Lease or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Lessor of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Lessor of any or all of such other rights, powers and remedies.


 


ARTICLE XXIX.


 


29.1        Acceptance of Surrender.  No surrender to Lessor of this Lease or of the Leased Property or any Capital Additions or any part(s) thereof or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Lessor and no act by Lessor or any representative or agent of Lessor, other than such a written acceptance by Lessor, shall constitute an acceptance of any such surrender.


 


ARTICLE XXX.


 


30.1        No Merger.  There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, (i) this Lease or the leasehold estate created hereby or any interest in this Lease or such leasehold estate and (ii) the fee estate in the Leased Property or any parts thereof.


 


77


 






  





  











  








 


ARTICLE XXXI.


 


31.1        Conveyance by Lessor.  Lessor may, without the consent or approval of Lessee, sell, transfer, assign, convey or otherwise dispose of any or all of the Leased Property.  If Lessor or any successor owner of the Leased Property shall sell, transfer, assign, convey or otherwise dispose of the Leased Property other than as security for a debt, Lessor or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Lessor with respect to such Leased Property under this Lease arising or accruing from and after the date of such sale, transfer, assignment or other disposition and all such future liabilities and obligations with respect to such Leased Property shall thereupon be binding upon such purchaser, grantee, assignee or transferee.  In the event of any such sale, transfer, assignment, conveyance or other disposition (other than as security for a debt) of less than all of the Leased Property then subject to this Lease, the provisions of Section 31.2 hereof shall apply.


 


31.2        New Lease.  Lessor shall have the right, in connection with any Separation Event during the Term, by written notice to Lessee, to require Lessee to execute an amendment to this Lease whereby the Leased Property of one or more Facilities affected by such Separation Event (individually, a “Separated Property” or collectively, the “Separated Properties”) is separated and removed from this Lease, and to simultaneously execute a substitute lease with respect to such Separated Property(ies), in which case:


 


31.2.1     Lessor and Lessee shall execute a new lease (the “New Lease”) for such Separated Property(ies), effective as of the date specified in Section 31.2.3 below (the “New Lease Effective Date”), in the same form and substance as this Lease, but with such changes thereto as necessary to reflect the separation of the Separated Property(ies) from the balance of the Leased Property, including specifically the following:


 


(a)           The total monthly Minimum Rent payable under such New Lease shall be the total applicable monthly Allocated Minimum Rent with respect to such Separated Property(ies);


 


(b)           All Minimum Rent rental escalations under the New Lease shall be at the times and in the amounts set forth in this Lease for Minimum Rent increases; and


 


(c)           The New Lease shall provide that the lessee thereunder shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under this Lease, insofar as they relate to the Separated Property(ies), that were not paid, performed and satisfied in full prior to the effective date of the New Lease (and Lessee under this Lease shall also be responsible for the payment, performance and satisfaction of the aforesaid duties, obligations and liabilities not paid, performed and satisfied in full prior to the effective date of such New Lease).


 


31.2.2     Lessor and Lessee shall also execute an amendment to this Lease effective as of the New Lease Effective Date reflecting the separation of the Separated Property(ies) from the balance of the Leased Property and making such modifications to this Lease as are necessitated thereby at no material cost to Lessee and with no adverse effect on its rights, obligations and/or benefits hereunder (other than of a de minimis nature).


 


78


 






  





  











  








 


31.2.3     In the case of any New Lease that is entered into in accordance with this Section 31.2 such New Lease shall be effective on the date which is the earlier of (i) the date the New Lease is fully executed and delivered by the parties thereto and (ii) the date specified in the written notice from Lessor to Lessee requiring a New Lease as described above, which date shall be no sooner than ten (10) days after the date such notice is issued.


 


31.2.4     Lessee and Lessor shall take such actions and execute and deliver such documents, including without limitation the New Lease and an amendment to this Lease, as are reasonably necessary and appropriate to effectuate the provisions and intent of this Section 31.2.


 


31.2.5     Each party shall bear its own costs and expenses in connection with any New Lease entered into in accordance with this Section 31.2.


 


31.3        New Master Lease.  Lessor shall have the right, exercisable in its discretion at any time during the Term by giving written notice thereof to Lessee, to require Lessee to execute and deliver an amendment to any other lease entered into by Lessor or any of its Affiliates and Lessee or any of its Affiliates (such other lease, the “Other Lease”), in either case such that the Leased Property and the facilities covered by the Other Lease (collectively, the “Other Leased Property”) are leased by Lessor and any applicable Affiliates to Lessee and any applicable Affiliates pursuant to a single, indivisible, integrated and unitary lease agreement and economic unit (a “New Master Lease”).  The lease of the Leased Property and the Other Leased Property pursuant to a New Master Lease shall be upon the terms and conditions set forth in (i) this Lease with respect to the Leased Property and (ii) the Other Lease with respect to the Other Leased Property; provided, however, that the New Master Lease may include such reasonable changes to this Lease and the Other Lease as may be necessary to reflect the leasing of the Leased Property and the Other Leased Property pursuant to a single, indivisible, integrated and unitary lease agreement and economic unit.  Effective as of the date of execution and delivery of a New Master Lease, this Lease shall be deemed to be amended and restated in its entirety by such New Master Lease; provided, however, that neither Lessee nor any Guarantor shall be released from any of the obligations of the Lessee hereunder or any Guarantor under a Guaranty occurring prior to such date.  Notwithstanding anything to the contrary contained in this Section 31.3, Lessor’s right to require Lessee to enter into a New Master Lease is expressly conditioned upon the approval thereof by any Facility Mortgagee hereunder and the facility mortgagee of all or any portion of the Other Leased Property.


 


ARTICLE XXXII.


 


32.1        Quiet Enjoyment.  So long as Lessee shall pay the Rent as the same becomes due and shall comply with the terms of this Lease and perform its obligations hereunder, Lessee shall peaceably and quietly have, hold and enjoy the Leased Property for the Term, free of any claim or other action by Lessor or anyone claiming by, through or under Lessor, but subject to all Permitted Encumbrances.  No failure by Lessor to comply with the foregoing covenant shall give Lessee any right to cancel or terminate this Lease or abate, reduce or make a deduction from or offset against the Rent or any other sum payable under this Lease, or to fail to perform any other obligation of Lessee hereunder.  Notwithstanding the foregoing, Lessee shall have the right, by separate and independent action to pursue any claim it may have


 


79


 






  





  











  








 


against Lessor as a result of a breach by Lessor of the covenant of quiet enjoyment contained in this Article.


 


ARTICLE XXXIII.


 


33.1        Notices.  Any notice, consent, approval, demand or other communication required or permitted to be given hereunder (a “notice”) must be in writing and may be served personally, by overnight courier or by U.S. Mail.  If served by U.S. Mail, it shall be addressed as follows:


 



	
If to Lessor or

	  
	
Collateral Agent:

	
c/o HCP, Inc.


	  	
3760 Kilroy Airport Way, Suite 300


	  	
Long Beach, California, 90806


	  	
Attn: Legal Department


	  	
Fax: (562) 733-5200


	  	  
	
with a copy to:

	
Paul, Weiss, Rifkind, Wharton & Garrison, LLP


	  	
1285 Avenue of the Americas


	  	
New York, New York 10019-6064


	  	
Attn: Harris B. Freidus, Esq.


	  	
Fax: (212) 492-0064


	  	  
	
If to Lessee:

	
Emeritus Corporation


	  	
3131 Elliott Avenue, Suite 500


	  	
Seattle, Washington 90121


	  	
Attn: Eric Mendelsohn


	  	
Fax: (206) 204-6706


	  	  
	
with a copy to:

	
Skadden, Arps, Slate, Meagher & Flom LLP


	  	
4 Times Square


	  	
New York, New York 10036-6522


	  	
Attn: Audrey L. Sokoloff, Esq.


	  	
Fax: (917) 777-3000








	
  

	
 







Any notice which is personally served shall be effective upon the date of service; any notice given by U.S. Mail shall be deemed effectively given, if deposited in the United States Mail, registered or certified with return receipt requested, postage prepaid and addressed as provided above, on the date of receipt, refusal or non-delivery indicated on the return receipt.  In lieu of notice by U.S. Mail, either party may send notices by facsimile or by a nationally recognized overnight courier service which provides written proof of delivery (such as U.P.S. or Federal Express).  Any notice sent by facsimile shall be effective upon confirmation of receipt in legible form, and any notice sent by a nationally recognized overnight courier shall be effective on the date of delivery to the party at its address specified above as set forth in the courier’s delivery receipt.  Either party may, by notice to the other from time to time in the manner herein provided, specify a different address for notice purposes.


 


80


 






  





  











  








 


ARTICLE XXXIV.


 


34.1        Appraiser.  If it becomes necessary to determine the Fair Market Value, Fair Market Rental or Leasehold FMV of any Facility for any purpose pursuant to this Lease, the same shall be determined by two independent appraisal firms, in which one or more of the members, officers or principals of such firm are members of the Appraisal Institute (or any successor organization thereto) and such member has a minimum of 10 years experience in appraising properties similar in size, scope and use as the Facilities (each, an “Appraiser” and collectively, the “Appraisers”), one such Appraiser to be selected by Lessor to act on its behalf and the other such Appraiser to be selected by Lessee to act on its behalf.  Lessor or Lessee, as applicable, shall cause its Appraiser to, within ninety (90) days (the “Initial Appraisal Period”) after the date of  the original request for a determination of Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility, determine the Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility as of the relevant date (giving effect to the impact, if any, of inflation from the date of the Appraiser’s decision to the relevant date); provided, however, that if either party shall fail to appoint its Appraiser within the time permitted, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within such ninety (90) day period, then the determination of such sole Appraiser shall be final and binding upon the parties.  For purposes of clarity, the “relevant date” with respect to any determination of Fair Market Rental for any Extended Term shall be deemed to be the date on which such applicable Extended Term is to commence.  A written report of each Appraiser shall be delivered and addressed to each of Lessor and Lessee. To the extent consistent with sound appraisal practice as then existing at the time of any such appraisal, an appraisal of Fair Market Value for purposes of this Lease shall take into account and shall give appropriate consideration to all three customary methods of appraisal (i.e., the cost approach, the sales comparison approach and the income approach), and no one method or approach shall be deemed conclusive simply by reason of the nature of Lessor’s business or because such approach may have been used for purposes of determining the fair market value of the applicable Facility at the time of acquisition thereof by Lessor.  This provision for determination by appraisal shall be specifically enforceable to the extent such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the parties except as otherwise provided by applicable law.


 


34.1.1     If the two Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed five percent (5%) of the lesser of such amounts then the Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed five percent (5%) of the lesser of such amounts, then such two Appraisers shall have twenty (20) days to appoint a third Appraiser meeting the above requirements, but if such Appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an Appraiser meeting the above requirements (such Appraiser, the “Third Appraiser”) within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period.  If no such Appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility,


 


81


 






  





  











  








 


whichever is earlier, either Lessor or Lessee may apply to any court having jurisdiction to have such appointment made by such court.  Any Appraiser appointed by the original Appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility within sixty (60) days (together with the Initial Appraisal Period, the “Appraisal Period”) after appointment of such Appraiser.


 


34.1.2     If a Third Appraiser is appointed in accordance with Section 34.1.1, then such Third Appraiser shall choose which of the determinations made by the other two (2) Appraisers shall be final and binding, and such chosen determination shall be final and binding upon Lessor and Lessee as the Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility.


 


34.1.3     Except as provided in Section 19.1(c), Lessor and Lessee shall each pay the fees and expenses of the Appraiser appointed by it and each shall pay one-half (1/2) of the fees and expenses of the Third Appraiser.


 


34.1.4     If (a) Lessee shall give Lessor notice of its intent to renew pursuant to Section 19.1(a)(i), and (b) (i) the difference between the amounts for Fair Market Rental of such Facility determined be the initial two Appraisers pursuant to Section 34.1.1 above shall not exceed five percent (5%) of the lesser of such amounts, or (ii) the Fair Market Rental of such Facility as determined by the Third Appraiser is not more than fifteen percent (15%) higher than the current Minimum Rent, then Lessee’s notice pursuant to Section 19.1(a)(ii) shall automatically be deemed sent.


 


ARTICLE XXXV.


 


35.1        Intentionally Omitted.


 


ARTICLE XXXVI.


 


36.1        Lessor May Grant Liens.  Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property and any Capital Additions or any part(s) or portion(s) thereof or interests therein.  This Lease is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect).  Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in


 


82


 






  





  











  








 


the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor.  If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent.  Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgagee.


 


36.2        Attornment.  Subject to the limitation set forth in Section 36.1 regarding Lessee and any Facility Mortgagee entering into a subordination and non-disturbance agreement, Lessee agrees that if Lessor’s interest in the Leased Property and/or any Capital Additions or any part(s) or portion(s) thereof is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage, or otherwise by operation of law:  (i) at the new owner’s option, Lessee shall attorn to and recognize the new owner or superior lessor as Lessee’s Lessor under this Lease or enter into a new lease substantially in the form of this Lease with the new owner, and Lessee shall take such actions to confirm the foregoing within fifteen (15) Business Days after request; and (ii) the new owner or superior lessor shall not be (a) liable for any act or omission of Lessor under this Lease occurring prior to such sale, conveyance or termination, (b) subject to any offset, abatement or reduction of rent because of any default of Lessor under this Lease occurring prior to such sale, conveyance or termination, (c) bound by any previous modification or amendment to this Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent required by such Facility Mortgagee) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such successor lessor, or (d) liable for any security deposit or other collateral deposited or delivered to Lessor pursuant to this Lease unless such security deposit or other collateral has actually been delivered to such successor lessor.


 


36.3        Compliance with Facility Mortgage Documents; Superior Leases.


 


36.3.1     With respect to any Facility Mortgages and any refinancing of any Facility Mortgage, prior to the execution and delivery of any Facility Mortgage Documents relating thereto, Lessor shall provide copies of the same to Lessee for Lessee’s review.  Lessee acknowledges that any Facility Mortgage Documents executed by Lessor will impose certain obligations on the “Borrower” thereunder to comply with or cause the operator and/or lessee of the Facilities to comply with all representations, covenants and warranties contained therein relating to such Facilities and the operator and/or lessee of such Facilities, including, covenants relating to (a) the maintenance and repair of the Facilities, (b) maintenance and submission of financial records and accounts of the operation of each Facility and related financial and other information regarding the operator and/or lessee of such Facilities and the Facilities themselves, (c) the procurement of insurance policies with respect to the Facilities and (d) without limiting the foregoing, compliance with all Legal Requirements relating to the Facilities and the operation thereof for their Primary Intended Use.  For so long as any Facility Mortgages encumber the Leased Property, or any portion thereof, Lessee covenants and agrees (x) that it shall provide


 


83


 






  





  











  








 


copies of any notice of any claimed breach or default by Lessor hereunder to any Facility Mortgagee for which Lessee has been provided a notice address and any such Facility Mortgage shall have the right, at its election in accordance with the terms of the applicable Facility Mortgage Documents, to cure any such claimed breach or default of Lessor hereunder on the same terms as if Lessor had performed such cure on its own behalf and Lessee shall recognize and accept any such performance by a Facility Mortgagee, and (y) at its sole cost and expense and for the express benefit of Lessor, to operate the Facilities in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Lessor relating thereto, or to the extent that any of such duties and obligations may not properly be performed by Lessee or extend beyond the obligations imposed on Lessee under this Lease (other than to a de minimis extent), Lessee shall reasonably cooperate with and assist Lessor in the performance thereof (other than payment of any indebtedness evidenced or secured thereby); provided, however, that the duties and obligations imposed upon Lessee by the Facility Mortgage Documents relating thereto and this Section 36.3 shall not be more burdensome (other than to a de minimis extent) to Lessee than Lessee’s obligations to Lessor under this Lease and shall not adversely affect Lessee’s rights under this Lease other than to a de minimis extent (provided, that, Lessee acknowledges and agrees that commercially reasonable and customary mortgagee rights and protections relating to notices, approvals, cure periods and similar lender protections granted to any Facility Mortgagee pursuant to a subordination and non-disturbance agreement shall be deemed not to have any such prohibited effect on Lessee’s rights or obligations under this Lease).


 


36.3.2     Without limiting Lessee’s obligations pursuant to any other provision of this Section 36.3, during the Term of this Lease, Lessee acknowledges and agrees that, except as expressly provided elsewhere in this Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the condition of each Facility which are required by any Facility Mortgage Documents (subject to the proviso in the last sentence of Section 36.3.1 above and all applicable terms contained in any applicable subordination and non-disturbance agreement for so long as the same is in full force and effect), and Lessee shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts related to the operation of the Facilities required under any Facility Mortgage Documents (subject to the proviso in the last sentence of Section 36.3.1 above and all applicable terms contained in any applicable subordination and non-disturbance agreement for so long as the same is in full force and effect) as security for or otherwise relating to any operating expenses of the Facilities, including any capital repair or replacement reserves and/or impounds or escrow accounts for Impositions or insurance premiums (each a “Facility Mortgage Reserve Account”), but specifically excluding any debt service or other similar reserves;  provided, however, that Lessor shall use commercially reasonable efforts to cause any Facility Mortgage not to require the funding or maintenance of any Facility Mortgage Reserve Account in connection therewith.  During the Term of this Lease and provided that no Event of Default shall have occurred and be continuing hereunder, Lessee shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder, and all applicable terms contained in any applicable subordination and non-disturbance agreement, have access to and the right to apply or use (including for reimbursement) to the same extent of Lessor all monies held in each such Facility Mortgage


 


84


 






  





  











  








 


Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Lessor agrees to reasonably cooperate with Lessee in connection therewith.


 


36.4        Superior Leases.


 


With respect to each Facility for which there exists a Superior Lease, this Lease shall be deemed a sublease of Lessor’s entire interest as tenant/lessee under such Superior Lease.  Lessee acknowledges that it shall have no interest in the Leased Property of any Facility subject to a Superior Lease, and that Lessor has no ability to grant or convey any interest therein, beyond the interest granted to Lessor as the tenant/lessee under such Superior Lease.  This Lease shall be subject and subordinate in all respect to each Superior Lease now in effect. At any Superior Lessor’s request, Lessee shall attorn to such Superior Lessor, or any successor-in-interest to such Superior Lessor.  This clause shall be self-operative and no further instrument of subordination shall be required; provided that upon the request of Lessee, Lessor shall use commercially reasonable efforts to cause any Superior Lessor to deliver to Lessee a non-disturbance agreement in form and substance reasonably acceptable to Lessee and such Superior Lessor.  Lessee acknowledges that any Superior Lease imposes certain obligations on the tenant or lessee thereunder to comply with or cause the operator and/or sublessee of the Facilities to comply with all representations, covenants and warranties contained therein relating to such Facilities and the operator and/or sublessee of such Facilities, including, covenants relating to (a) the maintenance and repair of the Facilities, (b) maintenance and submission of financial records and accounts of the operation of each Facility and related financial and other information regarding the operator and/or lessee of such Facilities and the Facilities themselves, (c) the procurement of insurance policies with respect to the Facilities, and (d) without limiting the foregoing, compliance with all Legal Requirements relating to the Facilities and the operation thereof for their Primary Intended Use.  For so long as any interest is held in the Leased Property pursuant to Superior Leases, Lessee covenants and agrees, at its sole cost and expense and for the express benefit of Lessor, to operate the Facilities in strict compliance with the terms and conditions of the Superior Leases and to timely perform all of the obligations of Lessor relating thereto (other than with respect to the payment of any rent or other monetary obligations of Lessor thereunder to the extent the same would be in addition to the Rent and other costs and expenses expressly required to be paid by Lessee hereunder), or to the extent that any of such duties and obligations may not properly be performed by Lessee, Lessee shall cooperate with and assist Lessor in the performance thereof.


 


ARTICLE XXXVII.


 


37.1        Hazardous Substances and Mold.


 


37.1.1     Lessee shall not allow any Hazardous Substance, Mold Condition or Mold to be located, stored, disposed of, released or discharged in, on, under or about the Leased Property and Capital Additions or incorporated in any Facility during the Term; provided, however, that Hazardous Substances may be located, stored, released, discharged, brought, kept, used or disposed of in, on or about the Leased Property (or any portion thereof) or any Capital Additions or incorporated in any Facility either in the ordinary course of business or for purposes reasonably similar to the Primary Intended Use and which are brought, kept, used


 


85


 






  





  











  








 


and disposed of in strict compliance with Legal Requirements and in a manner that would not reasonably be expected give rise to material liability under Environmental Law.  During the Term, Lessee shall not allow the Leased Property or any Capital Additions to be used as a waste disposal site or, except as permitted in the immediately preceding sentence, for the manufacturing, handling, storage, distribution or disposal of any Hazardous Substance.


 


37.1.2     Lessor shall not, and shall not direct or cause any of its agents or Affiliates to store, dispose of, release or discharge any Hazardous Substance or Mold  in, on, under or about the Leased Property and Capital Additions or incorporated in any Facility except in strict compliance with Legal Requirements and in a manner that would not give rise to material liability.


 


37.2        Notices.  Lessee shall provide written notice to Lessor reasonably promptly (but in any event within fifteen (15) days after Lessee becomes aware thereof), and in any event promptly upon Lessee’s receipt of any written notice or notification that Lessee receives with respect to:  (i) any material violation of a Legal Requirement relating to Hazardous Substances located in, on, or under the Leased Property or any Capital Additions or any adjacent property thereto; (ii) any material enforcement, cleanup, removal, or other governmental or regulatory action instituted, completed or threatened with respect to the presence or alleged presence of Hazardous Substance located in, on, under, or near the Leased Property (or any portion thereof) or any Capital Additions; (iii) any material claim made or threatened by any Person against Lessee or the Leased Property (or any portion thereof) or any Capital Additions relating to damage, contribution, cost recovery, compensation, loss, or injury resulting from or claimed to result from the presence or alleged presence of Hazardous Substance located in, on, under, or near the Leased Property (or any portion thereof) or any Capital Additions; and (iv) other than reports made in the ordinary course of business for purposes reasonably similar to the Primary Intended Use, any material reports made to any federal, state or local environmental agency arising out of or in connection with any Hazardous Substance in, on, under or removed from the Leased Property (or any portion thereof) or any Capital Additions, including any material complaints, notices, warnings or asserted violations in connection therewith.  In the event that Lessee becomes aware of any suspected or actual material Mold or Mold Conditions at the Leased Property (or any portion thereof), unless caused by any intentional or grossly negligent act of Lessor or Lessor’s agents or Affiliates, Lessee shall reasonably promptly (but in any event within fifteen (15) days after Lessee becomes aware thereof) notify Lessor in writing of the same.  In addition, unless caused by any intentional or grossly negligent act of Lessor or Lessor’s agents or Affiliates, in the event of Lessee becoming aware of any suspected material Mold or Mold Conditions at the Leased Property (or any portion thereof) or any Capital Additions, Lessee, at its sole cost and expense, shall reasonably promptly cause an inspection of the Leased Property and any Capital Additions (or any portion thereof) to be conducted in order to determine if Mold or Mold Conditions are present at the Leased Property (or any portion thereof) or any Capital Additions, and shall notify Lessor, in writing, at least ten (10) days prior to such inspection, of the date on which the inspection shall occur, and which portion of the Leased Property or any Capital Additions shall be subject to such inspection.  Lessee shall retain a Mold Inspector to conduct such inspection and shall cause such Mold Inspector to perform such inspection in a manner consistent with the duty of care exercised by a Mold Inspector and to prepare an inspection report, and reasonably promptly provide a copy of the same to Lessor.


 


86


 


 


 


37.3        Remediation.  Except to the extent caused by any intentional or grossly negligent act of Lessor or Lessor’s agents or Affiliates, or after the Term, if Lessee becomes aware of a material violation of any Legal Requirement relating to any Hazardous Substance or the presence of any Hazardous Substances that pose a risk to human health or the environment in, on, under or about the Leased Property or any Capital Additions, or if Lessee, Lessor or the Leased Property (or any portion thereof) or any Capital Additions becomes subject to any material order of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee shall notify Lessor within fifteen (15) days of such event and, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto.  Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements.  If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-pocket costs and expenses incurred in connection therewith.


 


37.4        Indemnity.  Lessee shall indemnify, defend, protect, save, hold harmless, and reimburse Lessor and its Affiliates for, from and against any and all costs, losses (including, losses of use or economic benefit or diminution in value), liabilities, damages, assessments, lawsuits, deficiencies, demands, claims and expenses (collectively, “Environmental Costs”) (whether or not arising out of third party claims and regardless of whether liability without fault is imposed, or sought to be imposed, on Lessor or any of its Affiliates) incurred in connection with, arising out of, resulting from or incident to, directly or indirectly, before or during the Term (i) required by any Environmental Law, by any Governmental Authority or to respond to a threat to human health or a risk of property damage, the production, use, generation, storage, treatment, transporting, disposal, discharge, release or other handling or disposition of any Hazardous Substances from, in, on or about the Leased Property (or any portion thereof or any Capital Additions (collectively, “Handling”), including the effects of such Handling of any Hazardous Substances on any Person or property within or outside the boundaries of the Leased Property or any Capital Additions, (ii) required by any Environmental Law, by any Governmental Authority or to respond to a threat to human health or a risk of property damage, the presence of any Hazardous Substances, Mold or Mold Condition in, on, under or about the Leased Property (or any portion thereof) or any Capital Additions, (iii) the violation of any Legal Requirements (including Environmental Laws) related to Hazardous Substances in, on, under or about the Leased Property (or any portion thereof) or any Capital Additions, (iv) any illness to or death of persons or damage to or destruction of property resulting from such Mold or Mold Condition in, on, under or about the Leased Property or any Capital Additions, and (v) any failure by Lessee to observe the foregoing covenants of this Article XXXVII.  “Environmental Costs” include interest, costs of response, removal, remedial action, containment, cleanup, investigation, design, engineering and construction, damages (including actual, consequential and punitive damages)


 


87


 






  





  











  








 


for personal injuries and for injury to, destruction of or loss of property or natural resources, relocation or replacement costs, penalties, fines, charges or expenses, reasonable attorney’s fees, expert fees, consultation fees, and court costs, and all amounts paid in investigating, defending or settling any of the foregoing.  Notwithstanding the foregoing, Lessee’s indemnification obligations hereunder shall not apply with respect to any Environmental Costs suffered, incurred or resulting solely from the intentional or grossly negligent acts of Lessor or Lessor’s agents or Affiliates.  Without limiting the scope or generality of the foregoing, Lessee expressly agrees to reimburse Lessor and its Affiliates for any and all out-of-pocket costs and expenses incurred by Lessor or any such Affiliate:


 


(a)           In investigating any and all matters relating to the Handling of any Hazardous Substances or the presence or remediation of Mold or any Mold Condition in, on, from, under or about the Leased Property or any Capital Additions;


 


(b)           In bringing the Leased Property or any Capital Additions into compliance with all Legal Requirements, including Mold Remediation Requirements and Environmental Laws; and


 


(c)           Removing, treating, storing, transporting, cleaning-up and/or disposing of any Hazardous Substances used, stored, generated, released or disposed of in, on, from, under or about the Leased Property (or any portion thereof) or any Capital Additions or offsite or in conducting any removal or remediation of Mold or any Mold Condition from the Leased Property (or any portion thereof) or any Capital Additions as required by Environmental Laws or to protect human health or the environment.


 


If any claim is made by Lessor or any of its Affiliates pursuant to this Section 37, Lessee agrees to pay or otherwise respond to such claim reasonably promptly, and in any event to pay or respond to such claim within thirty (30) calendar days after receipt by Lessee of notice thereof.  If any such claim is not paid and Lessor or any such Affiliate is ultimately found or agrees to be responsible therefore, Lessee agrees also to pay interest on the amount paid from the date of the first notice of such claim, at the Overdue Rate.  Notwithstanding anything to the contrary contained herein, Lessee’s liability for Environmental Costs to the extent arising from the acts of third parties unrelated to the Lessee Parties shall be limited to a period of two (2) years following the expiration or earlier termination of this Lease, but only to the extent that Lessee did not have knowledge of (nor should it reasonably have been expected to have knowledge of) the facts, circumstances or events giving rise to such Environmental Costs at any time during the Term.


 


In addition to the foregoing (but not in limitation of any indemnification or other obligations of Lessee set forth in this Section 37), in the event that a material problem relating to Hazardous Substances or any other environmental condition arises and the same (i) results in the closure of the subject Facility during remediation, and (ii) has a cost of remediation that is in excess of fifty percent (50%) of the Allocated Initial Investment, Lessee shall have the right to purchase the affected Facility for a price equal to the greater of (y) the Minimum Purchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to the occurrence of such material environmental condition (less the Fair Market Value, immediately prior to the occurrence of such material environmental condition, of any Capital Additions constituting a


 


88


 






  





  











  








 


new wing or new story that were paid for by Lessee).  The indemnification set forth in this section shall be subject to the same terms and conditions as the general indemnification set forth in Article XXIII.


 


37.5        Inspection.  Lessor shall have the right, from time to time, and upon not less than fifteen (15) days’ written notice to Lessee, except in the case of an emergency in which event no notice shall be required, to conduct an inspection of the Leased Property (or any portion thereof) and all Capital Additions to determine the existence or presence of Hazardous Substances, Mold or any Mold Condition on or about the Leased Property or any such Capital Additions.  Lessor shall have the right to enter and inspect the Leased Property (or any portion thereof) and all Capital Additions, conduct any reasonable testing, sampling and analyses it deems necessary in a manner and time that does not unreasonably interfere with the Primary Intended Use and shall have the right to inspect materials brought into the Leased Property (or any portion thereof) or any such Capital Additions.  Lessor may, in its discretion, retain such experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith.  All costs and expenses incurred by Lessor under this Section shall be paid by Lessor; provided, however, that following the occurrence and during the continuance of any Event of Default, Lessee shall pay all such costs and expenses on demand by Lessor as Additional Charges hereunder.  Failure to conduct an inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion be intended as a release of any liability for conditions subsequently determined to be associated with or to have occurred during Lessee’s tenancy.  Pursuant to the terms set forth herein, Lessee shall remain liable for any environmental condition, Mold or Mold Condition related to or having occurred during or prior to its tenancy regardless of when such conditions are discovered and regardless of whether or not Lessor conducts an inspection at the termination of this Lease, except to the extent expressly limited in Section 37.4.  The obligations set forth in this Article shall survive the expiration or earlier termination of the Lease, except to the extent expressly limited in Section 37.4 and to the extent related to acts or omissions of other Persons (that are not any of the Lessee Parties or any of their respective Affiliates) after the expiration or earlier termination of the Term.


 


ARTICLE XXXVIII.


 


38.1        Memorandum of Lease.  Lessor and Lessee shall, upon a request by Lessee, enter into one or more short form memoranda of this Lease, each in the form of Exhibit G attached hereto (with such modifications as are necessary for recording under the laws of each applicable State).  Lessee covenants and agrees, both on its own behalf and on behalf of its successors and assigns to execute and deliver to Lessor a quitclaim deed or other recordable instrument sufficient to remove any such memorandum or other encumbrance created by this Lease from record title to the Land relating to each Facility upon the expiration or sooner termination of this Lease with respect to such Facility, and Lessee hereby appoints and constitutes Lessor its attorney-in-fact, which power shall be coupled with an interest and shall not be revocable or terminable, to execute and deliver and to record such quitclaim deed or other instrument in the name of Lessee upon the expiration or termination of the Term with respect to any Facility, provided that Lessee is no longer in occupancy of such Facility.  Lessee shall pay all reasonable out-of-pocket costs and expenses of recording any memoranda, quitclaim deeds and other recordable instruments recorded pursuant to this Section.


 


89


 






  





  











  








 


ARTICLE XXXIX.


 


39.1        Sale of Assets.  Notwithstanding any other provision of this Lease, Lessor shall not be required to (i) sell or transfer the Leased Property, or any portion thereof, which is a real estate asset as defined in Section 856(c)(5)(B), or functionally equivalent successor provision, of the Code, to Lessee if Lessor’s counsel advises Lessor that such sale or transfer may not be a sale of property described in Section 857(b)(6)(C), or functionally equivalent successor provision, of the Code or (ii) sell or transfer the Leased Property, or any portion thereof, to Lessee if Lessor’s counsel advises Lessor that such sale or transfer could result in an unacceptable amount of gross income for purposes of the ninety-five percent (95%) gross income test contained in Section 856(c)(2) or the seventy-five percent (75%) gross income test contained in Section 856(c)(3), or functionally equivalent successor provisions, of the Code.  If Lessee exercises the right or has the obligation to purchase the Leased Property or any portion thereof pursuant to the terms herein, and if Lessor determines not to sell such Leased Property or any portion thereof pursuant to the above sentence, then Lessee shall purchase such Leased Property or any portion thereof, upon and subject to all applicable terms and conditions set forth in this Lease, at such time as the transaction, upon the advice of Lessor’s counsel, would be a sale of property (to the extent the Leased Property is a real estate asset) described in Section 857(b)(6)(C), or functionally equivalent successor provision, of the Code, and would not result in an unacceptable amount of gross income for purposes of the ninety-five percent (95%) gross income test contained in Section 856(c)(2), or functionally equivalent successor provision of the Code and until such time Lessee shall lease the Leased Property and all Capital Additions from Lessor at the Fair Market Rental.


 


ARTICLE XL.


 


40.1        Additional Representations and Warranties by Lessor


 


Lessor represents and warrants to Lessee as of the Commencement Date as follows:


 


(a)           Lessor is duly organized, validly existing and in good standing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State (to the extent Lessor is required to be so by applicable Legal Requirements) and has full power, authority and legal right to execute and deliver and to perform and observe the provisions of this Lease to be observed and/or performed by Lessor.


 


(b)           This Lease has been duly authorized, executed and delivered by Lessor, and constitutes and will constitute the valid and binding obligations of Lessor enforceable against Lessor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency and creditors rights, laws and general principles of equity.


 


(c)           Lessor is solvent, has timely and accurately filed all tax returns and extensions required to be filed by Lessor, and is not in default in the payment of any material taxes levied or assessed against Lessor or any of its material assets, and is not subject to any judgment, order, decree, rule or regulation of any Governmental Authority having jurisdiction over the Leased Property or Lessor which would, in the aggregate, otherwise materially and adversely affect Lessor’s condition, financial or otherwise, or Lessor’s prospects or the Leased Property.


 


90


 






  





  











  








 


(d)           No material consent, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority is required for the due execution and delivery of this Lease, or for the performance by or the validity or enforceability of this Lease against Lessor.


 


(e)           The execution and delivery of this Lease and compliance with the provisions hereof will not result in (i) a material breach or violation of (A) any Legal Requirements applicable to Lessor now in effect; (B) the organizational or charter documents of Lessor; (C) any judgment, order or decree of any Governmental Authority binding upon Lessor; or (D) any material agreement or instrument to which Lessor is a counterparty or by which it is bound; or (ii) the acceleration of any material obligation of Lessor.


 


(f)            Lessor is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “OFAC Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the OFAC Order and such other rules, regulations, legislation or orders collecting called the “Orders”).  Neither Lessor nor any of its Affiliates (A) is listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”), (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.


 


ARTICLE XLI.


 


41.1        Additional Representations and Warranties by Lessee.  Lessee represents and warrants to Lessor as of the Commencement Date as follows:


 


(a)           Lessee is duly organized, validly existing and in good standing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State and has full power, authority and legal right to execute and deliver and to perform and observe the provisions of this Lease to be observed and/or performed by Lessee.


 


(b)           This Lease has been duly authorized, executed and delivered by Lessee, and constitutes and will constitute the valid and binding obligations of Lessee enforceable against Lessee in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency and creditors rights, laws and general principles of equity.


 


(c)           Lessee is solvent, has timely and accurately filed all tax returns and extensions required to be filed by Lessee, and is not in default in the payment of any material taxes levied or assessed against Lessee or any of its material assets, and is not subject to any


 


91


 






  





  











  








 


judgment, order, decree, rule or regulation of any Governmental Authority having jurisdiction over the Leased Property or Lessee which would, in the aggregate, otherwise materially and adversely affect Lessee’s condition, financial or otherwise, or Lessee’s prospects or the Leased Property.


 


(d)           Except for the Required Governmental Approvals to use and operate each Facility for its Primary Intended Use, no other material consent, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority is required for the due execution and delivery of this Lease, or for the performance by or the validity or enforceability of this Lease against Lessee.


 


(e)           Subject to Lessee’s receipt of the Required Governmental Approvals, the execution and delivery of this Lease and compliance with the provisions hereof will not result in (i) a material breach or violation of (A) any Legal Requirement applicable to Lessee now in effect; (B) the organizational or charter documents of Lessee; (C) any judgment, order or decree of any Governmental Authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any material obligation of Lessee.


 


(f)            As of the Commencement Date, all Required Governmental Approvals have been obtained by Lessee or a Sublessee permitted hereunder.


 


(g)           Lessee is in compliance with the requirements of the Orders.  Neither Lessee nor any Lessee Party (A) is listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other Lists, (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning direct voting shares or interests), or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.


 


ARTICLE XLII.


 


42.1        Attorneys’ Fees.   If Lessor or Lessee brings an action or other proceeding against the other to enforce any of the terms, covenants or conditions hereof or any instrument executed pursuant to this Lease, or by reason of any breach or default hereunder or thereunder, the party prevailing in any such action or proceeding and any appeal thereupon shall be paid all of its costs and reasonable attorneys’ fees incurred therein.  In addition to the foregoing and other provisions of this Lease that specifically require Lessee to reimburse, pay or indemnify against Lessor’s attorneys’ fees, Lessee shall pay, as Additional Charges, all of Lessor’s reasonable attorneys’ fees incurred in connection with the administration or enforcement of this Lease, the review of any letters of credit, the review, negotiation or documentation of any subletting, assignment, or management arrangement or any consent requested in connection therewith, and the collection of past due Rent.


 


ARTICLE XLIII.


 


43.1        Brokers.  Lessee warrants that it has not had any contact or dealings with


 


92


 






  





  











  








 


any Person or real estate broker which would give rise to the payment of any fee or brokerage commission in connection with this Lease, and Lessee shall indemnify, protect, hold harmless and defend Lessor and its Affiliates from and against any liability with respect to any fee or brokerage commission arising out of any act or omission of Lessee.  Lessor warrants that it has not had any contact or dealings with any Person or real estate broker which would give rise to the payment of any fee or brokerage commission in connection with this Lease, and Lessor shall indemnify, protect, hold harmless and defend Lessee and its Affiliates from and against any liability with respect to any fee or brokerage commission arising out of any act or omission of Lessor.


 


ARTICLE XLIV.


 


44.1        Intentionally Omitted.


 


ARTICLE XLV.


 


45.1        Miscellaneous.


 


45.1.1     Survival.  Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities and indemnities of, Lessee or Lessor arising prior to the expiration or earlier termination of the Term shall survive such expiration or termination.  In addition, all claims against, and all liabilities and indemnities hereunder of Lessee shall continue in full force and effect and in favor of the Lessor named herein, its Affiliate (to the extent applicable) and the successors and assigns of Lessor and (to the extent applicable) such Affiliate, notwithstanding any conveyance of the Leased Property to Lessee.


 


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


 


45.1.3     Non-Recourse.  Lessee specifically agrees to look solely to the Leased Property for recovery of any judgment from Lessor.  It is specifically agreed that no constituent partner in Lessor or officer, director or employee of Lessor shall ever be personally liable for any such judgment or for the payment of any monetary obligation to Lessee.  The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Lessee might otherwise have to obtain injunctive relief against Lessor, or any action not involving the personal liability of Lessor.  Furthermore, except as otherwise expressly provided herein, in no event shall Lessor ever be liable to Lessee for any indirect or consequential damages suffered by Lessee from whatever cause.


 


45.1.4     Licenses and Operation Transfer Agreements.  Upon the expiration or earlier termination of the Term with respect to each Facility, Lessee shall use its commercially reasonable efforts, to the extent permitted by Legal Requirements, to transfer to Lessor or Lessor’s nominee a fully operational Facility and shall cooperate with Lessor or Lessor’s designee or nominee (“Successor Operator”) in connection with the processing by Successor Operator of any applications for all Required Governmental Approvals, all contracts, including contracts with governmental or quasi-governmental entities, business records, data, patient and resident records, and patient and resident trust accounts, which may be necessary or useful for


 


93


 






  





  











  








 


the operation of such Facility; provided that the reasonable out-of-pocket costs and expenses of any transfer of Required Governmental Approvals or the processing of any such applications therefor shall be paid by Lessor or Successor Operator.  Lessee shall not commit any act that would jeopardize the Required Governmental Approvals for such Facility, and Lessee shall reasonably comply with all requests for an orderly transfer of the same upon the expiration or early termination of the Term applicable to such Facility.  Without limiting the generality of the foregoing, the following shall apply:


 


(a)           If requested by Lessor or a proposed replacement operator for such Facility, Lessee hereby agrees to enter into a reasonable operations transfer agreement (which shall provide for Lessor or such Successor Operator’s reimbursement of Lessee’s reasonable out-of-pocket expenses incurred in performing its obligations under any such transfer agreement) with Lessor or such Successor Operator as is customary in the transfer to a successor operator of the operations of a facility similar to such Facility; provided that the term of any such operations transfer agreement shall not exceed a period of twelve (12) months following the termination of this Lease.  Lessee shall not unreasonably withhold, condition or delay its consent to entering into any interim subleases or management agreements as may be necessary to effectuate an early transfer of the operations of such Facility prior to the time that Lessor or such Successor Operator holds all Required Governmental Approvals.


 


(b)           If requested by Lessor, Lessee shall, subject to compliance with all applicable Legal Requirements, continue to manage one or more Facilities after the termination of this Lease and for so long thereafter as is necessary for Lessor or such Successor Operator to obtain all Required Governmental Approvals (provided that the term of any such continued management shall not exceed a period of twelve (12) months following the termination of this Lease), on such reasonable terms (which shall include an agreement to pay a commercially reasonable fee and to reimburse Lessee for its reasonable out-of-pocket costs and expenses and reasonable and administrative costs) as Lessor shall request.


 


In addition, upon request, Lessee shall promptly deliver copies of all books and records relating to the Leased Property of such Facility and all Capital Additions thereto and operations thereon to Lessor or such Successor Operator.


 


45.1.5     Successors and Assigns.  This Lease shall be binding upon Lessor and its successors and assigns and, subject to the provisions of Article XXIV, upon Lessee and its successors and assigns.


 


45.1.6     Force Majeure.  If Lessee shall fail to punctually perform any term, covenant or condition (other than those consisting of payments and other financial obligations, including, without limitation, the payment of Rent hereunder) to be performed by Lessee under this Lease as a result of any strike, lockout, labor dispute, inability to obtain labor or materials or reasonable substitutes for such labor or materials, act of God, governmental restrictions, regulations or controls, enemy or hostile government action, civil commotion, riot or insurrection, fire or other casualty or other events similar or dissimilar to those enumerated in this paragraph beyond Lessee’s reasonable control, then such failure to perform shall be excused and shall not be deemed a breach of this Lease and the time for Lessee to perform such term, covenant or condition shall be extended by an amount of time equal to the delay caused by the


 


94


 






  





  











  








 


event(s) described in this Section 45.1.6, but in no event shall any the time for performance of any such required term, covenant or condition be extended by more than sixty (60) days in the aggregate.


 


45.1.7     Confidentiality. Lessor and Lessee hereby acknowledge and agree that any information provided pursuant to this Lease is confidential and shall not be shared with any person, except for disclosures:  (a) to, so long as such Persons agree to maintain the confidential nature thereof, Lessor’s or Lessee’s actual or prospective (i) financing sources, (ii) purchasers, (iii) replacement tenants, (iv) partners, and (v) investors; (b) to legal counsel, accountants and other professional advisors to Lessor or Lessee so long as such Persons agree to maintain the confidential nature thereof; (c) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, to the extent necessary in support of motions, filings, or other proceedings in court as required to be undertaken pursuant to this Lease, or otherwise as required by applicable Legal Requirements; (d) in connection with reporting of Facility portfolio based performance and other Facility portfolio information in filings with Securities and Exchange Commission by Lessor and its Affiliates; and (e) in compliance with any filing requirements, regulations or other requirements of, or upon the request or demand of, any stock exchange (or other similar entity) on which Lessor’s or Lessee’s (or the Controlling Person(s) thereof) shares (or other equity interests) are listed, or of any other Governmental Authority having jurisdiction over either Lessor or Lessee.  For the avoidance of doubt and notwithstanding the foregoing, Lessor and Lessee acknowledge and agree that this Lease itself will be a publicly filed document; provided, however,  no schedules and/or exhibits hereto shall be publicly filed unless Lessor receives advice of counsel that filing is necessary to comply with applicable Legal Requirements.  In connection with any disclosures made pursuant to item (a) above, Lessor shall use commercially reasonable efforts to obtain confidentiality agreements from any parties to whom it discloses financial information or other sensitive business information regarding Lessee.


 


45.1.8     Termination Date.  If this Lease is terminated by Lessor or Lessee under any provision hereof with respect to any one or more (including all, if applicable) of the Facilities, and upon the expiration of the Term applicable to a Facility (collectively, the “termination date”), the following shall pertain:


 


(a)           Lessee shall vacate and surrender the Leased Property, any of Lessee’s Personal Property and Intangible Property (other than Lessee’s IP Intangibles) that Lessor has elected to acquire pursuant to Section 6.3, and all Capital Additions relating to the applicable Facility to Lessor in the condition required by Section 9.1.4.  Prior to such vacation and surrender, Lessee shall remove any items which Lessee is permitted or required to remove hereunder.  Lessee shall, at Lessee’s cost, repair any damage to such Leased Property and any Capital Additions caused by such vacation and/or removal of any items which Lessee is required or permitted hereunder to remove.  Any items which Lessee is permitted to remove but fails to remove prior to the surrender to Lessor of such Leased Property, Lessee’s Personal Property, and Intangible Property (other than Lessee’s IP Intangibles) and Capital Additions shall be deemed abandoned by Lessee, and Lessor may retain or dispose of the same as Lessor sees fit without claim by Lessee thereto or to any proceeds thereof.  If Lessor elects to remove and dispose of any such items abandoned by Lessee, the cost of such removal and disposal shall be an Additional Charge payable by Lessee to Lessor upon demand.


 


95


 






  





  











  








 


(b)           Without limiting the provisions of Section 45.1.1 above, upon any such termination or expiration of this Lease with respect to a Facility, the following shall pertain:


 


(i)            Lessee agrees to defend, protect, indemnify, defend and hold harmless Lessor and its Affiliates from and against any and all claims, costs, losses, expenses, damages, actions, and causes of action for which Lessee is responsible under this Lease (including Lessee’s indemnification obligations under Articles XXIII and XXXVII) and which accrue or have accrued on or before the termination date.


 


(ii)           Lessee shall remain liable for the cost of all utilities used in or at the Leased Property and any Capital Additions relating to such Facility through the termination date and accrued and unpaid, whether or not then billed, as of the termination date until full payment thereof by Lessee.  Lessee shall obtain directly from the companies providing such services closing statements for all services rendered through the termination date and shall promptly pay the same.  If any utility statement with respect to such Leased Property and any Capital Additions includes charges for a period partially prior to and partially subsequent to the termination date, such charges shall be prorated as between Lessor and Lessee, with Lessee responsible for the portion thereof (based upon a fraction the numerator of which is the number of days of service on such statement through the termination date and the denominator of which is the total number of days of service on such statement) through the termination date and Lessor shall be responsible for the balance.  The party receiving any such statement which requires proration hereunder shall promptly pay such statement and the other party shall, within ten (10) days after receipt of a copy of such statement, remit to the party paying the statement any amount for which such other party is responsible hereunder.


 


(iii)          Lessee shall remain responsible for any and all Impositions imposed against the Leased Property, the Personal Property and any Capital Additions with a lien date prior to the termination date (irrespective of the date of billing therefor) and for its pro rata share of any Impositions imposed in respect of the tax-fiscal period during which the Term terminates as provided in Section 4.1.7, and Lessee shall indemnify and hold Lessor harmless with respect to any claims for such Impositions or resulting from nonpayment thereof.


 


(iv)          Lessee shall (y) execute all documents and take any actions reasonably necessary to (1) cause the transfer to Lessor of any of Lessee’s Personal Property and Intangible Property (other than Lessee’s IP Intangibles) that Lessor has elected to acquire and any Capital Additions not owned by Lessor, to the extent provided in Section 6.3, in each case free of any encumbrance, as provided in such Section 6.3, and (2) remove this Lease and/or any memorandum hereof as a matter affecting title to the Leased Property as provided in Article XXXVIII and (z) comply with its covenants set forth in Section 45.1.4.


 


(v)           Lessee shall continue to observe the covenants of Lessee set forth in Sections 7.4.1, 7.4.2 and 7.4.3 and any other covenant or agreement of Lessee in this Lease which is intended to survive the expiration or sooner termination of this Lease.


 


96


 


 


 


45.1.9     Governing Law.  THIS LEASE WAS NEGOTIATED IN THE STATE OF CALIFORNIA, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY.  ACCORDINGLY, IN ALL RESPECTS THIS LEASE (AND ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD OF PRINCIPLES OR CONFLICTS OF LAW) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, EXCEPT THAT ALL PROVISIONS HEREOF RELATING TO THE CREATION OF THE LEASEHOLD ESTATE AND ALL REMEDIES SET FORTH IN ARTICLE XVI RELATING TO RECOVERY OF POSSESSION OF THE LEASED PROPERTY OF ANY FACILITY (SUCH AS AN ACTION FOR UNLAWFUL DETAINER OR OTHER SIMILAR ACTION) SHALL BE CONSTRUED AND ENFORCED ACCORDING TO, AND GOVERNED BY, THE LAWS OF THE STATE IN WHICH THE LEASED PROPERTY OF SUCH FACILITY IS LOCATED.


 


[Remainder of page intentionally left blank]


 


97


 






  





  











  








 


45.1.10  Waiver of Trial by Jury.  EACH OF LESSOR AND LESSEE ACKNOWLEDGES THAT IT HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHTS TO TRIAL BY JURY UNDER THE CONSTITUTION OF THE UNITED STATES, THE STATE OF CALIFORNIA AND THE STATES IN WHICH THE LEASED PROPERTY OF ANY OF THE FACILITIES IS LOCATED.  EACH OF LESSOR AND LESSEE HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS LEASE (OR ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) OR (ii) IN ANY MANNER CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF LESSOR AND LESSEE WITH RESPECT TO THIS LEASE (OR ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREINAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; EACH OF LESSOR AND LESSEE HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY, AND THAT EITHER PARTY MAY FILE A COPY OF THIS SECTION WITH ANY COURT AS CONCLUSIVE EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 


LESSOR’S INITIALS:      KY  


 


LESSEE’S INITIALS:      EM  


 


45.1.11  Lessee Counterclaim and Equitable Remedies. Lessee hereby waives the right to interpose counterclaim in any summary proceeding instituted by Lessor against Lessee or in any action instituted by Lessor for unpaid Rent under this Lease.  In the event that Lessee claims or asserts that Lessor has violated or failed to perform a covenant of Lessor not to unreasonably withhold or delay Lessor’s consent or approval hereunder, or in any case where Lessor’s reasonableness in exercising its judgment is in issue, Lessee’s sole remedy shall be an action for specific performance, declaratory judgment or injunction, and in no event shall Lessee be entitled to any monetary damages for a breach of such covenant, and in no event shall Lessee claim or assert any claims for monetary damages in any action or by way of set-off defense or counterclaim, and Lessee hereby specifically waives the right to any monetary damages or other remedies in connection with any such claim or assertion.


 


45.1.12  Jurisdiction.  Each of Lessor and Lessee hereby submits to the exclusive jurisdiction of any state or federal court of competent jurisdiction located in Los Angeles County, California for purposes of all legal proceedings arising out of or relating to this Lease and the estates and relationships created hereby.  Each of Lessor and Lessee hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceedings brought in any such court and any claim that any such proceeding brought in any such court has been brought in an inconvenient forum.


 


98


 






  





  











  








 


45.1.13  Entire Agreement.  This Lease, the Exhibits, Schedules and Addendum hereto and such other documents as are contemplated hereunder, constitutes the entire agreement of the parties with respect to the subject matter hereof, and may not be changed or modified except by an agreement in writing signed by the parties. Lessor and Lessee hereby agree that all prior or contemporaneous oral understandings, agreements or negotiations relative to the leasing of the Leased Property are merged into and revoked by this Lease.


 


45.1.14  Headings.  All titles and headings to sections, subsections, paragraphs or other divisions of this Lease are only for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other contents of such sections, subsections, paragraphs or other divisions, such other content being controlling as to the agreement among the parties hereto.


 


45.1.15  Counterparts; Electronically Transmitted Signatures.  This Lease may be executed in any number of counterparts, each of which shall be a valid and binding original, but all of which together shall constitute one and the same instrument.  Signatures transmitted via facsimile or other electronic means (including emailed PDF files) may be used in place of original signatures on this Lease, and Lessor and Lessee both intend to be bound by such signatures hereto transmitted via facsimile or other electronic means.


 


45.1.16  Joint and Several.  If more than one Person is the Lessee under this Lease, the liability of such Persons under this Lease shall be joint and several.


 


45.1.17  Interpretation.  Both Lessor and Lessee have been represented by counsel and this Lease and every provision hereof has been freely and fairly negotiated.  Consequently, all provisions of this Lease shall be interpreted according to their fair meaning and shall not be strictly construed against any party.


 


45.1.18  Time of Essence.  Time is of the essence of this Lease and each provision hereof in which time of performance is established; provided, that the foregoing shall not abrogate (but shall be applicable to) any notice or cure periods otherwise expressly provided for in this Lease.


 


45.1.19  Further Assurances.  The parties agree to promptly sign all documents reasonably requested to give effect to the provisions of this Lease.  Lessor and Lessee hereby agree to reasonably cooperate to review and reconsider monetary threshold amounts set forth in this Lease (i.e., with respect to alterations, Section 16.1(p) and otherwise) from time to time to the extent reasonably necessary to reflect inflation, but without any obligation on Lessor or Lessee to agree to any amendment to this Lease as a result thereof.


 


45.1.20  Certain Events Resulting from Purchase Agreement Closing.


 


45.1.20.1               In the event that HCP or any of its Affiliates exercises such party’s right to cause the closing of the transactions contemplated by the Purchase Agreement to occur notwithstanding the fact that Lessee has not yet obtained all Required Governmental Approvals contemplated by this Lease, then notwithstanding the terms and provisions of Sections 7.2.1, 8.1, 16.1 and/or 41.1(f) hereof, no default shall exist hereunder as of the Commencement Date as result of Lessee’s failure to have obtained the subject Required


 


99


 






  





  











  








 


Governmental Approval(s) (all of which Required Governmental Approvals which have not been obtained, if applicable, are set forth on Schedule 45.1.20 hereto) on or before such date, nor shall any default thereafter arise under this Lease solely as a result of Lessee’s failure to have obtained such Required Governmental Approval(s), provided that Lessee exercises its commercially reasonable efforts to obtain (or, in the case of any Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee and any of its Affiliates, to cause such Affiliate to obtain) such Required Governmental Approval(s) as promptly as possible.  Nothing in the foregoing shall serve to relieve Lessee from the timely performance of any other obligation of Lessee set forth in this Lease (including, without limitation, all obligations with respect Required Governmental Approvals other than those set forth on Schedule 45.1.20).  For the avoidance of doubt, the inclusion of an item on Schedule 45.1.20 shall not constitute an agreement by the parties that such item (or type of item) is a Required Governmental Approval as such term is defined in this Lease.


 


45.1.20.2               Lessor and Lessee acknowledge the provisions of Section 12.21 of the Purchase Agreement.  Lessee is hereby designated as the transferee with respect to the items specified therein.  Lessee shall comply with the provisions of Section 12.21 of the Purchase Agreement.


 


45.1.20.3               The parties (a) acknowledge that Lessor and/or one or more Affiliates of Lessor may hereafter acquire a fee or leasehold interest in one or more additional facilities pursuant to the Purchase Agreement and (b) agree that, concurrently with the acquisition of any such interest in any such facility, the parties shall execute and deliver (i) an amendment to this Lease (x) including such facility in the “Leased Property”, (y) including, if applicable, the Affiliate acquiring such interest in the definition of “Lessor” and (y) amending, as applicable, the Exhibits and Schedules hereto to reflect the inclusion of such facility in the “Leased Property” or (ii) if necessary to comply with requirements of loans encumbering such interest and/or to comply with applicable licensing or other regulatory requirements, a separate lease substantially in the form of this Lease with such modifications to such form as may be reasonably agreed upon by the parties to reflect the fact that such lease will demise a single facility.


 


45.1.20.4               The parties acknowledge that Lessee is currently performing the refurbishment project identified on Schedule 10.1 with respect to the additional facility described in Section 45.1.20.3 which is located in Corona, California, and is commonly known as Crowne Pointe.  In the event that Lessor and/or one or more Affiliates of Lessor acquires such facility pursuant to the Purchase Agreement and the parties amend this Lease to include, or enter into a new lease with respect to, such facility in accordance with Section 45.1.20.3, any and all out-of-pocket costs actually incurred by Lessee in connection with such project from and after the Commencement Date shall be deemed to constitute Costs of the Planned Capital Refurbishment Projects (and shall be credited against the Planned Capital Refurbishment Project Amount in accordance with Section 9.8.2.1), provided that (a) Lessee shall have complied with the provisions of Section 9.8 with respect to such project from and after the Commencement Date as if such project were a Planned Capital Refurbishment Project (it being understood that the performance of such project shall be deemed to have been approved by Lessor) and (b) such costs shall not have been invoiced prior to the Commencement Date and shall not exceed in the aggregate Six Million Nine Hundred Thousand Dollars ($6,900,000).


 


100


 






  





  











  








 


45.1.20.5               The parties shall cooperate reasonably and in good faith to revise as appropriate, within thirty (30) days after the date hereof, the legal descriptions of the Land set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3 and shall execute and deliver an amendment to this Lease reflecting the revisions agreed upon by the parties immediately after such revisions are so agreed upon.


 


ARTICLE XLVI.


 


46.1        Provisions Relating to Master Lease.  Lessor and Lessee hereby acknowledge and agree that, except as otherwise expressly provided herein to the contrary and for the limited purposes so provided, this Lease is and the parties intend the same for all purposes to be treated as a single, integrated and indivisible agreement and economic unit.  Lessee acknowledges that in order to induce Lessor to lease the Leased Property of each Facility to Lessee pursuant to this Lease and as a condition thereto, Lessor insisted that the parties execute this Lease, thereby covering all of the Facilities in a single, integrated and indivisible agreement and economic unit, and that but for such agreement Lessor would not have leased the Leased Property of the Facilities to Lessee under the terms and conditions set forth herein.  Lessee is deriving substantial economic benefit from the transactions being consummated contemporaneously with this Lease and acknowledges that the Lease, including its nature as a single, indivisible, integrated and unitary agreement covering all of the Leased Properties, is an essential element of the transactions contemplated by and effectuated pursuant to the Purchase Agreement, without which HCP and its applicable Affiliates would not enter into the transactions contemplated by the Purchase Agreement.


 


46.2        Treatment of Lease.  Except as otherwise required by Legal Requirements or any accounting rules or regulations, Lessor and Lessee hereby acknowledge and agree that this Lease shall be treated as an operating lease for all purposes and not as a synthetic lease, financing lease or loan, and that Lessor shall be entitled to all the benefits of ownership of the Leased Property, including depreciation for all federal, state and local tax purposes.


 


ARTICLE XLVII.


 


47.1        California State Law Provisions.  With respect to any Leased Property located in the State of California, Lessor and Lessee hereby agree as follows:


 


47.1.1     Waiver of Statutory Rights Concerning Damage or Destruction.  The provisions of this Lease, including, without limitation, Article XIV hereof, constitute an express agreement between Lessor and Lessee with respect to any and all damage to, or destruction of, all or any part of the Leased Property, and any statute or regulation of the State in which the Leased Property is located, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, shall have no application to this Lease or any damage or destruction to all or any part of the Leased Property and Lessee hereby waives any and all rights it might otherwise have pursuant to any such statute or regulation, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code.


 


101


 






  





  











  








 


47.1.2     Waiver of Statutory Rights Concerning Condemnation.  The provisions of this Lease, including, without limitation, Article XV hereof, constitute an express agreement between Lessor and Lessee with respect to any taking by power of eminent domain or condemnation (or deed in lieu thereof) and any statute or regulation of the State in which the Leased Property is located, including, without limitation, Section 1265.130 of the California Code of Civil Procedure, with respect to any rights or obligations concerning any such taking or condemnation (or deed in lieu thereof) shall have no application to this Lease and Lessee hereby waives any and all rights it might otherwise have pursuant to any such statute or regulation, including, without limitation, Section 1265.130 of the California Code of Civil Procedure.


 


47.1.3     Waiver of Statutory Rights to Make Repairs.  Lessee acknowledges that Lessor has no obligations under this Lease or otherwise to make any repairs, replacements, alterations, restorations or renewals of any nature to the Leased Property.  Accordingly, Lessee hereby waives and releases its right to make repairs at Lessor’s expense under Sections 1941 and 1942 of the California Civil Code; or under any similar law, statute, or ordinance now or hereafter in effect.


 


47.1.4     California Remedies.  Lessor shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations).  Accordingly, if Lessor does not elect to terminate this Lease on account of any Event of Default by Lessee as provided in Article XVI above, Lessor may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all rent as it becomes due.


 


47.2        Connecticut State Law Provisions.  TENANT, FOR ITSELF AND ALL PERSONS CLAIMING THROUGH OR UNDER IT, HEREBY ACKNOWLEDGES THAT THIS LEASE CONSTITUTES A COMMERCIAL TRANSACTION, AS SUCH TERM IS USED AND DEFINED IN SECTION 52-278 OF THE CONNECTICUT GENERAL STATUTES, AND HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS WHICH ARE OR MAY BE CONFERRED UPON TENANT BY SAID STATUTORY PROVISION TO ANY NOTICE OR HEARING PRIOR TO A PREJUDGMENT REMEDY


 


47.3        Waiver of Kentucky Holdover Law.  With respect to any Leased Property located in the State of Kentucky, Lessor and Lessee acknowledge and agree that agree that Section 20.1 shall operate in lieu of any applicable holdover provision prescribed under Kentucky law.


 


47.4        Minnesota State Law Provisions.  Lessor and Lessee agree that this Lease is not a “residential” lease within the meaning of or for the purposes of Minnesota Statutes Chapter 504B.  Lessor’s rights to access the Leased Property pursuant to this Lease, including pursuant to Sections 9.7 and 26.1, are limited by Minnesota Statutes Section 504B.211 as to the rights of Lessee’s tenants and residents under applicable Occupancy Arrangements.


 


47.5        Mississippi State Law Provision.  Lessee waives the benefits of Miss.


 


102


 






  





  











  








 


Code Ann. § 89-7-3, if any, to abate rent after destruction other than as expressly provided in this Lease.


 


47.6        Montana State Law Mold Disclosure.  Lessor hereby notifies Lessee as follows:


 


There are many types of mold.  Inhabitable properties are not, and cannot be, constructed to exclude mold.  Moisture is one of the most significant factors contributing to mold growth.  Information about controlling mold growth may be available from your county extension agent or health department.  Certain strains of mold may cause damage to property and may adversely affect the health of susceptible persons, including allergic reactions that may include skin, eye, nose, and throat irritation.  Certain strains of mold may cause infections, particularly in individuals with suppressed immune systems.  Some experts contend that certain strains of mold may cause serious and even life-threatening diseases.  However, experts do not agree about the nature and extent of the health problems caused by mold or about the level of mold exposure that may cause health problems.  The Centers for Disease Control and Prevention is studying the link between mold and serious health conditions.  The seller, landlord, seller’s agent, buyer’s agent, or property manager cannot and does not represent or warrant the absence of mold.  It is the buyer’s or tenant’s obligation to determine whether a mold problem is present.  To do so, a buyer or tenant should hire a qualified inspector and make any contract to purchase, rent, or lease contingent upon the results of that inspection.  A seller, landlord, seller’s agent, buyer’s agent, or property manager who provides this mold disclosure statement, provides for the disclosure of any prior testing and any subsequent mitigation or treatment for mold, and discloses any knowledge of mold is not liable in any action based on the presence of or propensity for mold in a building that is subject to any contract to purchase, rent, or lease.


 


47.7        Nevada State Law Provisions.  Prior to the commencement of any work of improvement which may be the subject of a lien under the provisions of Nevada Revised Statutes (for purposes of this Section 47.7, “NRS”) 108.221 et seq., Lessee shall satisfy the requirements of NRS 108.2403.  Without limiting the foregoing, if required by Nevada law, before Lessee may cause a work of improvement to be constructed, altered or repaired upon the Leased Property located in the State of Nevada, Lessee shall (1) record a notice of posted security with the Clark County Recorder and (2) either (a) establish a construction disbursement account and (i) fund the account in an amount equal to the total cost of the work of improvement, but in no event less than the total amount of the prime contract, (ii) obtain the services of a construction control to administer the construction disbursement account and (iii) notify each person who gives Lessee a notice of right to lien of the establishment of the construction disbursement account or (b) record a surety bond for the prime contract that meets the requirements of NRS 108.2415(2) and notify each person entitled to notice thereof pursuant to NRS 108.2403(2)(f).  As used herein, the terms “work of improvement” and “prime contract” have the meanings given them in NRS 108.221 et seq.


 


103


 






  





  











  








 


47.8        New Mexico State Law Provisions.  With respect only to the Leased Property located in the State of New Mexico, Lessor and Lessee hereby agree as follows:


 


47.8.1     Limitation on Indemnification.  The parties reaffirm their intent that this Lease be governed by, and construed in accordance with, the law chosen in Section 45.1.9 above.  Nevertheless, to the extent, if at all, that any provision contained in this Lease or in any related documents requiring one party to indemnify, hold harmless, insure, or defend another party (including such other party’s employees or agents) is found to be within the scope of NMSA 1978, § 56-7-1, as amended from time to time, or in any way subject to, or conditioned upon consistency with, the provisions of NMSA 1978, § 56-7-1, as amended from time to time, for its enforceability, then such provision, regardless of whether it makes reference to this or any other limitation provision, shall: (a) not extend to liability, claims, damages, losses or expenses, including attorney fees, arising out of bodily injury to persons or damage to property caused by or resulting from, in whole or in part, the negligence, act or omission of the indemnitee or additional insured, as the case may be, its officers, employees or agents; (b) be enforced only to the extent that the liability, damages, losses or costs are caused by, or arise out of, the acts or omissions of the indemnitor or its officers, employees or agents; and (c) be further modified, if required, by the provisions of NMSA 1978, § 56-7-1(B), as amended from time to time.  Further, notwithstanding any other term or condition of this Agreement, to the extent, if at all, that any agreement, covenant, or promise to indemnify another party (including such party’s employees or agents) contained herein or in any related documents, is found to be within the scope of NMSA 1978, § 56-7-2, as amended from time to time, or in any way subject to, or conditioned upon consistency with, the provisions of NMSA 1978, § 56-7-2, as amended from time to time, for its enforceability, then, regardless of whether it makes reference to this or any other limitation provision, such agreement is not intended to, and it does not, indemnify such indemnitee against loss or liability for damages arising from: (i) the sole or concurrent negligence of such indemnitee or the agents or employees of such indemnitee; (ii) the sole or concurrent negligence of an independent contractor who is directly responsible to such indemnitee; or (iii) an accident that occurs in operations carried on at the direction or under the supervision of such indemnitee, an employee or representative of such indemnitee or in accordance with methods and means specified by such indemnitee or the employees or representatives of such indemnitee.


 


47.8.2     Permitted Contest under Article XII of Mechanic’s or Materialmen’s Lien in New Mexico.  If, under Article XII of this Lease, Lessee desires in good faith to contest the validity or correctness of any mechanic’s or materialmen’s lien on the Leased Premises in New Mexico, it may do so with diligence pursuant to NMSA 1978, § 48-2-9 (2007), as amended from time to time, or any successor statute, by filing in the New Mexico state district court for the judicial district in which the Leased Premises are located a petition to cancel lien, depositing such security with the court as may be ordered and thereafter obtaining and filing in the court action, as well as recording in the real property records of the county in which the Leased Premises are located, the court’s order canceling the lien, and Lessor shall cooperate to whatever extent may be necessary, provided only that Lessee shall indemnify, defend and hold Lessor, its Affiliates, and the Leased Premises harmless against any costs, loss, liability or damage on account thereof, including reasonable attorneys’ fees.


 


47.8.3     Notice of Non-Responsibility of Lessor for Construction on


 


104


 






  





  











  








 


Premises by Lessee.  To the maximum extent permitted by law, the interest of Lessor in the Leased Property shall not be subject to liens for improvements made by or for the account of Lessee, for which Lessee shall provide due notice to all parties who provide any services or materials with respect to any work on the Leased Property.  Further, Lessee shall, on or before the commencement of any material construction on the Leased Property, send to Lessor a form of notice of non-responsibility to be executed and notarized by Lessor in a timely manner, consistent with the provisions of NMSA 1978, §48-2-11 (1953), as amended from time to time, and any other applicable provisions of New Mexico law relating to exempting the Lessee’s interest under the Lease from any claim of lien arising out of Lessee’s construction on such Leased Property.  Promptly following the receipt of a duly executed and notarized notice of non-responsibility, Lessee shall record the original in the records of the county clerk of the county in which such Leased Property is located sand post copies of the same on the Leased Property, as required by law.


 


47.8.4     Landlord’s Lien.  Upon the occurrence of an Event of Default, Lessor’s remedies shall include, in addition to those provided for in the Lease, all other rights and remedies provided by law or equity, including, without limitation, a landlord’s lien under NMSA 1978, § 48-3-5 (1995), as amended, and under any other applicable law, to which Landlord may resort cumulatively or in the alternative.


 


47.8.5     Supplement to Provision for a Receiver in Section 16.4 Above.  Section 16.4 is supplemented with the addition of this provision.  Upon the occurrence and during the continuance of an Event of Default, subject to the provisions of NMSA 1978, §§44-8-1 through 44-8-10 (1995 & 1996), as amended from time to time, and Rule 1-066 NMRA, to the extent applicable, as well as any other applicable law), Lessor shall have the right to apply to a court of competent jurisdiction for and obtain appointment of a receiver of the Leased Property as a matter of strict right and without regard to the adequacy of the security for the repayment of Lessee’s obligations under the Lease, the issuance or declaration of a notice of default, and Lessee hereby consents to such appointment.


 


47.8.6     Grant of Security Interest in Rents Under Section 16.9.1 Subject to Assignment of Rents Act.  Lessor shall have all the rights and powers provided for under the Uniform Assignment of Rents Act, NMSA 1978, §§56-15-1 through 56-15-19 (2012), as amended from time to time, and the provisions in this Lease including Lessee’s grant to Lessor of a security interest in rents and leases of the Leased Property are subject to the terms of such act (including those provisions of such act acknowledging the rights of the parties to bind themselves to their own agreements on certain matters covered by such act), to the extent applicable, as well as any other applicable law.


 


47.9        Oregon State Law Provisions.  With respect only to the Leased Property located in the State of Oregon, Lessor and Lessee hereby agree as follows:


 


47.9.1     Exercise of Remedies by Lessor.  Upon the occurrence and during the continuance of any Event of Default (after expiration of any applicable notice and/or grace periods), Lessor, without further notice except as required by applicable law, may repossess the Facility from which the Event of Default emanated, if any, or that Lessor, in its reasonable discretion, determines is affected by the Event of Default pursuant to Section 16.2.  Lessor may


 


105


 






  





  











  








 


take such actions by any means provided by law, including summary or eviction proceedings, ejectment or otherwise, and may remove Lessee and all other persons and any and all property from the same.  The exercise of such rights will not require that the Lease be previously terminated with respect to such Facility.


 


47.9.2     Additional Rights of Lessor Upon Event of Default.  If any Event of Default occurs, whether or not Lessor retakes possession or relets a Facility, and without requiring that Lessor first terminate the Lease with respect to a Facility from which the Event of Default emanated, if any, or that Lessor, in its reasonable discretion, determines is affected by the Event of Default pursuant to Section 16.2, Lessor may recover all reasonable, necessary and actually incurred damages caused by the Event of Default (including, but not limited to, unpaid rent, the costs of reletting, and other sums referenced in this Lease in connection with the Event of Default or any such reletting).  Landlord may sue periodically to recover such damages as they accrue during the remainder of the Term without barring a later action for further damages.


 


47.10      Pennsylvania State Law Provisions.  Lessee waives the right to any notices to quit as may specified in the Landlord and Tenant Act of Pennsylvania, Act of April 6, 1951, as amended, or any similar or successor provision of law, and agrees that five (5) days’ notice shall be sufficient in any case where a longer period may be statutorily specified.


 


47.11      Texas State Law Provisions.  With respect to any Leased Property located in the State of Texas, Lessor and Lessee each acknowledge, on its own behalf and on behalf of its successors and assigns, as follows:


 


47.11.1  Waiver of Texas Consumer Rights Statute.  The Texas Deceptive Trade Practices Consumer Protection Act, subchapter E of Chapter 17 of the Texas Business and Commerce Code (for purposes of this Section 47.11.1, “DTPA”), as amended, is not applicable to this Lease.  Accordingly, the rights and remedies of Lessor and Lessee with respect to all acts or practices of the other, past, present, or future, in connection with this Lease shall be governed by legal principles other than the DTPA.  Lessor and Lessee each hereby waives its rights under the DTPA, a law that gives consumers special rights and protections.  After consultation with an attorney of its own selection, each of Lessor and Lessee voluntarily consents to this waiver.


 


47.11.2  Waiver of Lessee Lien.  Lessee waives any right which it may have to a lien against any portion of the interest of Lessor in the Leased Property pursuant to Section 91.004 of the Texas Property Code.


 


47.12      Virginia State Law Provisions.  The parties agree that this Lease shall be deemed a “deed of lease” for the purposes of Section 55.2 of the Code of Virginia (1950), as amended.


 


47.13      Washington State Law Provisions.  With respect only to the Leased Property located in the State of Washington, Lessor and Lessee hereby agree as follows:


 


47.13.1  Indemnification Modifications.  The parties reaffirm their intent that this Lease be governed by, and construed in accordance with, the law chosen in Section 45.1.9 above.  Nevertheless, in compliance with RCW 4.24.115 as in effect on the date of this Lease, to the extent, if at all, that any provisions of this Lease pursuant to which Lessor or Lessee


 


106


 


 


 


(for purposes of this Section 47.13.1, the “Indemnitor”) agrees to indemnify the other (for purposes of this Section 47.13.1, the “Indemnitee”) against liability for damages arising out of bodily injury to persons or damage to property relative to the construction, alteration or repair of, addition to, subtraction from, improvement to, or maintenance of, any building, road, or other structure, project, development or improvement attached to real estate, including the Leased Property, is found to be within the scope of RCW 4.24.115, or in any way subject to, or conditioned upon consistency with, the provisions of RCW 4.24.115, for its enforceability, then such provision (regardless of whether it makes reference to this or any other limitation provision): (a) shall not apply to damages caused by or resulting from the sole negligence of the Indemnitee, its agents or employees and (b) to the extent caused by or resulting from the concurrent negligence of (i) the Indemnitee or the Indemnitee’s agents or employees, and (ii) the Indemnitor or the Indemnitor’s agents or employees, shall apply only to the extent of the Indemnitoris negligence; provided, however, the limitations on indemnity set forth in this Section 47.13.1 shall automatically and without further act by either Lessor or Lessee be deemed amended so as to remove any of the restrictions contained in this Section 47.13.1 no longer required by then applicable law.


 


47.13.2  Waiver of Worker’s Compensation Immunity.  Solely for the purpose of effectuating Lessee’s indemnification obligations under this Lease, and not for the benefit of any third parties (including but not limited to employees of Lessee), Lessee specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW, if applicable.  Furthermore, the indemnification obligations under this Lease shall not be limited in any way by any applicable limitation on the amount or type of damages, compensation or benefits payable to or for any third party under worker compensation acts, disability benefit acts or other employee benefit acts now or hereafter in effect in the State of Washington.  The parties acknowledge that the foregoing provisions of this paragraph have been specifically and mutually negotiated between the parties.


 


47.13.3  Reentry of Premises.  Should Lessor reenter any Facility under any provisions of this Lease relating to an Event of Default by Lessee hereunder, Lessor shall not be deemed to have terminated this Lease, or the liability of Lessee to pay the Rent thereafter accruing, or to have terminated Lessee’s liability for damages under any of the provisions of this Lease, by any such reentry or by any action, in unlawful detainer or otherwise, to obtain possession of such Facility, unless Lessor shall have notified Lessee in writing that Lessor had elected to terminate this Lease.  Lessee further covenants that the service by Lessor of any notice pursuant to the unlawful detainer statutes of the State of Washington and/or the surrender of possession pursuant to such notice shall not (unless Lessor elects to the contrary at the time of or at any time subsequent to the serving of such notices and such election is evidenced by a written notice to Lessee) be deemed to be a termination of this Lease.


 


47.13.4  No Authority to Cause Liens.  Notwithstanding anything to the contrary contained elsewhere in this Lease, Lessee shall have no right or authority to cause or allow any Facility or the Lessor’s estate or interest therein or in and to this Lease to be subjected to any such lien.


 


47.13.5  Washington Licensure Laws.  Notwithstanding anything to the contrary in any of Sections 6.3, 16.9, 16.10, 26.1 or 45.1.4, solely with respect to the Leased


 


107


 






  





  











  








 


Property located in the State of Washington, the following provisions shall apply subject to the limitations specifically set forth below:


 


47.13.5.1               Unless otherwise permitted by the applicable requirements of Washington law governing the licensing of facilities providing long-term care or assisted-living services, as the same may be amended or modified from time to time during the Term (for purposes of this Section 47.13.5, the “Washington Licensure Laws”), there shall be no transfer or assignment of Lessee’s boarding home licenses to any other party upon default, termination or otherwise, it being understood and agreed that under Washington law a boarding home license is not transferable; provided, however, that nothing herein shall be construed as prohibiting a new operator from securing a license to operate the applicable Facility in its own name; and provided, further, that Lessee shall, upon request and at no cost to Lessee, cooperate in any such successor operator’s licensure efforts.


 


47.13.5.2               Unless otherwise permitted by the Washington Licensure Laws, there shall be no transfer of resident agreements or records related to any Facility located in the State of Washington to any party upon termination of this Lease without such other party first being licensed to operate the applicable Facility in compliance with applicable Washington law.


 


47.13.5.3               Unless otherwise permitted by the Washington Licensure Laws, no party other than Lessee (or its agent) or other parties authorized by law shall have the right to review resident records at any Facility located in the State of Washington.


 


47.13.5.4               Unless otherwise permitted by the Washington Licensure Laws, the operational responsibility for the Facilities located in the State of Washington shall be vested only in an operator that is licensed in compliance with applicable State law.


 


47.13.5.5               For the avoidance of doubt, nothing in this Section 47.13.5 is intended to prohibit Lessor from applying for the appointment of a receiver in accordance with Section 16.4 and the requirements of applicable law, including, if applicable, the Washington Licensure Laws.


 


47.14      Local Law Provisions.  None of the foregoing provisions of this Article XLVII relating to the rights and obligations of the parties under the laws of any State in which Leased Property is located shall be construed in any respect (by implication or otherwise) to affect (a) the intention of the parties that this Lease be governed by, and construed in accordance with, the law specified in Section 45.1.9 or (b) any of the rights or obligations of the parties not governed by the laws of such State.


 


47.15      Performance of Lessee’s Obligations.  Lessor hereby acknowledges and agrees that Lessee may, in each case, to the extent permitted by and undertaken in accordance with applicable Legal Requirements, satisfy its obligation to perform any term or provision of this Lease (including the items with respect to which representations and warranties are made) by causing any Occupant to perform the same in accordance with all requirements of this Lease on Lessee’s behalf; provided, that nothing in the foregoing is intended (nor shall it be deemed or construed) to relieve Lessee of the continuing obligation to timely pay and/or perform each of its


 


108


 






  





  











  








 


obligations and agreements hereunder and to comply with all requirements hereof and Lessee shall remain fully liable in all respects for the performance of its obligations hereunder in accordance with the terms hereof.


 


[Signature page follows]


 


109


 






  





  











  








 


IN WITNESS WHEREOF, the parties have caused this Lease to be executed and attested by their respective officers thereunto duly authorized.


 


LESSEE:


 


EMERITUS CORPORATION, a Washington corporation


 


 



	
By:

	
/s/ Eric Mendelsohn

	  
	
Name: Eric Mendelsohn

	  
	
Title:   SVP Corporate Development

	  





 


[Signature pages continue on next page]


 


Signature Page to Master Lease and Security Agreement


 


 






  





  











  








 


LESSOR:


 


HCPI TRUST, a Maryland real estate investment trust,


HCP SH ELP1 PROPERTIES, LLC, a Delaware limited liability company,


HCP SH ELP2 PROPERTIES, LLC, a Delaware limited liability company,


HCP SH ELP3 PROPERTIES, LLC, a Delaware limited liability company,


HCP SH LASSEN HOUSE, LLC, a Delaware limited liability company,


HCP SH MOUNTAIN LAUREL, LLC, a Delaware limited liability company,


HCP SH MOUNTAIN VIEW, LLC, a Delaware limited liability company,


HCP SH OAKRIDGE, LLC, a Delaware limited liability company,


HCP SH RIVER VALLEY LANDING, LLC, a Delaware limited liability company, and


HCP SH SELLWOOD LANDING, LLC, a Delaware limited liability company


 


 



	
By:

	
/s/ Kendall K. Young

	  
	
Name: Kendall K. Young

	  
	
Title:   Executive Vice President

	  





 


HCP SENIOR HOUSING PROPERTIES TRUST, a Delaware statutory trust,


 


By: HCP Senior Housing Properties, LLC, its Managing Trustee


 


 



	
By:

	
/s/ Kendall K. Young

	  
	
Name: Kendall K. Young

	  
	
Title:   Executive Vice President

	  





 


Signature Page to Master Lease and Security Agreement


 


 






  





  











  








 


EXHIBIT A-1


 


(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 


[See attached.]


 


Exhibit A-1


 


 


 


 


EXHIBIT A-1


 


(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 



	 	 	  	  	  	  	  	 	 	 	 	
Stable

	 	  	
Lease Term

	 	
Initial Annual


Allocated


Minimum

	 	 	
Allocated


Initial

	 
	
ID#

	 	
Facility


Name

	
Address

	
City

	
State

	
Lessor

	 	
Total


Units

	 	 	
/ Non-


Stable

	 	
Primary Intended Use

	
Initial

	
1st


Extension

	
2nd


Extension

	 	
Rent (in


$MM)

	 	 	
Investment


(in $MM)

	 
	
Lease Pool 1 Facilities

	  	  	  	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 
	 	 	  	  	  	  	  	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 
	 	555	 	
Azalea Gardens

	
100 Azalea Dr

	
Oxford

	
MS

	
HCP SH ELP1 Properties, LLC

	 	 	80	 	 	 	[	***]	
80-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	602	 	
Briarwood

	
4865 Main St

	
Springfield

	
OR

	
HCP SH ELP1 Properties, LLC

	 	 	126	 	 	 	[	***]	
4-unit cottage, 122-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
8 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	532	 	
Buckingham Estates

	
1824 Manchester Rd

	
Glastonbury

	
CT

	
HCP SH ELP1 Properties, LLC

	 	 	46	 	 	 	[	***]	
46-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	614	 	
Chandler Place

	
745 Dilworth Ln

	
Rock Hill

	
SC

	
HCP Senior Housing Properties Trust

	 	 	120	 	 	 	[	***]	
120-unit independent living and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	647	 	
Chesterley Court

	
1100 N 35th Ave

	
Yakima

	
WA

	
HCP SH ELP3 Properties, LLC

	 	 	14	 	 	 	[	***]	
14-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	648	 	
Chesterley Meadows

	
1100 N 35th Ave

	
Yakima

	
WA

	
HCP SH ELP1 Properties, LLC

	 	 	70	 	 	 	[	***]	
70-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
8 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	598	 	
Cougar Springs

	
1942 SW Canyon Dr

	
Redmond

	
OR

	
HCP SH ELP1 Properties, LLC

	 	 	88	 	 	 	[	***]	
2-unit cottage, 62-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
8 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	540	 	
Courtyard Gardens

	
1000 River Centre Pl

	
Lawrenceville

	
GA

	
HCP SH ELP1 Properties, LLC

	 	 	48	 	 	 	[	***]	
36-unit assisted living care, 12-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	624	 	
Eden Estates

	
1997 Forest Ridge Dr

	
Bedford

	
TX

	
HCP SH ELP1 Properties, LLC

	 	 	126	 	 	 	[	***]	
63-unit independent living, 63-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	635	 	
Emerald Pointe

	
995 S Regency Rd

	
Cedar City

	
UT

	
HCP SH ELP1 Properties, LLC

	 	 	55	 	 	 	[	***]	
42-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]





 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


EXHIBIT A-1


 


(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 



	 	 	  	  	  	  	  	 	 	 	 	
Stable

	 	  	
Lease Term

	 	
Initial Annual


Allocated


Minimum

	 	 	
Allocated


Initial

	 
	
ID#

	 	
Facility


Name

	
Address

	
City

	
State

	
Lessor

	 	
Total


Units

	 	 	
/ Non-


Stable

	 	
Primary Intended Use

	
Initial

	
1st


Extension

	
2nd


Extension

	 	
Rent (in


$MM)

	 	 	
Investment


(in $MM)

	 
	 	645	 	
Fishers Landing

	
17171 Southeast 22nd Dr

	
Vancouver

	
WA

	
HCP SH ELP1 Properties, LLC

	 	 	75	 	 	 	[	***]	
75-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	650	 	
Fox River

	
5800 Pennsylvania Ave

	
Appleton

	
WI

	
HCP SH ELP1 Properties, LLC

	 	 	80	 	 	 	[	***]	
62-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	544	 	
Georgian Place

	
355 Millard Farmer Industrial Blvd

	
Newnan

	
GA

	
HCP SH ELP1 Properties, LLC

	 	 	54	 	 	 	[	***]	
53-unit independent living, 21-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	608	 	
Grayson View Selinsgrove

	
29 Grayson View Ct

	
Selinsgrove

	
PA

	
HCPI Trust

	 	 	81	 	 	 	[	***]	
73-unit assisted living care, 8-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
3 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	610	 	
Hawthorne Inn at Greenville

	
20 Hawthorne Park Ct

	
Greenville

	
SC

	
HCP Senior Housing Properties Trust

	 	 	52	 	 	 	[	***]	
39-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	579	 	
Heritage Place

	
1380 N Heritage Ln

	
Tahlequah

	
OK

	
HCP SH ELP1 Properties, LLC

	 	 	39	 	 	 	[	***]	
39-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	604	 	
Lakeside

	
2201 N 3rd Ave

	
Stayton

	
OR

	
HCP SH ELP1 Properties, LLC

	 	 	62	 	 	 	[	***]	
62-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	605	 	
Lakeside Cottages

	
2201 N 3rd Ave

	
Stayton

	
OR

	
HCP SH ELP1 Properties, LLC

	 	 	12	 	 	 	[	***]	
12-unit cottage and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	618	 	
Legacy Crossing

	
910 Murfreesboro Rd

	
Franklin

	
TN

	
HCP SH ELP1 Properties, LLC

	 	 	124	 	 	 	[	***]	
124-unit independent living and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	616	 	
Lexington Gardens

	
190 McSwain Dr

	
West Columbia

	
SC

	
HCP Senior Housing Properties Trust

	 	 	72	 	 	 	[	***]	
72-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]





 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


EXHIBIT A-1


 


(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 



	 	 	  	  	  	  	  	 	 	 	 	
Stable

	 	  	
Lease Term

	 	
Initial Annual


Allocated


Minimum

	 	 	
Allocated


Initial

	 
	
ID#

	 	
Facility


Name

	
Address

	
City

	
State

	
Lessor

	 	
Total


Units

	 	 	
/ Non-


Stable

	 	
Primary Intended Use

	
Initial

	
1st


Extension

	
2nd


Extension

	 	
Rent (in


$MM)

	 	 	
Investment


(in $MM)

	 
	 	577	 	
Manchester House

	
2333 Manchester Dr

	
Oklahoma City

	
OK

	
HCP SH ELP3 Properties, LLC

	 	 	52	 	 	 	[	***]	
33-unit assisted living care, 19-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	599	 	
Manor House

	
3400 NW Edenbower Blvd

	
Roseburg

	
OR

	
HCP SH ELP3 Properties, LLC

	 	 	56	 	 	 	[	***]	
56-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	529	 	
Meadowlark

	
351 Bruce St

	
Yreka

	
CA

	
HCP SH ELP1 Properties, LLC

	 	 	72	 	 	 	[	***]	
58-unit assisted living care, 14-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	637	 	
Monroe House

	
46555 Harry Byrd Hwy

	
Sterling

	
VA

	
HCP SH ELP3 Properties, LLC

	 	 	70	 	 	 	[	***]	
70-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	560	 	
Northridge

	
5410 17th Ave

	
Kearney

	
NE

	
HCP SH ELP3 Properties, LLC

	 	 	113	 	 	 	[	***]	
73-unit independent living, 40-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	554	 	
Oak Tree Village

	
363 Jungermann Rd

	
Saint Peters

	
MO

	
HCP Senior Housing Properties Trust

	 	 	186	 	 	 	[	***]	
166-unit independent living, 20-unit cottage and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	523	 	
Peridot

	
211 Bradshaw Dr

	
Prescott

	
AZ

	
HCP SH ELP3 Properties, LLC

	 	 	102	 	 	 	[	***]	
102-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	620	 	
Remington House

	
640 Rock Springs Rd

	
Kingsport

	
TN

	
HCP SH ELP1 Properties, LLC

	 	 	50	 	 	 	[	***]	
50-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	606	 	
River Valley Landing

	
19200 SW 65Th Ave

	
Tualatin

	
OR

	
HCP SH River Valley Landing, LLC

	 	 	120	 	 	 	[	***]	
120-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	621	 	
Rose Terrace

	
6015 Primacy Pkwy

	
Memphis

	
TN

	
HCP SH ELP1 Properties, LLC

	 	 	48	 	 	 	[	***]	
48-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]





 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


 


EXHIBIT A-1


 


(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 



	 	 	  	  	  	  	  	 	 	 	 	
Stable

	 	  	
Lease Term

	 	
Initial Annual


Allocated


Minimum

	 	 	
Allocated


Initial

	 
	
ID#

	 	
Facility


Name

	
Address

	
City

	
State

	
Lessor

	 	
Total


Units

	 	 	
/ Non-


Stable

	 	
Primary Intended Use

	
Initial

	
1st


Extension

	
2nd


Extension

	 	
Rent (in


$MM)

	 	 	
Investment


(in $MM)

	 
	 	628	 	
Rosemont at Clearlake

	
14101 Bay Pointe Ct

	
Houston

	
TX

	
HCP SH ELP1 Properties, LLC

	 	 	91	 	 	 	[	***]	
67-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	470	 	
Sequoia Springs

	
2401 Redwood Way

	
Fortuna

	
CA

	
HCP SH ELP3 Properties, LLC

	 	 	80	 	 	 	[	***]	
66-unit assisted living care, 14-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	661	 	
Sequoia Springs Cottages

	
2401 Redwood Way

	
Fortuna

	
CA

	
HCP SH ELP3 Properties, LLC

	 	 	21	 	 	 	[	***]	
21-unit cottage and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
8 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	632	 	
Spring Creek Gardens

	
6410 Old Orchard Dr

	
Plano

	
TX

	
HCP SH ELP1 Properties, LLC

	 	 	65	 	 	 	[	***]	
44-unit assisted living care, 21-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	578	 	
Statesman Club

	
10401 Vineyard Blvd

	
Oklahoma City

	
OK

	
HCP SH ELP2 Properties, LLC

	 	 	137	 	 	 	[	***]	
137-unit independent living and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	646	 	
Stonebridge

	
7900 Ne Vancouver Mall Dr

	
Vancouver

	
WA

	
HCP SH ELP1 Properties, LLC

	 	 	60	 	 	 	[	***]	
60-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	537	 	
Terrace at Riverstone

	
125 Riverstone Terrace

	
Canton

	
GA

	
HCP SH ELP3 Properties, LLC

	 	 	93	 	 	 	[	***]	
65-unit assisted living care, 28-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
8 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	528	 	
The Palms

	
100 Sterling Ct

	
Roseville

	
CA

	
HCP SH ELP1 Properties, LLC

	 	 	101	 	 	 	[	***]	
86-unit assisted living care, 15-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	603	 	
Woodside Village

	
4851 Main St

	
Springfield

	
OR

	
HCP SH ELP1 Properties, LLC

	 	 	53	 	 	 	[	***]	
53-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	 	 	
Total Lease Pool 1 Facilities (39 Properties)

	 	 	2,994	 	 	 	 	 	  	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]





 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


 


EXHIBIT A-1


 


(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 



	 	 	  	  	  	  	  	 	 	 	 	
Stable

	 	  	
Lease Term

	 	
Initial Annual


Allocated


Minimum

	 	 	
Allocated


Initial

	 
	
ID#

	 	
Facility


Name

	
Address

	
City

	
State

	
Lessor

	 	
Total


Units

	 	 	
/ Non-


Stable

	 	
Primary Intended Use

	
Initial

	
1st


Extension

	
2nd


Extension

	 	
Rent (in


$MM)

	 	 	
Investment


(in $MM)

	 
	
Lease Pool 1 Potential Facility*

	  	  	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 
	 	 	  	  	  	  	  	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 
	 	587	 	
Hermiston Terrace

	
980 W Highland Ave

	
Hermiston

	
OR

	
HCP SH Hermiston Terrace, LLC

	 	 	57	 	 	 	[	***]	
57-unit assisted living care and such other uses necessary or incidental to such use

	
16 Years

	
10 Years

	
7 Years

	 	 	[	***]	 	 	[	***]





 


 


* The foregoing facility listed under the heading “Lease Pool 1 Potential Facility” may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date.  Such facility shall not constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property”.


 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Oxford, Emeritus at)


(Azalea Gardens)


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF LAFAYETTE, STATE OF MISSISSIPPI, AND IS DESCRIBED AS FOLLOWS:


 


A tract of land in the Northwest Quarter (NW 1/4) of Section 4, Township 9 South, Range 3 West, City of Oxford, Lafayette County, Mississippi, and being more particularly described as follows:


 


Beginning at a 1/2” rebar found located 8,294.09 feet South and 268.42 feet east of a concrete monument marking the Northwest Corner of the Southwest Quarter of Section 28, Township 8 South, Range 3 West; run thence due East for a distance of 520.58 feet to a 1/2” rebar found; run thence S 32° 19’02” E for a distance of 27.57 feet to a 1/2” rebar found; run thence S 53° 36’ 58” W for a distance of 32.08 feet to a 1/2” rebar found; run thence S 36° 23’ 02” E for a distance of 5.00 feet to a 1/2” rebar found; run thence S 57° 40’58” W for a distance of 108.35 feet to a 1/2” rebar found; run thence S 32° 19’ 02” E for a distance of 180.30 feet to a 1/2” rebar found; run thence due South for a distance of 52.73 feet to a 1/2” rebar found; run thence S 14° 04’20” W for a distance of 106.93 feet to a 1/2” rebar found; run thence due South for a distance of 105.01 to a 1/2” rebar found; run thence N 89° 22’ 31” W for a distance of 493.05 feet to 1/2” rebar found; run thence N 00° 11’ 42” E for a distance of 512.74 feet to the Point of Beginning of the herein described tract of land, said tract contains 5.81 acres, more or less.


 


Together with a perpetual right-of-way with the right to erect, construct, install, and thereafter use, operate, repair, maintain, replace a roadway and the necessary appurtenances thereto, together with the right of ingress and egress for the purposes for which the above mentioned rights are granted, on, over and across the following described property situated in Lafayette County, Mississippi, to-wit:


 


A tract of land being located in the Southwest Quarter (SW 1/4) of Section 33, Township 8 South, Range 3 West, and in the Northwest Quarter of Section 4, Township 9 South, Range 3 West, City of Oxford, Lafayette County, Mississippi, and being more particularly described as follows:


 


Beginning at a point being located 7,047.32 feet south and 2,149.92 feet east of a concrete monument marking the Northwest Corner of the Southwest Quarter of Section 28, township 8 South, Range 3 West, run thence S 08° 36’ 53” E for a distance of 98.84 feet toa point; run thence S 25° 11’ 50” W for a distance of 143.27 feet to a point on a curve to the right; run thence along said circular curve for a distance of 491.67 feet, with a radius of 506.92 feet, said curve having a chord bearing of S 52° 59’ 01” W and a chord distance of 472.62 feet to a point; run thence S 80° 46’ 10” W for a distance of 99.29 feet to a point on a circular curve to the left; run thence along said curve for a distance of 247.20 feet with a radius of 282.57 feet, said curve having a chord bearing of S 55° 42’ 26” W and a chord distance of 239.40 feet to a point; run thence S 30° 38’ 43” W for a distance of 157.39 feet to a point on a circular curve to the right; run thence along said circular curve for a distance of 281.64 feet with a radius of 702.50 feet, said curve having a chord bearing of S 42° 07’ 51” W and a chord distance of 279.76 feet to a point; run thence S 53° 36’ 58” W for a distance of 445.85 feet to a found 1/2” rebar, said point being the northeast corner of a 5.81 acre tract; run thence N 32° 19’ 02” W for a distance of 27.57 feet to a found 1/2” rebar; run thence due west for a distance of 46.36 feet to a point; run thence N 53° 36’ 58” E for a distance of 481.22 feet to a point on a circular curve to the left; run thence along said circular curve for a distance of 259.59 feet with a radius of 647.50 feet, said curve having a chord bearing of N 42° 07’ 51” E and a chord distance of 257.86 feet to a point; run thence N 30° 38’ 43” E for a distance of 157.39 feet to a point on a circular curve to the right, run thence along said circular curve for a distance of 295.32 feet with a radius of 337.57 feet, said curve having a chord bearing of N 55° 42’26” E and a chord distance of 285.99 feet to a point; run thence N 80° 46’ 10” E for a distance of 99.29 feet to a point on a circular curve to the left; run thence along said circular curve for a distance of 438.33 with a radius of 451.92 feet, said curve having a chord bearing of N 52° 59’ 01” E


 


 






  





  











  








 


LEGAL DESCRIPTION


(Oxford, Emeritus at)


(Azalea Gardens)


 


and a chord distance of 421.35 feet to a point; run thence N 25°11’50” E for a distance of 225.39 feet to the point of beginning, said tract contains 2.40 acres, more or less, within the herein described easement.


 


LESS AND EXCEPT:


 


A parcel of land in the Northwest Quarter (NW 1/4) of Section 4, Township 9 South, Range 3 West, City of Oxford, Lafayette County, Mississippi, and being more particularly described as follows:


 


Beginning at a point located 8,294.08 feet South and 788.80 feet East of a concrete monument marking the Northwest Corner of the Southwest Quarter (SW 1/4) of Section 28, Township 8 South, Range 3 West; run thence S 32° 19’ 02” E for a distance of 27.57 feet to a 1/2” rebar set; run thence S 53° 36’ 58” W for a distance of 32.08 feet to a 1/2” rebar set; run thence S 36° 23’02” E for a distance of 5.00 feet to a 1/2” rebar set; run thence S 57° 40’ 58” W for a distance of 21.85 feet to a 1/2” rebar set on a curve to the right; run thence along said curve to the right, said curve having a radius of 48.00 feet and an are length of 75.52 feet, a chord bearing of N 31° 27’ 11” W with a chord length of 67.97 feet to a 1/2” rebar set; run thence N 89° 56’ 58” E for a distance of 62.05 feet to the Point of Beginning of the herein described parcel of land, said parcel contains 0.07 acres of land, more or less.


 


AND ALSO DESCRIBED AS PER SURVEY:


 


A parcel of land lying in the Northwest Quarter of Section 4, Township 9 South, Range 3 West, City of Oxford, Lafayette County, Mississippi, and being more particularly described as follows:


 


Commence at the Northwest corner of the Southwest Quarter of Section 28, Township 8 South, Range 3 West, said Lafayette County; thence East 268.42 feet to a point; thence South 8294.09 feet to a 5/8” capped rebar set (SMW LS 02859) and the Point of Beginning; thence S 89° 29’ 22” E along the southerly line of Lots 2-6 and Lot A of The Azaleas P.U.D. Phase III, Part I as recorded in Plat Cabinet B, Sheet 15 in the Chancery Clerks Office for said Lafayette County, for a distance of 458.49 feet to a 5/8” capped rebar set (SMW LS 02859); thence along the westerly right-of-way line of the cul-de-sac of Azalea Drive with a curve to the left having an arc length of 75.61 feet, a radius of 48.00 feet, and a chord bearing and distance of S 30° 56’ 33” E for 68.03 feet to a 1/2” rebar found; thence leaving said westerly right-of-way line S 58° 11’ 36” W for a distance of 86.54 feet to a 5/8” capped rebar set (SMW LS 02859); thence S 31° 42’ 24” E along the westerly line of Lots 12-15 of Azalea Cove as recorded in Plat Cabinet B, Sheet 16 in the Chancery Clerks Office for said Lafayette County, for a distance of 180.86 feet to a 5/8” capped rebar set (SMW LS 02859); thence S 00° 30’ 38” W for a distance of 52.07 feet to a 1/2” rebar found at the southwest corner of said Lot 12; thence S 14° 34’ 58” W for a distance of 106.93 feet to a 5/8” capped rebar set (SMW LS 02859); thence S 00° 30’ 38” W along the westerly line of Lot 10 of said Azalea Cove for a distance of 105.01 feet to a 5/8” capped rebar set (SMW LS 02859) at the southwest corner of said Lot 10; thence N 88° 51’ 53” W for a distance of 493.05 feet to a 5/8” capped rebar set (SMW LS 02859); thence N 00° 42’ 20” E for a distance of 512.74 feet to the Point of Beginning. Said described parcel of land contains 5.78 acres, more or less.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Springfield - The Briarwood, Emeritus at)


(Briarwood)


 


Parcel 1, of LAND PARTITION PLAT NO. 99-P1265, Lane County Oregon Plat Records, in Lane County, Oregon.


 


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Buckingham Estates Memory Care Community)


 


Address: 1824 Manchester Road


City/Town: Glastonbury


County: Hartford


State: CT


 


A certain piece or parcel of land, with the buildings and improvements thereon and appurtenances thereto, located on the southerly side of Manchester Road (Conn. Rte. 83) in the Town of Glastonbury, County of Hartford and State of Connecticut, shown as “Parcel B Area” on a map or plan entitled “ALTA/ACSM Land Title Survey Development Plan for Parcels A, B, and C Prepared for ALS - Northeast LLC Glastonbury, Conn. Date: 5-25-99 Scale: 1’ = 80’ Map No. 109-97-1Y”, revised 8-5-99, made by Megson & Heagle, Civil Engineers & Land Surveyors, which map is on file in the Glastonbury Town Clerk’s Office as Map #6088A. Said Parcel B is more particularly described as follows:


 


Beginning at a point in the southerly street line of Manchester Road located 315.98 feet southwesterly of a highway monument, said point marks the northeasterly corner of land shown as “Parcel A” on said map, and the northwesterly corner of the parcel herein described; thence running N 81° 13’ 20” E for a distance of 315.98 feet to a point marked by said monument; thence running along a curve to the right with a central angle of 00° 50’ 51”, a radios of 3567.00 feet for a distance of 52.76 feet to a point, the last two courses being along the street line of Manchester Read; thence running S 23° 00’ 00” W for a distance of 58.44 feet to a point; thence running S 10° 55’ 25” E for a distance of 76.65 feet to a point; thence running S 33° 15’ 00” E for a distance of 519.81 feet to a point; thence running S 13° 17’ 35” E for a distance of 424.59 feet to a point; thence running S 71° 15’ 40” W for a distance of 15.37 feet to a point; thence running S 79° 10’ 20” W for a distance of 195.21 feet to a point; thence running S 88° 44’ 10” W for a distance of 96.50 feet to a point, the last seven courses being along land shown as “Parcel C” on said map; thence running N 84° 40’ 30” W along land shown as “Parcel C” and land shown as “Parcel A” on said map, in part by each, for a distance of 343.94 feet to a point; thence running N 07° 03’ 00” W for a distance of 634.60 feet to a point; thence running N 07° 40’ 20” W for a distance of 166.68 feet to a point; thence running N 16° 30’ 00” E for a distance of 61.05 feet to a point; thence N 07° 40’ 20” W for a distance of 80.12 feet to the point or place of beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Chandler Place Retirement Community)


 


Real property in the City of Rock Hill, County of York, State of South Carolina, described as follows:


 


ALL THOSE CERTAIN PIECES, PARCELS OR TRACTS OF LAND, WITH ANY IMPROVEMENTS THEREON, SITUATE, LYING, AND BEING LOCATED IN THE CITY OF ROCK HILL, COUNTY OF YORK, STATE OF SOUTH CAROLINA, BEING SHOWN AND DESIGNATED AS THE “DEVELOPMENT PARCEL” CONTAINING 4.24 ACRES, 184,852 SQUARE FEET, AND THE ‘60’ ACCESS EASEMENT PARCEL” CONTAINING 0.60 ACRES, 26,219 SQUARE FEET, ON A PLAT PREPARED FOR CHANDLER PLACE AT ROCK HILL LIMITED PARTNERSHIP BY FISHER-SHERER, INC., DATED APRIL 16, 2002, AND LAST REVISED MAY 9, 2002, AND RECORDED IN THE OFFICE OF THE CLERK OF COURT FOR YORK COUNTY IN PLAT BOOK C-67 AT PAGE 1, AND HAVING THE FOLLOWING. METES, BOUNDS, COURSES, DISTANCES AND DIRECTIONS AS SHOWN ON SAID PLAT, WHICH PLAT IS INCORPORATED HEREIN BY REFERENCE, TO-WIT:


 


DEVELOPMENT PARCEL:


BEGINNING AT THE POINT OF THE RIGHTS-OF-WAY INTERSECTION FOR RAGIN LANE AND INDIA HOOK ROAD, BEING THE POINT OF COMMENCEMENT (P. O. C), AND PROCEEDING S53°02’11”E ALONG RAGIN LANE FOR A DISTANCE OF 193.90 FEET TO A NEW 5/8” IRON PIN SET DESIGNATED AS THE P.O.B. (POINT OF BEGINNING) AND LOCATED AT THE NORTHERN CORNER OF THE SUBJECT PROPERTY ON THE SOUTHERN SIDE OF THE RIGHT-OF-WAY FOR RAGIN LANE; AND THEN RUNNING S60°39’23”E ALONG THE RIGHT-OF-WAY OF RAGIN LANE FOR A DISTANCE OF 447.18 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S27°31’44”W ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., AND PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 279.55 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S59°27’15”E ALONG THE SAID PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 40.76 FEET TO AN EXISTING 5/8” IRON PIN POUND; THEN TURNING AND RUNNING S31°39’47”W ALONG PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 128.31 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N64°16’47”W ALONG SAID PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 86.26 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S39°18’39”W ALONG SAID PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 21.06 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG 60’ ACCESS EASEMENT PARCEL FOR A CHORD BEARING OF N69°22’25’W AND A CHORD DISTANCE OF 190.11 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N43°44’18”E AND A CHORD DISTANCE OF 22.95 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG THE SAID PROPERTY NOW OR FORMERLY OF


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Chandler Place Retirement Community)


 


CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N15°17’21”E AND A CHORD DISTANCE OF 42.28 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N19°24’09”W AND A CHORD DISTANCE OF 26.38 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N60°39’23”W ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 83.96 FEET TO A NEW 5/8” IRON PIN SET; THEN TURNING AND RUNNING IN A CURVED LINE ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N15°39’23”W AND A CHORD DISTANCE OF 21.21 FEET TO A NEW 5/8” IRON PIN SET; THEN TURNING AND RUNNING N29°20’37”E ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 28.17 FEET TO A NEW 5/8” IRON PIN SET; THEN TURNING AND RUNNING N60°39’23”W ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 89.81 FEET TO A NEW 5/8” IRON PIN SET; THEN TURNING AND RUNNING N29°12’42”E ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 73.59 FEET TO AN EXISTING 1” IRON PIPE FOUND; THEN CONTINUING N29°12’42”E ALONG PROPERTY NOW OR FORMERLY OF DENNIS W. HARRINGTON FOR A DISTANCE OF 266.08 FEET TO A NEW 5/8” IRON PIN SET, BEING THE POINT OF BEGINNING (P.O.B.); BE ALL MEASUREMENTS A LITTLE MORE OR LESS.


 


AND


 


60’ ACCESS EASEMENT PARCEL:


BEGINNING AT THE POINT OF THE RIGHTS-OF-WAY INTERSECTION FOR INDIA HOOK ROAD AND HEATHRIDGE ROAD, BEING THE POINT OF COMMENCEMENT (P.O.C.), AND PROCEEDING N08°07’23”E ALONG INDIA HOOK ROAD FOR A DISTANCE OF 63.81 FEET TO AN EXISTING 5/8” IRON PIN FOUND DESIGNATED AS THE P.O.B. (POINT OF BEGINNING) AND LOCATED AT THE NORTHWESTERNMOST CORNER OF THE SUBJECT PROPERTY ON THE EASTERN SIDE OF THE RIGHT-OF-WAY OF INDIA HOOK ROAD; THEN TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF S75°02’29”E AND A CHORD DISTANCE OF 28.34 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N59°50’13”E ALONG SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 27.12 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THENCE TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N67°33’14”E AND A CHORD DISTANCE OF 48.34 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N75°16’15”E ALONG PROPERTY NOW FORMERLY OF CORNERSTONE DEVELOPMENT OF TIE CAROLINAS, INC., FOR A DISTANCE OF 163.27 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N77°00’34”E AND A CHORD DISTANCE OF 10.93 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG THE DEVELOPMENT PARCEL FOR A CHORD BEARING OF S69°22’25”E AND A CHORD DISTANCE OF 190.11 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S39°18’39”W ALONG PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 62.50 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A CHORD BEARING OF N67°42’03”W AND A CHORD DISTANCE OF 144.54 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND, RUNNING S75°16’15”W ALONG SAID PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A DISTANCE 163.27 FEET TO AN EXISTING


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Chandler Place Retirement Community)


 


5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG SAID PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A CHORD BEARING OF S67°33’14”W AND A CHORD DISTANCE OF 32.23 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S59°50’13”W ALONG SAID PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A DISTANCE OF 27.53 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG SAID PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A CHORD BEARING OF S14°57’17”W AND A CHORD DISTANCE OF 28.23 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N29°55’40”W ALONG THE RIGHT-OF-WAY OF INDIA HOOK ROAD FOR A DISTANCE OF 100.00 FEET TO AN EXISTING 5/8” IRON PIN FOUND, BEING THE POINT OF BEGINNING (P.O.B.); BE ALL MEASUREMENTS A LITTLE MORE OR LESS.



	
  

	
 







 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Chesterley Court Memory Care Community)


 


The North 30 feet of the South 428 feet of the East 306.83 feet of Tract 11, NATCHES ORCHARD TRACTS, recorded in Volume “A” of Plats, page 69, records of Yakima County, Washington.


 


AND the East 145 feet of the North 130.67 feet of Lot 2 of Short Plat recorded in Book “H” of Short Plats, page 4, under Auditor’s File Number 2430471, records of Yakima County, Washington.


 


AND THE South 50.2 feet of the East 145 feet of Lot 5 of the Short Plat filed under Auditor’s File Number 7207996, records of Yakima County, Washington;


 


ALSO more particularly described as follows:


 


Commencing at the Northeast corner of Lot 5 of Short Plat filed under Auditor’s File Number 7207996, records of Yakima County, Washington;


thence along the East line of said Lot 5, South 00o06’29” West, a distance of 203.83 feet to the point of beginning;


thence South 00o06’29” East 50.20 feet;


thence South 00o13’41” West 100.67 feet;


thence South 89o25’05” East 306.83 feet;


thence South 00o13’41” West 30.00 feet;


thence North 89o25’05” West 306.83 feet;


thence North 89o16’59” West 145.00 feet;


thence North 00o13’41” West 130.67 feet;


thence North 00o06’29” West 50.20 feet;


thence South 89o16’59” East 145.00 feet to the point of beginning.


 


Situated In Yakima County, State of Washington.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Chesterley Meadows Assisted Living Community)


 


Lot 5 of short Plat filed under Auditor’s File Number 7207996, records of Yakima County, Washington.


 


EXCEPT the South 50.2 feet of the East 145 feet thereof.


 


Situated in Yakima County, State of Washington


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Cougar Springs Assisted Living Community, Emeritus at)


 


Parcel Two (2) of Partition Plat No. 2002-11, filed January 29, 2002, in Partition Cabinet 2, Page 243, Deschutes County, Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Cougar Springs Memory Care Community, Emeritus at)


 


Parcel Two (2) of Partition Plat No. 2002-11, filed January 29, 2002, in Partition Cabinet 2, Page 243, Deschutes County, Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Courtyard Gardens Assisted Living and Memory Care Community)


 


A parcel of land lying in and being part of Land Lot 33 of the 7th Land District of Gwinnett County, Georgia, and being more particularly described as follows:


 


Commencing at the intersection of the Southerly right-of-way line of Riverside Parkway, a 100-foot right-of-way, with the line common to Land Lot 32 and Land Lot 33; thence, on last said line, South 08 degrees 39 minutes 49 seconds West, 1362.61 feet to the point of beginning and a point on a curve, said point having a radial bearing of South 46 degrees 18 minutes 53 seconds East and being on the cul-de-sac of River Centre Place, a 40-foot easement for ingress, egress and utilities; thence, on the line of said cul-de-sac, around and along a curve to the left, said curve having a radius of 45.00 feet and a central angle of 110 degrees 00 minutes 55 seconds, an arc distance of 86.41 feet (South 11 degrees 19 minutes 21 seconds East, 73.73 feet, chord bearing and distance) to a point on said curve; thence, radial to last said curve, South 23 degrees 40 minutes 25 seconds West, 288.11 feet; thence, South 05 degrees 00 minutes 04 seconds, 80.40 feet to the Northerly right-of-way line of State Highway No. 120, a right-of-way of varied width as now established; thence, on said Northerly right-of-way line, South 84 degrees 59 minutes 56 seconds West, 18.12 feet to a point of curvature; thence, continue on said Northerly right-of-way line, around and along a curve to the left, said curve having a radius of 5799.58 feet and a central angle of 00 degrees 12 minutes 58 seconds, an arc distance of 21.88 feet (South 84 degrees 53 minutes 27 seconds West, 21.88 feet, chord bearing and distance) to a point on said curve; thence, North 05 degrees 00 minutes 04 seconds West, 65 feet, more or less, to the centerline of Yellow River; thence, Westerly, Northerly, Easterly by and along said centerline of Yellow River and following the meandering thereof, 1114 feet, more or less to a point which bears North 46 degrees 19 minutes 10 seconds west from the point of beginning; thence, South 46 degrees 19 minutes 10 seconds East, 367 feet, more or less, to the point of beginning.


 


Said parcel being 5.17 acres (225.205 Square Feet), more or less, in area.


 


Together with a non-exclusive, perpetual easement for ingress, egress and utilities over and upon the following described lands:


 


From the above described point of beginning and on the cul-de-sac of River Centre Place, around and along a curve to the right, said curve having radius of 45.00 feet and a central angle of 108 degrees 02 minutes 02 seconds, an arc distance of 84.85 feet (South 82 degrees 17 minutes 52 seconds East, 72.8 feet, chord bearing and distance) to a point of reverse curve; thence, around and along a curve to the left, said curve having a radius of 15.00 feet and a central angle of 54 degrees 18 minutes 53 seconds, an arc distance of 14.22 feet (South 55 degrees 26 minutes 18 seconds East, 13.69 feet, chord bearing and distance) to a point of tangency; thence, south 82 degrees 35 minutes 44 seconds East, 353.71 feet to a


 


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Courtyard Gardens Assisted Living and Memory Care Community)


 


point of curvature; thence, around and along a curve to the left, said curve having a radius of 100.00 feet and a central angle of 54 degrees 37 minutes 06 seconds, an arc distance of 95.33 feet (North 70 degrees 05 minutes 43 seconds East, 91.76 feet, chord bearing and distance) to a point of tangency; thence, North 42 degrees 47 minutes 10 seconds East, 6.47 feet to a point of curvature; thence, around and along a curve to the left, said curve having a radius of 20.00 feet and a central angle of 93 degrees 50 minutes 01 second, an arc distance of 32.75 feet (North 04 degrees 07 minutes 51 seconds) West; 29.21 feet, chord bearing and distance) to a point on the Southwesterly right-of-way line of McKendree Church Road, a 60-foot right-of-way as now established, and a point on a curve, said point having a radial bearing of South 38 degrees 57 minutes 09 seconds West; thence, on said Southwesterly right-of-way line, around and along a curve to the right, said curve having a radius of 424.00 feet and a central angle of 11 degrees 22 minutes 13 seconds, an arc distance of 84.14 feet (South 45 degrees 21 minutes 45 seconds East; 84.00 feet chord bearing and distance) to a point on said curve; thence, around and along a curve the left, said curve having a radius of 20.00 feet and a central angle of 97 degrees 32 minutes 12 seconds, an arc distance of 34.05 feet (North 88 degrees 26 minutes 44 seconds West, 30.08 feet, chord bearing and distance) to a point of tangency; thence South 42 degrees 47 minutes 10 seconds West, 3.88 feet to a point of curvature; thence, around and along a curve to the right, said curve having a radius of 140.00 feet and a central angle of 54 degrees 37 minutes 06 seconds, an arc distance of 133.46 feet (South 70 degrees 05 minutes 43 seconds West, 128.46 feet, chord bearing and distance) to a point of tangency; thence, North 82 degrees 35 minutes 44 seconds West, 353.71 feet to a point of curvature; thence, around and along a curve to the left, said curve having a radius of 15.00 feet and a central angle of 54 degrees 18 minutes 53 seconds, an arc distance of 14.22 feet (South 70 degrees 14 minutes 50 seconds West, 13.69 feet, chord bearing and distance) to a point of reverse curve; thence, around and along curve to the right, said curve having a radius of 45.00 feet and a central angle of 180 degrees 35 minutes 44 seconds, an arc distance of 141.84 feet (North 46 degrees 36 minutes 45 seconds West, 90.00 feet, chord bearing and distance) to the point of beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Eden Estates, Emeritus at)


 


Tract 1


 


Lot 1, Block 1 of Sherwood Gardens, an addition to the City of Bedford, Tarrant County, Texas, according to the plat thereof recorded in Cabinet A, Page 2693, Plat Records, Tarrant County, Texas.


 


Tract 2 (Easement Estate)


 


Those easement rights created in that certain Reciprocal Access Easement Agreement executed by and between Edengardens-Bedford, L.P. and K & K Properties dated September 26, 2002, filed for record November 8, 2002 and recorded in Volume 16127, Page 176, Deed Records, Tarrant County, Texas.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Emerald Pointe, Emeritus at)


 


Situated to the County of Iron, State of Utah:


 


Beginning at a point North 89°25’24” East along the Section line 1358.89 feet and South 00°48’43” East along the 1/16 Section line 1341.29 feet and North 90°00’00” East 49.19 feet from the Northwest corner of Section 22, Township 36 South, Range 11 West. Salt Lake Base and Meridian (said point being on the East R.O.W. line of Regency Road) and running thence North 24°28’10” East along said R.O.W. line 423.96 feet; thence 149.13 feet along the arc of a curve to the right through a central angle of 68°21’18” and radius of 125,00 feet; thence South 87°10’22” East 80.14 feet; thence 25.03 feet along the arc of a curve to the right through a central angle of 95°35’21” and radius of 15.00 feet to the West R.O.W. line of Bentley Boulevard; thence South 08°24’59” West along said R.O.W. line 190.74 feet; thence 245.42 feet along the arc of a curve to the right through a central angle of 30°06’35” and radius of 467.00 feet; thence South 38°31’34” West 191.03 feet; thence departing said R.O.W. line North 51°28’26” West 189.51 feet to the East R.O.W, line of Regency Road; thence Northeasterly along said R.O.W. line a distance of 5.24 feet along the arc a non tangent curve to the right (chord bears North 23°18’16”. East 5.24 feet) through a central angle of 02°00’06” and radius of 150.00 feet to the point of beginning.


 


Informational Note: Tax Parcel No.: B-1135-0077-0022


 


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Fisher’s Landing, Emeritus at)


 


THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF Clark, STATE OF Washington, AND IS DESCRIBED AS FOLLOWS:


 


PARCEL I


 


Lot 1 as described in and delineated on that Short Plat recorded July 22, 1999 in Book 3 of Short Plats, Page 300, and under Auditor’s File No. 3132389, records of Clark County, Washington; being a portion of the Northeast quarter of Section 1, Township 1 North, Range 2 East and the Northwest quarter of Section 6, Township 1 North, Range 3 East of the Willamette Meridian, Clark County, Washington.


 


PARCEL II


 


The Easement Rights contained within the Declaration of Covenants, Conditions and Restrictions for Fisher’s Landing Towncenter Commercial recorded December 20, 1989 under Auditor’s File No. 8912200128, records of Clark County, Washington.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Fox River Assisted Living & Memory Care Community)


 


Unit One (1) together with said unit’s undivided interest in the master common elements (and the exclusive use of the limited common elements appurtenant to said unit) all in GEORGETOWNE PLACE Condominium per Condominium Plat as set forth in the Declaration, hereinafter described, being a condominium created under the Condominium Ownership Act of the State of Wisconsin by a “Declaration of Condominium for GEORGETOWNE PLACE Condominium”, recorded in the Office of the Register of Deeds for Outagamie County, Wisconsin, September 25, 1997, as Document No. 1242108, and by First Amendment to Master Declaration recorded on October 6, 1998 as Document No. 1293091 and by Addendum to Master Declaration of Condominium for Georgetowne Place Condominium in the Town of Grand Chute, Outagamie County, Wisconsin dated September 26, 2003 and recorded October 2, 2002 at 1: 00 PM as Document No. 1580056, said Condominium being located in the Town of Grand Chute, County of Outagamie, State of Wisconsin on the real estate described in said Declaration and incorporated herein by this reference thereto.


 


Together with all appurtenant rights, title and interests, including (without limitation):


 



	
  

	
a)             the undivided percentage interest in all Common Elements as specified of such Unit in the aforementioned Declaration:







b)             the right to use of the areas and/or facilities, if any, specified in the aforementioned Declaration as Limited Common Elements for such Unit and


c)              membership in the GEORGETOWNE PLACE Owner’s Association, (hereafter the “Owner’s Association”), as provided for in the aforementioned Declaration and in any Articles of Incorporation and/or Bylaws for such Owner’s Association.


 


THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY:


 


Tax Parcel Number: 103-050100


 


Property Address: 5800 Pennsylvania Ave., Appleton, WI 54914


 


 


 


 


(Georgian Place)


 


TRACT A LEGAL DESCRIPTION:


 


ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 73 OF THE 5TH DISTRICT, CITY OF NEWNAN, COWETA COUNTY, GEORGIA, SAID TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 


COMMENCE AT A POINT WHERE THE WEST LINE OF LAND LOT 73 INTERSECTS THE ORIGINAL NORTHERLY RIGHT-OF-WAY OF MILLARD FARMER INDUSTRIAL BOULEVARD; THENCE FOLLOWING SAID ORIGINAL NORTHERLY RIGHT-OF-WAY AND THE CURVATURE THEREOF A DISTANCE OF 146.45 FEET TO A CONCRETE RIGHT-OF-WAY MARKER, SAID ARC BEING SUBTENDED BY A CHORD BEARING NORTH 68°46’12” EAST A DISTANCE OF 146.36 FEET AND A RADIUS OF 1209.71 FEET; THENCE CONTINUING ALONG SAID ORIGINAL NORTHERLY RIGHT-OF-WAY NORTH 65°49’12” EAST A DISTANCE OF 760.64 FEET TO A POINT; THENCE NORTH 01°55’16” WEST, A DISTANCE OF 51.28 FEET TO A POINT ON THE PRESENT NORTHERLY OF MILLARD FARMER INDUSTRIAL BOULEVARD (85 FEET TO CENTERLINE) AND THE TRUE POINT OF BEGINNING; THENCE NORTH 01°55’16” WEST A DISTANCE OF 45.12 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 16°57’05” WEST A DISTANCE OF 752.70 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 53°10’40” EAST A DISTANCE OF 44.59 FEET TO A 1/2 INCH CRIMP TOP FOUND; THENCE SOUTH 87°30’17” EAST A DISTANCE OF 570.53 FEET TO A 1/2 INCH REBAR FOUND; THENCE SOUTH 17°43’28” WEST A DISTANCE OF 169.90 FEET TO A 1/2 INCH CRIMP TOP FOUND; THENCE SOUTH 27°39’55” WEST A DISTANCE OF 497.00 FEET TO A 1/2 INCH CRIMP TOP FOUND; THENCE SOUTH 04°43’07” EAST A DISTANCE OF 115.17 FEET TO A POINT ON THE NORTHERLY OF MILLARD FARMER INDUSTRIAL BOULEVARD; THENCE ALONG SAID RIGHT-OF-WAY SOUTH 65°48’24” WEST, A DISTANCE OF 122.45 FEET TO A POINT, BEING THE TRUE POINT OF BEGINNING.


 


SAID TRACT CONTAINING A TOTAL OF 5.899 ACRES OR 256972 SQUARE FEET OF LAND AND SHOWN AS TRACT A.


 


TRACT B LEGAL DESCRIPTION:


 


ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 73 OF THE 5TH DISTRICT, CITY OF NEWNAN, COWETA COUNTY, GEORGIA, SAID TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 


COMMENCE AT A POINT WHERE THE WEST LINE OF LAND LOT 73 INTERSECTS THE ORIGINAL NORTHERLY RIGHT-OF-WAY OF MILLARD FARMER INDUSTRIAL BOULEVARD; THENCE FOLLOWING SAID ORIGINAL NORTHERLY RIGHT-OF-WAY AND THE CURVATURE THEREOF A DISTANCE OF 146.45 FEET TO A CONCRETE RIGHT-OF-WAY MARKER, SAID ARC BEING SUBTENDED BY A CHORD BEARING NORTH 68°46’12” EAST A DISTANCE OF 146.36 FEET AND A RADIUS OF 1209.71 FEET; THENCE CONTINUING ALONG SAID ORIGINAL NORTHERLY RIGHT-OF-WAY NORTH 65°49’12” EAST A DISTANCE OF 760.64 FEET TO A POINT; THENCE NORTH 24°12’55” WEST, A DISTANCE OF 29.45 FEET TO A POINT ON THE PRESENT NORTHERLY OF MILLARD FARMER INDUSTRIAL BOULEVARD (67 FEET TO CENTERLINE) AND THE TRUE POINT OF BEGINNING; THENCE NORTH 24° 12’55” WEST A DISTANCE OF 200.53 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 63°30’06” WEST A DISTANCE OF 180.04 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 29°52’20” WEST A DISTANCE OF 390.13 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 49°36’51” EAST A DISTANCE OF 207.75 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 52°12’57” EAST A DISTANCE OF 87.10 FEET TO A 1/2 INCH REBAR FOUND; THENCE SOUTH 16°57’05” EAST A DISTANCE OF 752.70 FEET TO A 1/2 INCH REBAR FOUND; THENCE SOUTH 01°55’16” EAST A DISTANCE OF 64.57 FEET TO A POINT ON THE PRESENT NORTHERLY OF MILLARD FARMER INDUSTRIAL BOULEVARD; THENCE ALONG SAID RIGHT-OF-WAY SOUTH 65°48’24” WEST A DISTANCE OF 12.07 FEET TO A POINT, BEING THE TRUE POINT OF BEGINNING.


 


SAID TRACT CONTAINING A TOTAL OF 2.874 ACRES OR 125178 SQUARE FEET OF LAND AND SHOWN AS TRACT B.


 


TRACT C-2 LEGAL DESCRIPTION:


 


ALL THAT TRACT OR PARCEL OF LAND LYING IN AND BEING IN LAND LOTS 72 AND 73 OF THE 5TH DISTRICT, CITY OF NEWNAN, COWETA COUNTY GEORGIA, SAID TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 


COMMENCE AT A ONE-HALF INCH REBAR WHERE THE WEST LINE OF LAND LOT 73 INTERSECTS THE NORTHERLY RIGHT OF WAY OF MILLARD C. FARMER INDUSTRIAL BOULEVARD, THENCE FOLLOWING SAID NORTHERLY RIGHT OF WAY SOUTH 73 DEGREES 47 MINUTES 42” WEST A DISTANCE OF 56.24 FEET TO A POINT.


 


THENCE NORTH 23 DEGREES 22 MINUTES 14 SECONDS WEST A DISTANCE OF 317.93 FEET TO A POINT, SAID POINT BEING THE TRUE POINT OF BEGINNING.


 


THENCE NORTH 63 DEGREES 22 MINUTES 30 SECONDS EAST AT A DISTANCE OF 844.55 FEET TO A ONE-HALF INCH REBAR.


 


THENCE NORTH 29 DEGREES 52 MINUTES 20 SECONDS WEST A DISTANCE OF 390.13 FEET TO A ONE-HALF INCH REBAR.


 


THENCE SOUTH 40 DEGREES 14 MINUTES 11 SECONDS WEST A DISTANCE OF 119.19 FEET TO A ONE-HALF INCH REBAR.


 


THENCE SOUTH 75 DEGREES 13 MINUTES 51 SECONDS WEST A DISTANCE OF 74.93 FEET TO A POINT.


 


THENCE NORTH 85 DEGREES 54 MINUTES 45 SECONDS WEST A DISTANCE OF 194.42 FEET TO A THREE-FOURTHS INCH REBAR.


 


THENCE SOUTH 29 DEGREES 06 MINUTES 01 SECONDS WEST A DISTANCE OF 627.78 FEET TO A POINT.


 


THENCE SOUTH 05 DEGREES 30 MINUTES 26 SECONDS EAST A DISTANCE OF 72.72 FEET TO A POINT.


 


THENCE NORTH 89 DEGREES 44 MINUTES 00 SECONDS EAST A DISTANCE OF 81.04 FEET TO THE POINT OF BEGINNING


 


SAID TRACT CONTAINING A TOTAL OF 6.53 ACRES, 284,356.80 SQ. FT. MORE OR LESS.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Grayson View, Emeritus at)


 


Premises A


 


All that certain or parcel of land designated as Lot Number 25 on the plan of Subdivision for Grayson View and SITUATE in the Township of Penn, County of Snyder, and Commonwealth of Pennsylvania, more particularly bounded and described as follows:


 


Beginning at a set iron pin on the Southern right-of-way line of Grayson View Court, said point being the Northeastern corner of Lot Number 26 of said subdivision. Thence along the said Southern right-of-way line of Grayson View Court North 85 degrees 58 minutes 00 seconds East a distance of 132.00 feet to a found iron pin. Thence along Lot Number 24 of said subdivision, South 04 degrees 02 minutes 00 seconds East a distance of 102.00 feet to a set iron pin. Thence along same and along Lot Number 23 of said subdivision North 85 degree 58 minutes 00 seconds East a distance of 184.00 feet to a set iron pin. Thence along Lot Number 22 of said subdivision, South 04 degrees 02 minutes 00 seconds East a distance of 84.40 feet to a found iron pin. Thence along land now or formerly of Jesse J. Yoder and Martha E. Yoder, South 03 degrees 32 minutes 50 seconds East a distance of 439.18 feet to a found iron pin. Thence along same, North 74 degrees 21 minutes 40 seconds West a distance of 758.65 feet to a found iron pin. Thence along Lot Number 30 of said subdivision, North 06 degrees 28 minutes 40 seconds East a distance 186.91 feet to a set iron pin. Thence along Lot Number 29 and Lot Number 28 of said subdivision, North 85 degrees 58 minutes 00 seconds East a distance of 128.24 feet to a set iron pin; thence along said Lot Number 28 of said subdivision, on an arc concave to the Southeast; having a radius of 77.00 feet, a chord bearing of North 51 degrees 48 minutes 20 seconds East, and a chord distance of 67.38 feet; an arc length of 69.74 feet to a set iron pin. Thence along same, North 04 degrees 02 minutes 00 seconds West a distance of 46.56 feet to a found cap pin. Thence along Lot Number 27 and Lot Number 26 of said subdivision, North 85 degrees 58 minutes 00 seconds East a distance of 184.00 feet to a found cap pin. Thence along said Lot Number 26, North 04 degrees 02 minutes 00 seconds West a distance of 102.00 feet to the place of beginning.


 


County Tax Assessment Map Parcel Number 13-8-224-25


 


Being all of Lot Number 25 as shown on the plan of subdivision for Grayson View, prepared by Gerald E. Bickhart &; sons, Inc. dated May 15, 2000, as revised on September 5, 2000, and recorded in Snyder County Map File Number 3146; and as shown on the plan of subdivision for Grayson View, prepared by Gerald E. Bickhart &; sons, Inc dated January 20, 1999, as Last Revised on May 7, 1999, and recorded in Snyder County Map File Number 2939.


 


PREMISES (B)


 


ALL THAT CERTAIN lot or parcel of land designated as Lot Number 30 on the plan of subdivision for Grayson view and SITUATE in the Township of Penn, County of Snyder, and commonwealth of Pennsylvania, more particularly bounded and described as follows:


 


COMMENCING at a point on the Southwestern right-of-way line of State Route 1011 (SR1011), known as Salem Road, said point being located at a distance of 88.00 feet, more


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Grayson View, Emeritus at)


 


or less, as measured in a Northwesterly direction along the Southwestern right-of-way line of SR1011 from the projection of the centerline of Township Road 450 (T-450), known as Sunset Drive; thence South 03 degrees 26 minutes 00 seconds East a distance of 72.77 feet to a found iron pin; thence along lands owned now or formerly by Penn Township, and other lands now or formerly of Penn Township, South 85 degrees 58 minutes 00 seconds West a distance of 968.09 feet to a found iron pin; thence along said lands now or formerly of Penn Township South 85 degrees 55 minutes 00 seconds West a distance of 342.05 feet to a found iron pin, being the true point of beginning. Thence along Lot Number 1 of said subdivision, South 04 degrees 02 minutes 00 seconds East a distance of 143.90 feet to a point, a corner; thence along same, on an arc concave to the North; having a radius 75.00 feet, a chord bearing of North 75 degrees 34 minutes 40 seconds East, and a chord distance of 27.05 feet; an arc length of 27.20 feet to a point on the Westernmost terminus of the right-of-way line of Grayson View Court, on an arc concave to the East; having a radius of 60.00 feet, a chord bearing of South 07 degrees 12 minutes 20 seconds East, and a chord distance of 51.44 feet; an arc length of 53.16 feet to a point, a corner; thence along Lot Number 29 of said subdivision, on an arc concave to the North; having a radius of 125.0 feet, a chord bearing of South 79 degrees 09 minutes 10 seconds West, and a chord distance of 29.66 feet; an arc length of 29.73 feet to a point, a corner. Thence along same, South 85 degrees 58 minutes 00 seconds West a distance of 28.18 feet to a found iron pin. Thence along same, South 04 degrees 02 minutes 00 seconds East a distance of 144.20 feet to a set iron pin. Thence along Lot Number 25 of said subdivision, South 06 degrees 28 minutes 40 seconds West a distance of 186.91 feet to A 1 inch Pipe found. Thence along land now or formerly of Jesse J. Yoder and Martha E. Yoder, South 21 degrees 06 minutes 50 seconds West, a total distance of 894.88 feet to a set monument in the centerline of a railroad right-of-way. Thence in the centerline of said railroad right-of-way, along land now or formerly of Henry L. Chiarkas and Alma R. Chiarkas, Trustees, on an arc concave to the Northeast; having a radius of 1350.00 feet, a chord bearing of North 38 degrees 01 minutes 40 seconds West, and a chord distance of 276.89 feet; an arc length of 277.38 feet to a point. Thence in and along same and along land now or formerly of Susquehanna Adventures, Inc., on an arc concave to the Northeast; having a radius of 1122.50 feet, a chord bearing of North 17 degrees 30 minutes 50 seconds West and a chord distance of 567.00 feet; an arc length of 573.21 feet to a set monument. Thence continuing in the centerline of said railroad right-of-way and along said land now or formerly of Susquehanna Adventures, Inc., North 02 degrees 53 minutes 00 seconds West a distance of 437.33 feet to a point. Thence in and along same, on an arc concave to the West; having a radius of 1100.00 feet, a chord bearing of North 05 degrees 50 minutes 00 seconds West, and a chord distance of 113.19 feet; an arc length of 113.24 feet to a point. Thence along land now or formerly of the Stauffer family limited partnership and along land and now or formerly of Penn Township, North 85 degrees 55 minutes 00 seconds East a distance of 724.31 feet to the place of beginning.


 


Being all of Lot Number 30 as shown on the plan of subdivision for Grayson View, prepared by Gerald E. Bickhart &; Sons, Inc. dated May 15, 2000, as revised on September 5, 2000, and recorded in Snyder County Map File Number 3146; and as shown on the plan of subdivision for Grayson View, prepared by Gerald E. Bickhart &; Sons Inc. dated January 20, 1999, as last revised on May 7, 1999, and recorded in Snyder County Map File Number 2939.


 


County Tax Assessment Map Parcel Number 13-08-270


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Grayson View, Emeritus at)


 


Being the same premises which Stayton Assisted Living LLC by Deed dated 08/05/2010 and recorded 01/20/2011 in Snyder County as Document No. Deed Book 885 page268 conveyed unto BRE/SW Grayson View LLC, in fee.


 


Being the same premises which Draudt’s Selinsgrove,LLC LLC by Deed dated 08/05/2010 and recorded 01/20/2011 in Snyder County as Deed Book 885 page 334 conveyed unto BRE/SW Grayson View LLC, in fee.


 


Being the same premises which Flaxel’s Selinsgrove,LLC by Deed dated 08/05/2010 and recorded 01/20/2011 in Snyder County as Deed Book 885 page 417 conveyed unto BRE/SW Grayson View LLC, in fee.


 


Being the same premises which R. Beaty’s Selinsgrove,LLC by Deed dated 08/05/2010 and recorded 01/20/2011 in Snyder County as Deed Book 885 page 490 conveyed unto BRE/SW Grayson View LLC, in fee.


 


Being the same premises which Witsll’s Selinsgrove,LLC by Deed dated 08/05/2010 and recorded 01/20/2011 in Snyder County as Deed Book 885 page 579 conveyed unto BRE/SW Grayson View LLC, in fee.


 


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hawthorne Inn at Greenville Assisted Living Community)


 


ALL that certain lot of land situate, lying and being on the eastern side of Hawthorne Park Court in Greenville County, South Carolina, containing approximately 3.008 acres and shown as Lot 3 on a plat of survey entitled “Subdivision Plat of Hawthorne Park,” prepared by Fant Engineering & Surveying Co., Inc., dated June 3, 1998 and recorded in the Greenville County Records in Plat Book 37-W at Page 48. Reference is made to said survey, which is incorporated herein by reference, for a metes-and-bounds description of the premises.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Heritage Place Senior Living Community)


 


A tract of land lying in and being part of the North Half (N/2) of the Northwest Quarter (NW/4) of Section 27, Township 17 North, Range 22 East of the Indian Meridian, Cherokee County, Oklahoma; said tract being more particularly described as follows:


 


COMMENCING at a Brass cap found for the Northwest corner of said NW/4; Thence (South 661.55 feet (D)), S 02°04’05” E on the West line of said NW/4, a distance of 663.52 feet (F) to a point on said West line; Thence (East 820.54 (D)), N 87°55’55” E perpendicular to said West line, a distance of 820.41 feet (F) to a 3/8” iron rod with cap found for the Northwest corner, said corner being the POINT OF BEGINNING; Thence (N 89°54’24” E 684.7 feet (D)), N 88°07’54” E a distance of 684.90 feet (F) to a 3/8” iron rod with cap found for the Northeast corner; Thence (S 0°15’02” E 330.0 feet (D)), S 02°02’56” E a distance of 329.95 feet (F) to a 3/8” iron rod with cap found for the Southeast corner; Thence (S 89°54’24” W 635.68 feet (D)), S 88°06’14” W a distance of 635.78 feet (F) to a 3/8” iron rod with cap found for the Southwest corner, said corner being a point of curvature; Thence on a curve to the left having a radius of (5229.94 feet, arc length of 66.46 feet, chord bearing N 8°24’18” W, chord length 66.45 feet (D)), 5229.94 feet, an arc length of 66.73 feet with a chord bearing of N 10°21’02” W and a chord length of 66.73 feet (F) to a point; Thence (N 8°46’08” W 267.31 feet (D)), N 10°32’38” W a distance of 267.31 feet (F) to the Point of Beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Lakeside Assisted Living Community)


 


Lot 6. SANTIAM STATION, in the City of Stayton, Marion County, Oregon.


 


Excepting therefrom the following described parcel:


 


Beginning at the SE corner of said Lot 6, thence North 90° 00’ 00” West along the South line of said Lot 6, a distance of 7.00 feet, thence North 03° 01’ 31” East, a distance of 132.63 feet; thence South 00° 00’ 00” West, a distance of 132.44 feet to the point of beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Lakeside Assisted Living Community and Cottages)


 


The Land referred to in this policy is described as follows:


 


Lot 9, SANTIAM STATION SUBDIVISION, City of Stayton, Marion County, Oregon.


 


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Legacy Crossing, Emeritus at)


 


4.      The Land referred to in this policy is described as follows:


 


A tract or parcel of land located on U.S. Highway 96 East and being situated within the 9th Civil District of Williamson County, Tennessee described according to a survey by Frank V. Neeley, RLS #1493, Briggs Engineering Company Inc., 9000 Church Street E, Brentwood, Tennessee 37027, dated May 4, 2000, as follows:


 


Beginning at an iron pin located in the southerly Margin of state Highway 96, said pin being at the northwest corner of the property conveyed to Raj Kaushal, Dinesh Gupta, Bill Walia and Gopi Akkinnenj, of record in Deed Book 1661, page 685, of the Register’s Office of Williamson County, Tennessee:


 


Thence, leaving the southerly margin of State Highway 98 with the westerly margin of the Kaushal, Gupta, Walia and Akkinnenj property, South 06°24’06” West passing an iron in located at the northwest corner of Maplewood, Section Five, Subdivision of record in Plat Book 9, page 147, of the Register’s Office of Williamson County Tennessee, at 485.84 feet, a total distance of 754.74 feet to an iron pin;


 


Thence, with the northerly margin of Maplewood, Section Five, Subdivision, North 82°07’54” West, 343.51 feet to an iron pin;


 


Thence, with the easterly margin of Maplewood, Section Four, Subdivision of record in Plat Book 10, page 39, of the Register’s Office of Williamson County, Tennessee, North 06°49’14” East, 203.81 feet to an iron Pin;


 


Thence, continuing with the northerly margin of Maplewood, Section Four, Subdivision, North 83°12’35” West, 49.93 feet to an iron pin located at the southeast corner of the property conveyed to the Lurtheran Church of St. Andrew, of record in Deed Book 884, page 84, of the Register’s Office of Williamson County, Tennessee;


 


Thence, leaving the northerly margin of said Maplewood, Section Four, Subdivision, with the easterly margin of the Lutheran Church of St. Andrew property, North 06°49’14” East, 535.31 feet to an iron pin;


 


Thence, continuing along the east margin of the Lutheran Church of St. Andrew property, along a curve to the left having a central angle of 86°02’48”, a radius of 25.00 feet and a chord bearing North 36° 12’ 11”


 


West, 34.11 feet, a total distance of 37.55 feet to an iron pin in the southerly margin of State Highway 96;


 


Thence, with the southerly margin of State Highway 96 along a curve with a central angle of 02°53’09”, a radius of 4,631.70 feet and a chord bearing of South 80°14’26” East, 233.26 feet a total distance of 233.28 feet to a Tennessee Department of Transportation concrete right-of-way monument;


 


Thence, South 81o41’00” East, 95.04 feet to an iron rod located near a disturbed Tennessee Department of Transportation concrete right-of-way monument;


 


Thence, South 82°22’45” East, 83.20 feet to the Point of Beginning.


 


Being the same property conveyed to BRE/SW Legacy Crossing LLC, a Delaware limited liability company, by Deeds recorded in Book 5122, page 799, Book 5122, page 854, Book 5122, page 914 and Book 5123, page 1, all in the Register’s Office of Williamson County, Tennessee.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Lexington Gardens Assisted Living Community)


 


Real property in the City of West Columbia, County of Lexington, State of South Carolina, described as follows:


 


All that certain piece, parcel, or tract of land [ILLEGIBLE], lying and being in the City of West Columbia, in the County of Lexington, State of South Carolina, and being more particularly shown and [ILLEGIBLE] on as ALTA/ACSM LAND TITLE SURVEY PREPARED FOR LEXINGTON GARDENS, L.L.C., MATRIX HEALTH CARE DEVELOPMENT, INC., HELLER FINANCIAL, INC., COLONIAL BANK, CHICAGO TITLE INSURANCE COMPANY, INC, by Site Consultants, Inc. dated May 2, 1997, has revised June 2, 1997, and according to said plat having the following boundaries and measurements, to will:


 


Commencing at an iron at the intersection of McSwain Drive (Frontage Road) and Spin off of Robin Crest Drive (S-32-1586) being the point of Beginning, thence running along said right-of-way of the Spin off of Robin Crest Drive (S-32-1586) N 89°39’07” E for 46.21’ to an iron; thence turning and running along property now or formerly of Charles and Brenda Pound S 17°31’43” E for 135.65’ to an iron; thence turning and running along property now or formerly of Joe E. Perry S 17°14’06” E for 99.91’ to an iron; thence turning and running along property now or formerly of Corley S 17°41’47” E for 99.90’ to an iron; thence turning and running along property now or formerly of Hicks S 17°29’39” E for 99.99’ to an iron; thence running along property now or formerly of J.R. Strickland S 17°25’19” E for 38.95’ to an iron; thence turning and running along property now or formerly of Ester S. Walker the following bearing and distances; S 59°15’46” W for 69.37’ to an iron, S 59°20’24” W for 39.93’ to an iron; thence turning and running along property now or formerly of Ronald F. Johnson the following bearings and distances; N 30°43’05” W for 64.26’ to an iron, N 66°34’10” W for 243.93’ to an iron; thence turning and running along McSwain Drive (Frontage Road) N 27°18’33” E for 16.99’ to a concrete right-of-way measurement; thence continuing along said right-of-way [ILLEGIBLE] N 26°44’02” E for 191.38’ to an iron being the point of beginning. Said property having an area of 2.11 acres (91.807 SQ. FT.).


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(The Village, Emeritus at)


(Manchester House)


 


Block Seven (7), of THE VINEYARD COTTAGES, SECTION 1, a Replat of a part of Block 1, The Vineyard, an Addition to the City of The Village, Oklahoma County, Oklahoma, as shown by the recorded plat thereof and Common Area D known as Champagne Blvd., as shown in Plat of The Vineyard Cottages, Section 1.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Manor House, Emeritus at)


 


A piece of land lying in the Northeast quarter and Southeast quarter of Section 1, Township 27 South, Range 6 West, Willamette Meridian, Douglas County, Oregon, and being more particularly described as follows:


 


Beginning at a 5/8 inch iron rod at the Southwest corner of that land described in Recorder’s No. 75-2524, records of Douglas County, Oregon; thence South 0° 00’ 35” West 508.44 feet to a 5/8 inch iron rod on the Northerly right of way of Edenbower Blvd.; thence South 89° 28’ 48” East 348.85 feet along said right of way to a 5/8 inch iron rod; thence North 75° 35” 18’ East 41.10 feet to a 5/8" inch iron rod on the Westerly right of way line of the S.P. Railroad; thence along the Westerly right of way of the S.P. Railroad and the Westerly line of Hooker Road respectively North 5° 25’ 25” East 160.95 feet to a 5/8 inch iron rod; North 0° 27’ 20” West 198.63 feet to a 5/8 inch iron rod and North 0° 27’20” West 120.00 feet to a 5/8 inch iron rod on the Southerly boundary of that land described in Recorder’s No. 75-2524, records of Douglas County, Oregon; thence leaving said right of way lines North 89° 55’ 00” West 400.97 feet to the place of beginning.


 


Together with that portion of Hooker Road right of way which inured to said premises by vacation thereof.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Meadowlark Assisted Living Community)


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SISKIYOU, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:


 


All that real property situate in the County of Siskiyou, State of California, described as follows:


 


Parcel A:


 


Parcel 1 as shown on the map entitled “Parcel Map for Parley and Katherine Hamblin”, located in the Newton Addition in the City of Yreka in a portion of the South half of Section 27, Township 45 North, Range 7 West, M.D.M., flied for record in the Siskiyou County Recorder’s Office February 28, 1992 in Parcel Map Book 11, Page 63.


 


Also, all that portion of land in Section 27, Township 45 North, Range 7 West, M.D.M., State of California, State of California, described as follows:


 


That certain strip of land lying southerly of the South right-of-way line of Bruce Street and westerly of the East boundary line of Rolling Ranch Subdivision, as both said street and boundary line are shown on that certain map recorded July 31, 1978 in Town Map Book 6, page 69 of Official Siskiyou County Records; and bounded on the South and Southwest by the North line of Parcel 4B, as shown on the Parcel Map for Rhine Realty Inc., recorded January 13, 1978 in Parcel Map Book 5, Page 117 of Official Siskiyou County Records.


 


Excepting therefrom all that portion of the above described land lying easterly of the East line of Parcel 1 prolonged northerly to the South line of Bruce Street, said line shown on Parcel Map filed February 28, 1992, in Parcel Map Book 11, page 63 with the South line of Bruce Street referred to herein disclosed on Map of Rolling Ranch Subdivision filed July 31, 1978 in Town Map Book 6, page 68.


 


Parcel B:


 


Together with an easement for ingress, egress and public utilities as shown on said Parcel Map Book 11, page 63.


 


Parcel C:


 


Also together with an easement for the installation, maintenance, repair, and replacement of an underground sanitary sewer pipeline over the westerly 64 feet of the northerly 14 feet of Parcel 2 of that certain map entitled “Parcel Map for Parley & Katherine Hamblin”, recorded February 28, 1992 in Book 11 of Parcel Maps at page 63 in the office of the Siskiyou County Recorder.


 


APN: 061-331-150, 061-341-170


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Monroe House Assisted Living Community)


 


All that certain lot or parcel of land, lying and being in Loudoun County, Virginia, with the appurtenances thereto, being Unit No. 2 of Phase 2, of COMMUNITY VILLAGE AT STERLING CONDOMINIUM, which unit is more specifically designated and described in the Declaration for Community Village at Sterling Condominium in Deed Book 1729 at page 855, as amended and restated in Amendment and Restatement of Condominium Instruments for Community Village at Sterling Condominium recorded in Deed Book 1781 at page 910 among the land records of the County of Loudoun, Virginia (the “Declaration”).


 


TOGETHER WITH those certain non-exclusive Cross-Easement for Use of Common Facilities for access, driveways and parking as contained in paragraph 4.4 for the Declaration for Community Village at Sterling Condominium recorded in Deed Book 1729, page 855, as amended by Amendment and Restatement of Condominium Instruments for Community Village at Sterling Condominium recorded in Deed Book 1781, page 910.


 


TOGETHER WITH the non-exclusive easements set forth within the Reciprocal Easement Agreement recorded in Deed Book 1808, page 781.


 


BEING the same real estate conveyed to BRE/SW Monroe House LLC, a Delaware limited liability company by the the following deeds dated August 5, 2010, recorded August 20, 2010:


 


Instrument Nos. 20100818-0049010; 20100818-0049012; 20100818-0049013; 20100818-0049014; 20100818-0049015; 20100818-0049016; 20100818-0049017; 20100818-0049018; 20100818-0049019; 20100818-0049020; 20100818-0049021; 20100818-0049022; 20100818-0049023; 20100818-0049024; 20100818-0049025; 20100818-0049026.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Northridge Place, Emeritus at)


 


A tract of land being Lot 2, Block 1, Northridge Retirement Subdivision, a subdivision being part of the East half of the Northeast 1/4 of Section 27, Township 9 North, Range 16 West of the 6th P.M. Buffalo County, Nebraska, EXCEPT HOWEVER that part of Lot 2 being more particularly described as follows: Referring to the Southeast corner of Lot 1, Northridge Retirement Subdivision and assuming the East line of Lot 1 and Lot 2 of said Northridge Retirement Subdivision as bearing South and all bearings contained herein are relative thereto; thence South on the East line of said Lot 2 a distance of 25.00 feet; thence S 89° 33’02”W and parallel with the North line of said Lot 1 a distance of 568.99 feet; thence North on a line being 17.29 feet westerly of as measured at right angles from the West line of said Lot 1 a distance of 459.49 feet to a point on the North line of said Lot 2; thence N 89° 33’08”E and on the North line of said Lot 2 a distance of 17.29 feet to the Northwest corner of said Lot 1; thence South on the West line of said Lot 1 a distance of 434.43 feet to the Southwest corner of said Lot 1 thence N 89° 33’08”E and on the South line of said Lot 1 a distance of 551.61 feet to the place of beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Oak Tree Village, Emeritus at)


 


Tracts of land in Fractional Section 33, Township 47 North, Range 4 East, in St. Charles County, Missouri, bounded on the North by the South line of Gailwood Estates, a subdivision recorded in Plat Book 32, page 159 of the St. Charles County Recorder’s Office and the South line of a tract of land now or formerly of Rachel Hayden Hackman and Cathy Butler by deed recorded in Bock 2120, page 181 of the St. Charles County Recorder’s Office. East by the West line of Cave Springs Estates Plat 4, a subdivision recorded in Book 20, pages 74, 75 and 76 of the St. Charles County Recorder’s Office, South by the North line of Tiemann lane, 50 feet wide, and North line of property now or formerly of Thomas Boschert, Trustee of the Ethel Patterson Edwards Irrevocable trust by deed recorded in Book 1423, page 991 of the St. Charles County Recorder’s Office, West by the East line of Jungerrnann Road, 80 feet wide; the property being more particularly described as follows:


 


Beginning at a point in the Western line of aforementioned Cave Springs Estates Plat 4, South 0 degrees 54’ 40” East, 133.00 feet from a found iron pipe at the Northwestern corner of Lot 265 of said subdivision, said beginning point being the Southeastern corner of aforementioned Rachel Hayden Hackman and Cathy Butler tract; thence along said Western line, South 0 degrees 54’ 40” East 367.00 feet to a found iron pipe; thence continuing along said Western line, South 14 degrees 29’ 15” West, 364.30 feet to a found iron pipe, at the Northeastern corner of aforementioned Thomas Boschert Tract; thence along the Northern line of said Boschert tract, South 89 degrees 51’ 15” West, 337.89 feet to a found rebar at the Northwestern corner of said tract; thence along the Western line of said tract, South I degree 24’ 07” East, 149.99 feet to the Southwestern corner of said tract; thence along the Northern line of Tiemann Lanes, 50 feet wide; South 89 degrees 55’ 50’ West 265.67 feet to a found rebar; thence along the. Eastern line of Jungerrnann Road, 80 feet wide, North 0 degrees 32’ 25” East, 809.14 feet to a point of curve, thence Northwardly along an are of a curve to the left, having a radius of 2,011.54 feet, a distance of 184.85 feet, having a chord of North 2 degrees 05’ 32” West, 184.78 feet, to a found rebar with a Cap LS2231; thence along the Southern line of aforementioned Gailwood Estates North 89 degrees 09’ 29” East, 482.27 feet to the Northwest corner of aforementioned Hackmann/Butler Tract; thence along the Western line of said tract, South 0 degrees 54’ 40” East, 133.00 feet to the Southwestern corner of said tract; thence along the Southern line of said tract North 89 degrees 09’ 29” East, 200.00 feet to the point of beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Peridot Assisted Living Community, The)


 


Parcel No. 1:


 


That portion of Lot 2 and the Southwest quarter of the Northeast quarter of Section 3, Township 13 North, Range 2 West of the Gila and Salt River Meridian, Yavapai County, Arizona, more particularly described as follows:


 


(Basis of bearing is North 89 degrees 18 minutes 00 seconds East, as per Park East Subdivision as recorded in Book 10 of Maps, page 32 on file in the Office of the Yavapai County Recorder and defined by a found GLO brass cap at the North one-quarter corner of said Section 3 and a found 1/2 inch rebar at the Northwest corner of said Park East Subdivision)


 


COMMENCING at a found 1/2 inch rebar at the Northwest corner of said Park East Subdivision, from whence a found GLO brass cap at the North one-quarter corner of said Section 3 bears South 89 degrees 18 minutes 00 seconds West, 717.49 feet;


 


THENCE South 42 degrees 20 minutes 38 seconds East, along the Southwesterly line of said Park East Subdivision, 853.33 feet to a found 3/8 inch rebar at the most Southerly corner of said Park East Subdivision, said point also being the TRUE POINT OF BEGINNING;


 


THENCE South 02 degrees 04 minutes 46 seconds West, 931.25 feet to a found 1/2 inch rebar at the Northeast corner of The Knoll Subdivision as recorded In Book 19 of Maps, page 87 on file in the Office of the Yavapai County Recorder;


 


THENCE South 38 degrees 19 minutes 01 seconds West, along the Northwesterly line of Lot 1 of said The Knoll Subdivision, 190.71 feet;


 


THENCE South 30 degrees 01 minutes 01 seconds West, along the Westerly line of said The Knoll Subdivision, 129.35 feet to a point on the Easterly right-of-way of Bradshaw Drive as shown on Record of Survey, as recorded in Book 12 of Land Surveys, page 74, on file in the Office of the Yavapai County Recorder, said point also being the Southerly corner of a roadway and utility easement granted to the City of Prescott as recorded in Book 1045 of Official Records, page 195-196 on file in the Office of the Yavapai County Recorder, and a point of cusp at the beginning of a tangent curve of 109.00 foot radius, concave Southwesterly and having a radial bearing of North 59 degrees 58 minutes 59 seconds West;


 


THENCE Northwesterly, along said curve, through a central angle of 67 degrees 11 minutes 35 seconds, a distance of 127.83 feet to the Northwesterly corner of said roadway and utility easement;


 


THENCE South 77 degrees 02 minutes 59 seconds East, along the North line of said roadway and utility easement, 41.37 feet;


 


THENCE North 38 degrees 19 minutes 01 seconds East, 203.18 feet to a found 1/2 inch rebar (R.L.S. Cap No. 13941);


 


THENCE North 02 degrees 04 minutes 46 seconds East, 241.58 feet to a found 1/2 inch rebar (R.L.S. Cap No. 13941), said point being an angle point in the Northerly line of Parcel


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Peridot Assisted Living Community, The)


 


1, as recorded in Book 250 of Official Records, page 388 on file to the Office of the Yavapai County Recorder;


 


THENCE North 19 degrees 12 minutes 29 seconds West, along said Northerly line, 248.15 feet to a found 1/2 inch rebar (R.L.S. Cap No. 13941);


 


THENCE North 44 degrees 17 minutes 08 seconds West, along said Northerly line, 226.83 feet to a found 1/2 inch rebar (R.L.S. Cap No 13941);


 


THENCE North 82 degrees 49 minutes 14 seconds West, along said Northerly line, 361.56 feet to a found 1/2 inch rebar;


 


THENCE North 89 degrees 31 minutes 53 seconds West, along said Northerly line, 187.58 feet to a found 1/2 inch rebar;


 


THENCE South 65 degrees 36 minutes 28 seconds West, along said Northerly line, 117.34 feet to a found 1/2 inch rebar and to a point on the Easterly right-of-way of Bradshaw Drive as shown on Record of Survey, recorded in Book 12 of Land Surveys, page 73 on file in the Office of the Yavapai County Recorder;


 


THENCE North 02 degrees 18 minutes 18 seconds East, along said Easterly right-of-way, 7.57 feet to a found 1/2 inch rebar (R.L.S. Cap No. 22776) and to a Westerly deflection of said right-of-way;


 


THENCE North 73 degrees 35 minutes 49 seconds West, along said right-of-way, 122.60 feet, to a Northwesterly defection of said right-of-way;


 


THENCE North 36 degrees 10 minutes 07 seconds East, 158.80 feet;


 


THENCE North 71 degrees 50 minutes 00 seconds East, 232.08 feet;


 


THENCE North 90 degrees 00 minutes 00 seconds East, 125.75 feet;


 


THENCE North 34 degrees 16 minutes 12 seconds East, 169.83 feet;


 


THENCE North 71 degrees 50 minutes 00 seconds East, 194.97 feet;


 


THENCE South 64 degrees 55 minutes 32 seconds East, 374.11 feet to the TRUE POINT OF BEGINNING.


 


Parcel No. 2:


 


The easement rights benefiting the above-described property as set forth in that certain Declaration of Easement dated April 5, 2001 recorded in Book 3828 of Official Records, page 134 on file in the Office of the Yavapai County Recorder, which such easement parcel is more particularly described as follows:


 


That portion of Lot 2 and the Southwest quarter of the Northeast quarter of Section 3, Township 13 North, Range 2 West of the Gila and Salt River Meridian, Yavapai County, Arizona, more particularly described as follows:


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Peridot Assisted Living Community, The)


 


COMMENCING at the North one-quarter corner of said Section 3, a G.L.O. brass cap, (the basis of bearings for this description in North 89 degrees 18 minutes 00 seconds East, per Park East Subdivision as recorded In Book 10 of Maps, page 32, on file in the Office of the Yavapai County Recorder, as define by a found G.L.O. brass cap at the North one-quarter corner of said Section 3 and a found 1/2 inch rebar at the Northwest corner of said Park East Subdivision);


 


THENCE South 21 degrees 05 minutes 07 seconds East, 972.38 feet to the most Southwesterly corner of the lands of The Haviland at Prescott, L.L.C., as described In instrument recorded in Book 3650 of Official Records, page 696, on file in the Office of the Yavapai County Recorder, being the TRUE POINT OF BEGINNING;


 


THENCE North 65 degrees 36 minutes 28 seconds East, 117.34 feet;


 


THENCE South 89 degrees 31 minutes 53 seconds East, 187.58 feet;


 


THENCE South 82 degrees 49 minutes 14 seconds East, 361.56 feet to the Northwest corner of Lot 5, Bradshaw Heights Subdivision;


 


THENCE South 06 degrees 12 minutes 54 seconds West, 62.83 feet to a point on the West line of said Lot 5;


 


THENCE North 54 degrees 57 minutes 34 seconds West, 11.12 feet;


 


THENCE North 57 degrees 15 minutes 28 seconds West, 61.29 feet;


 


THENCE South 85 degrees 10 minutes 34 seconds West, 41.31 feet;


 


THENCE South 88 degrees 04 minutes 41 seconds West, 40.43 feet;


 


THENCE North 84 degrees 19 minutes 59 seconds West, 52.29 feet;


 


THENCE South 80 degrees 56 minutes 57 seconds West, 43.33 feet;


 


THENCE North 63 degrees 11 minutes 43 seconds West, 28.04 feet;


 


THENCE North 77 degrees 06 minutes 42 seconds West, 64.94 feet;


 


THENCE South 89 degrees 51 minutes 37 seconds West, 53.78 feet;


 


THENCE South 87 degrees 36 minutes 48 seconds West, 42.37 feet;


 


THENCE South 39 degrees 00 minutes 33 seconds West, 24.35 feet;


 


THENCE North 80 degrees 04 minutes 11 seconds West, 42.68 feet;


 


THENCE South 79 degrees 02 minutes 50 seconds West, 42.72 feet;


 


THENCE North 86 degrees 21 minutes 20 seconds West, 33.81 feet;


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Peridot Assisted Living Community, The)


 


THENCE North 61 degrees 13 minutes 48 seconds West, 35.44 feet;


 


THENCE South 68 degrees 38 minutes 56 seconds West, 66.40 feet to a point on the East right-of-way of Bradshaw Drive;


 


THENCE North 02 degrees 18 minutes 18 seconds East, along said right-of-way, 27.10 feet to the TRUE POINT OF BEGINNING.


 


Assessor’s Parcel Number. 110-04-141G


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Remington House Assisted Living)


 


LAND LYING AND BEING IN THE 13TH CIVIL DISTRICT OF SULLIVAN COUNTY, TENNESSEE, AND FURTHER DESCRIBED AS FOLLOWS:


 


BEGINNING AT AN IRON PIN ON THE NORTHERLY SIDELINE OF ROCK SPRINGS ROAD, CORNER OF ARTHUR CASTEEL PROPERTY; THENCE N. 40 DEGREES 13 MINUTES 05 SECONDS W., 328.30 FEET TO A POST, CORNER FOR CASTEEL AND KING; THENCE N. 39 DEGREES 48 MINUTES 10 SECONDS W., 324.83 FEET TO AN IRON PIN, CORNER OF KING IN THE LINE OF SULLIVAN COUNTY BOARD OF EDUCATION PROPERTY; THENCE N. 41 DEGREES 43 MINUTES 16 SECONDS E., 649.07 FEET TO AN IRON PIN; THENCE S. 39 DEGREES 55 MINUTES 17 SECONDS E. 687.59 FEET TO AN IRON PIN ON THE NORTHERLY SIDELINE OF ROCK SPRINGS ROAD; THENCE S. 42 DEGREES 49 MINUTE 49 SECONDS W., 486.97 FEET TO A POINT; THENCE S. 45 DEGREES 36 MINUTES 47 SECONDS W., 96.82 FEET TO A POINT; THENCE S. 58 DEGREES 29 MINUTES 58 SECONDS W., 62.22 FEET TO THE POINT OF BEGINNING, CONTAINING 10.02 ACRES, MORE OR LESS.


 


LESS AND EXCEPTED TO THE FOLLOWING PARCEL CONVEYED TO THE STATE OF TENNESSEE, DEPARTMENT OF TRANSPORTATION, BY DEED DATED THE 5TH DAY OF SEPTEMBER, 1991, OF RECORD IN THE REGISTER’S OFFICE FOR SULLIVAN COUNTY, TENNESSEE AT BLOUNTVILLE IN BOOK 803C AT PAGE 60; BEGINNING AT A RIGHT OF WAY MARKER ON THE NORTHWEST PROPOSED UNCONTROLLED RIGHT OF WAY LINE, SAID MARKER LOCATED 35 FEET LEFT OF CENTERLINE STATION 75+57.04; THENCE WITH THE SAID PROPOSED UNCONTROLLED RIGHT OF WAY LINE NORTH 34 DEGREES 28 MINUTES EAST 147.29 FEET TO A RIGHT OF WAY MARKER LOCATED 45 FEET LEFT OF CENTERLINE STATION 77+07.04; THENCE NORTH 36 DEGREES 52 MINUTES EAST 200.20 FEET TO A RIGHT OF WAY MARKER LOCATED 45 FEET LEFT OF CENTERLINE STATION 79+07.24; THENCE NORTH 39 DEGREES 48 MINUTES EAST 215.19 FEET TO A POINT ON THE COMMON PROPERTY LINE BETWEEN MARK COX AND THE ORGIE DUNCAN OWENS; THENCE WITH THE SAID PROPERTY LINE SOUTH 45 DEGREES 47 MINUTES 23 SECONDS EAST 30.22 FEET TO A POINT ON THE EXISTING NORTHWEST RIGHT OF WAY LINE OF ROCK SPRINGS ROAD; THENCE WITH THE SAID EXISTING RIGHT OF WAY LINE SOUTH 37 DEGREES 11 MINUTES WEST 323.59 FEET TO A TURN; THENCE SOUTH 37 DEGREES 12 MINUTES WEST 217.86 FEET TO A TURN; THENCE SOUTH 42 DEGREES 26 MINUTES WEST 49.98 FEET TO A TURN; THENCE SOUTH 52 DEGREES 14 MINUTES WEST 52.90 FEET TO A CORNER COMMON TO ARTHUR CASTEEL; THENCE WITH THE CASTEEL PROPERTY LINE NORTH 46 DEGREES 36 MINUTES WEST 32.24 FEET TO A POINT ON THE NORTHEAST PROPOSED UNCONTROLLED RIGHT OF WAY LINE; THENCE WITH THE SAID PROPOSED UNCONTROLLED RIGHT OF WAY LINE NORTH 49 DEGREES 57 MINUTES EAST 83.01 FEET TO THE POINT OF BEGINNING, CONTAINING 0.537 ACRES, MORE OR LESS. THE ENTIRE DESCRIPTION OF BOTH PARCELS IS BASED UPON DESCRIPTIONS IN PRIOR DEEDS AND RECORDED INSTRUMENTS.


 


Being the same property conveyed to BRE/SW Remington House LLC, a Delaware limited liability company, by deeds recorded in Book 2901C, page 145 and Book 2901C, page 197, Register’s Office of Sullivan County, Tennessee.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(River Valley, Emeritus at)


 


The Land referred to in this policy is described as follows:


 


A tract of land In the Southwest quarter of Section 19, Township 2 South, Range 1 East of the Willamette Meridian, in the City of Tualatin, County of Clackamas and State of Oregon, being more particularly described as follows:


 


Commencing at the Southwest corner of said Section 19, being marked by a brass disc; thence North 1°49’54” East along the West line of said Section 19, a distance of 2,183.71 feet; thence South 88°10’06” East at 90° to said West line, a distance of 20.00 feet to a point in the East right-of-way line of Meridian Road (S.W. 65th Ave. or County Road No. 591) and the point of beginning of the tract herein to be described, said point being marked by a 5/8-inch iron rod set by Caswell (P.L.S. No. 737), said point also marking the Southwest corner of the Jess Roe Property as recorded on P.S. No. 22182 in Clackamas County Survey Records; thence from said point of beginning South 87°31’29” East along the South line of said Roe Property, 580.00 feet; thence South 2°35’50” West, 434.15 feet; thence South 80°00’00” West, 274.43 feet to a point of curve to the right having a radius of 368.00 feet; thence along said curve through a central angle of 25°56’50” (said curve subtended by a chord which bears North 87°01’35” West, 185.23 feet) an arc length of 166.85 feet; thence North 74°03’10” West, 62.08 feet to a point of curve to the right having a radius of 5.00 feet; thence along said curve through a central angle of 76°47’50” (said curve subtended by a chord which bears North 36°39’15” West, 6.21 feet), an arc length of 6.70 feet to a point of reverse curve to the left having a radius of 157.00 feet; thence along said curve through a central angle of 90°54’47” (said curve subtended by a chord which bears North 42°42’43” West, 223.79 feet), an arc length of 249.12 feet to a point of reverse curve to the right having a radius of 5.00 feet; thence along said curve through a central angle of 90°00’00” (said curve subtended by a chord which bears North 43°10’06” West, 7.07 feet), an are length of 7.85 feet; thence North 88°10’06” West, 14.39 feet to a point in the East right-of-way line of said Meridian Road; thence along said right-of-way line North 1°49’54” East, 310.16 feet to the point of beginning.


 


SAVE AND EXCEPT that tract of land described in Deed to Clackamas County recorded January 28, 2004 as Recorder’s Fee No. 2004-008234.


 


TOGETHER WITH an ingress and egress easement described as follows:


 


A strip of land for ingress and egress purposes over and along Meridian Park Hospital Access Road situated in the Southwest quarter of Section 19, Township 2 South. Range 1 East of the Willametle Meridian, In the County of Clackamas and State of Oregon, being more particularly described as follows:


 


Commencing at a brass disc marking the Southwest corner of said Section 19; thence North 1°49’54” East along the West line of said Section, a distance of 1,836.55 feet; thence South 88°10’08” East, 20.00 feet to point of beginning of the tract herein to be described, said point of beginning being at the intersection of the centerline of the Meridian Park Hospital Access Road with the East right-of-way line of Meridian Road (S.W. 65th Avenue or County Road No. 591); thence from said point of beginning North 1°49’54” East along said right-of-way 21.22 feet to a point of curve to the left having a radius of 25.00 feet; thence along said curve through a central angle of 50°51’31” (said curve subtended by a chord which bears South 82°44’20” East, 21.47 feet), an arc length of 22.19 feet to a point of reverse curve to the right having a radius of 137.00 feet, thence along said curve through a central angle of 90°54’47” (said curve subtended by a chord which bears South 42°42’43” East. 195.28 feet), an arc length of 217.38 feet to a point of curve to the left having a radius of 25.00 feet; thence along said curve through a central angle of 76°47’51” (said curve subtended by a chord which bears South 35°39’15” East, 31.06 feet), an arc length of 33.51 feet; thence South 74°03’10” East, 62.08 feet to a point of curve to the left having a radius of 388.00 feet; thence along said curve through a central angle of 19°16’27” (said curve subtended by a chord which bears South 83°41’21” East, 129.91 feet), an arc length of 130.52 feet; thence along a radial line North 3°19’37” West, 20.00 feet to a point in the South line of a tract of land leased to the Assisted Living Community and a point on a curve to the left having a radius of 368.00 feet; thence along said arc through a central angle of 8°40’23” (said curve subtended by a chord which bears North 83°20’04” East, 42.84 feet), an arc length of 42.86 feet; thence departing said lease line and crossing said Access Road at right angles South 10°00’00” East, 44.00 feet to a point of curve to the right having a radius of 412.00 feet; thence along said curve through a central angle of


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(River Valley, Emeritus at)


 


25°58’50” (said curve subtended by a chord which bears North 87°01’35” West, 184.99 feet, an arc length of 186.58 feet; thence North 74°03’10” West, 61.22 feet to a point of curve to the left having a radius of 25.00 feet (said curve subtended by a chord which bears South 64°37’00” West, 33.02 feet), an arc length of 38.07 feet; thence North 66°42’50” West, 24.00 feet; thence North 23°17’10” East, 16.44 feet to a point of curve to the left having a radius of 113.00 feet; thence along said curve through a central angle of 111°27’16” (said curve subtended by a chord which bears North 32°26’28” West, 108.76 feet), an arc length of 219.81 feet to a point of compound curve to the left having a radius of 25.00 feet; thence along said curve through a central angle of 50°51’30” (said curve subtended by a chord which bears South 66°24’09” West, 21.47 feet), an arc length of 22.19 feet to a point in the East right-of-way line of said Meridian Road; thence along said right-of-way line North 1°49’54” East, 21.22 feet to the point of beginning.


 


SAVE AND EXCEPT that tract described in Deed to County of Clackamas recorded January 28, 2004 as Recorder’s Fee No. 2004-006234.


 


ALSO TOGETHER WITH an ingress end egress easement described as follows:


 


A strip of land for ingress and egress purposes which lies between and is contiguous with an ingress-egress easement over and along Meridian Park Hospital Access Road and a tract of land leased to the Assisted Living Community, said strip of land being situated in the Southwest quarter of Section 19, Township 2 South, Range 1 East of the Willamette Meridian, in the County of Clackamas and State of Oregon, being more particularly described as follows:


 


Commencing at a brass disk marking the Southwest corner of said Section 19; thence North 1°49’54” East along the West line of said section, a distance of 1709.37 feet; thence at right angles South 88°10’06” East, 176.37 feet to a point of compound curve on said Access Road easement; thence along said easement on a curve to the left having a radius of 137.00 feet, through a central angle of 20°5’28” (said curve subtended by a chord which bears North 1°41’37” East, 5.00 feet), an arc length of 5.00 feel to the point of beginning of the tract herein to be described; thence from said point of beginning, continuing along said curve to the left having a radius of 137.00 feet, through a central angle of 18°06’43” (said curve subtended by a chord which bears North 8°25’09” West, 43.21 feet), an arc length of 43.39 feet; thence radially departing said Access Road easement North 72°30’29” East, 20.00 feet to a point in a curve on the perimeter of said Assisted Living Community Tract thence along said curve to the right having a radius of 157.00 feet, through a central angle of 16°09’43” (said curve subtended by a chord which bears South 8°25’09” East, 49.51 feet), an arc length of 49.72 feet; thence radially departing said Assisted Living Community Tract, North 89°20’47” West 20.00 feet to the point of beginning.


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Rose Terrace Assisted Living Community)


 


Land situated in Shelby County, Tennessee:


 


Fee Parcel:


 


Lot 1 of the Ventas Realty Subdivision as recorded in Plat Book 176, Page 62, being the Atria Assisted Living, Primacy, L.L.C., property as recorded in instrument number KU 1734, both on record in the Shelby County Register’s Office and being more particularly described as follows:


 


Commencing at the intersection of the centerline of Ridgeway Road and the centerline of Primacy Parkway; thence South 89 degrees 56 minutes 10 seconds West along the centerline of said Primacy Parkway a distance of 837.02 feet to a point of curvature; thence Northwestwardly along said centerline and along a curve to the right having a radius of 400.00 feet, an arc length of 371.69 feet to a point; thence South 53 degrees 07 minutes 03 seconds West a distance of 45.00 feet to a point in the southwesterly right-of-way line of Primacy Parkway, the point of beginning for the following described property; thence South 44 degrees 51 minutes 32 seconds West a distance of 30.88 feet to a point of curvature; thence southwestwardly and along a curve to the left having a radius of 41.99 feet, a chord bearing of South 21 degrees 29 minutes 23 seconds West, a chord length of 33.50 feet and an arc length of 34.46 feet to a point; thence South 86 degrees 19 minutes 14 seconds West a distance of 268.52 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 106.03 feet to a point; thence South 89 degrees 30 minutes 36 seconds West a distance of 11.16 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 50.73 feet to a point; thence North 89 degrees 30 minutes 36 seconds East a distance of 2.80 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 12.50 feet to a point; thence South 89 degrees 30 minutes 36 seconds West a distance of 2.80 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 261.69 feet to a found iron pin in the north line of the trustees of the Security Capital Real Estate Fund property (Inst. No. WI 9050); thence South 89 degrees 30 minutes 36 seconds West along the north line of said Security Capital property a distance of 134.21 feet to a found iron pin in the east line of the Amisub (Saint Francis Hospital) Inc. property (Inst. No. EJ 0205); thence North 00 degrees 27 minutes 29 seconds West along the east line of said Amisub Inc. property a distance of 452.91 feet to a found concrete monument, an internal corner of said Amisub Inc. property; thence North 86 degrees 19 minutes 14 seconds East along a southerly line of said Amisub Inc. property a measured distance of 405.23 feet (call = 405.64’) to a found iron pin, an internal corner of said Amisub Inc. property; thence North 00 degrees 10 minutes 59 seconds West along an easterly line of said Amisub Inc. property a distance of 93.96 feet to a found iron pin in the westerly right-of-way line of said Primacy Parkway; thence Southeastwardly along said westerly right-of-way line and along a curve to the left having a radius of 445.00 feet, a chord bearing of South 31 degrees 33 minutes 24 seconds East, a chord distance of 82.61 feet and an arc length of 82.73 feet to the point of beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Rose Terrace Assisted Living Community)


 


Easement Parcel:


 


Easement created by plat recorded in Plat Book 176, Page 62, in the Register’s Office of Shelby County, Tennessee, located on Lot 2 described on the plat as 22’ wide ingress/egress easement, described as follows:


 


Commencing at the intersection of the centerline of Ridgeway Road and the centerline of Primacy Parkway; thence South 89 degrees 56 minutes 10 seconds West along tile centerline of said Primacy Parkway a distance of 837.02 feet to a point of curvature; thence Northwestwardly along said centerline along a curve to the right having a radius of 400.00 feet an arc length of 371.69 feet to a point; thence South 53 degrees 07 minutes 03 seconds West a distance of 45.00 feet to a point in the southwesterly right-of-way of Primacy Parkway, the point of beginning for the property described herein; thence South 44 degrees 51 minutes 32 seconds West a distance of 30.88 feet to a point of curvature; thence Southwestwardly and along a curve to the left having a radius of 41.99 feet, a chord bearing and distance of South 21 degrees 29 minutes 23 seconds West -33.50 feet and an arc length of 34.46 feet to a point; thence South 86 degreases 19 minutes 14 seconds West a distance of 268.52 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 22.03 feet to a point; thence North 86 degrees 19 minutes 14 seconds East a distance of 277.59 feet to a point; thence: North 46 degrees 19 minutes 58 seconds East a distance of 66.56 feet to a point in the southwesterly line of said Primacy Parkway; thence Northwestwardly along said Primacy Parkway along a curve to the left having a radius of 445.00 feet, a chord bearing and distance of North 39 degrees 15 minutes 26 seconds West - 36.88 feet, and an arc length of 36.89 feet to the point of beginning


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Clearlake, Emeritus at)


(Rosemont at Clearlake)


 


3,630 acres out of and a part of Restricted Reserve “B” in Block 1, BAY POINTE SECTION ONE REPLAT RESERVE “B”, according to the map or plat thereof recorded under Film Code No. 379006 of the Map Records of Harris County, Texas. Said 3,630 acres being more particularly described by metes and bounds as follows:


 


Being 3.630 acres (158,137 square feet) of land situated in the Luke Hemenway Survey, Abstract 800, Harris County, Texas, and the August Whltlook Survey, Abstract 792, Harris County, Texas, and being out of Restricted Reserve “B” in the Replat of BAY POINTE, SECTION ONE, UNRESTRICTED RESERVE “B”, a subdivision recorded under Film Code Number 379005 of the Harris County Map Records; said 3.630 acres (158,137 square feet) of land being more particularly described by metes and bounds as follows (all bearings are referenced to the Texas Coordinate System, South Central Zone, based on the monumented east line of said Restricted Reserve “B”);


 


COMMENCING at a 5/8 inch iron rod set for the most southerly corner of Restricted Reserve “C” out of Bay Pointe, Section One, a subdivision recorded under Film Code Number 350147 of the Harris County Map Records, and being the most easterly corner of said Restricted Reserve “B”, and being in the northwest right-of-way line of Clear Lab City Boulevard, varying in width and recorded as “Clear Lake City Boulevard, Section One” under Film Code Number 348075 of the Harris County Map Records;


 


THENCE N 26°48’17” W 158.30 feet to a 3/8 inch iron rod found for an angle point in the southwest line of said Restricted Reserve “C”, same being an angle point in the northeast line of said Restricted Reserve “B”;


 


THENCE N 10°48’38” W 151°46 feet, with the southwest line of said Restricted Reserve “C”, same being the northeast, line of said Restricted Reserve “B”, to a 5/8 inch iron rod set for the PLACE OF BEGINNING and the most easterly corner of the herein described tract of land;


 


THENCE S 54°59’07” W 379.11 feet to a 5/8 inch iron rod set for the most southerly corner of this tract and being in the southwest line of said Restricted Reserve “B”, same being the northeast right-of-way line of Bay Pointe Court, based on 60 feet in width;


 


THENCE N 41°10’14” W 67.34 feet, with the southwest line of said Restricted Reserve “B”, same being the northeast right-of-way line of said Bay Pointe Court, to a 5/8 inch iron rod set for the beginning of a curve;


 


THENCE 21.68 feet, with the arc of a curve to the right in the southwest line of said Unrestricted Reserve “B”, same being the northeast right-of-way line of said Bay Pointe Court, whose chord bears N 16°19’ 50” W 21.00 feet and having a central angle of 49°40’47” and a radius of 25.00 feet, to a 5/8 inch iron rod set for a point of reverse curve;


 


THENCE 146.27 feet, with the are of a curve to the left in the northeast right-of-way line of said Bay Pointe Court whose chord bears N 61°19’50” W 112.65 feet and having a central angle of 139°40’48” and a radius of 60.00 feet, to a 5/8 inch iron rod set for a corner in the southwest line of said Restricted Reserve “B”, same being the most easterly comer of Restricted Reserve “A” in said Raplat of Bay Pointe, Section One, Unrestricted Reserve “B”, and being a corner in the southwest line of this tract;


 


THENCE N 41°10’14” W 150.00 feet to a 5/8 inch iron rod set for the most westerly corner of said Restricted Reserve “B”, same being the most northerly corner of said Restricted Reserve “A” and being the most westerly corner of this tract, and also being in the southeast line of that certain 180-foot wide Harris County Flood Control District fee strip, called the Realignment of Horsepen Bayou, recorded under File Number H905968 and Film Code 043-97-1700 of the Harris County Official Public Records of Real Property;



	
  

	
 







THENCE N 54°59’07” E 540.64 feet, with the southeast line said 180-foot wide fee strip, to a 5/8 inch iron rod found for the most westerly corner of said Restricted Reserve “C”; same being the most northerly corner of said Restricted Reserve “B”, and being the most northerly corner of this tract;


 


THENCE S 35°00’53” E 125.58 feet to a 5/8 inch iron rod found for an angle point in the southwest line of said Restricted Reserve “C”, same being the northeast line of said Restricted Reserve “B”, and being an angle paint in the northeast line of this tract;


 


THENCE S 10°48’38”E 231.75 feet to the POINT OF BEGINNING and containing 3.630 acres (158,137 square feet) of land.


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Sequoia Springs Assisted Living Community)


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FORTUNA, COUNTY OF HUMBOLDT, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:


 


Lot 31A of Tract Map No. 517, for Springville Estates, on file in the Office of the County Recorder of Humboldt County in Book 22 of Maps, Pages 108 and 109.


 


APN: 202-082-057-000


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Sequoia Springs Cottages)


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FORTUNA, COUNTY OF HUMBOLDT, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:


 


PARCEL ONE


 


Lot 31B of Tract Map No. 517, for Springville Estates, on file in the Office of the County Recorder of Humboldt County in Book 22 of Maps, Pages 108 and 109.


 


PARCEL TWO


 


A 25 foot wide access easement, the same as described in that certain “Easement Agreement” by and between Fortuna Assisted Living LLC and Robert L. Dunn and Theresa L. Dunn and recorded February 8, 2001 in the Office of the Humboldt County Recorder under Recorder’s Instrument No. 2001-3147-3, Humboldt County Records


 


APN: 202-082-058-000


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Spring Creek Gardens, Emeritus at)


 


Lot 5R, Block A of Replat of Lots 3, 4 & 5, Block A, Hunters Glen 5, an addition to the City of Plano, Collin County, Texas, according to the plat thereof recorded in Volume L, Page 401, Map Records, Collin County, Texas.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Statesman Club Retirement Community)


 


Block Six (6), of THE VINEYARD COTTAGES, SECTION 1, a Replat of a part of Block 1, The Vineyard, an Addition to the City of The Village, Oklahoma County, Oklahoma, as shown by the recorded plat thereof and Common Area D known as Champagne Blvd., as shown in Plat of The Vineyard Cottages, Section 1.


 


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Stonebridge Specialty Care Community)


 


THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF Clark, STATE OF Washington, AND IS DESCRIBED AS FOLLOWS.


 


Parcel I


 


Real property being a portion of Lot 11 of JAGGY HOMESTEAD LOTS, according to the plat thereof, recorded in Book B of Plats, at Page 12, records of Clark County, Washington, in the Southeast quarter of the Northwest quarter of Section 17, Township 2 North, Range 2 East, Willamette Meridian, in the City of Vancouver, Clark County, Washington, described as follows:


 


Beginning at the Southeast corner of that parcel of land conveyed to Ronald N. Province and Anita A. Province by deed recorded under Auditor’s File No. 7803140086, deed records of said County, said point also being on the North right of way line of N. E. Vancouver Mall Drive, 30 feet from the centerline, as shown on Book 43 of Surveys at Page 112, said point also being a point on an arc with a 1939.86 foot radius curve; thence along the South line of said Province parcel and said North right of way line and along said curve to the left, from a tangent bearing of South 78°47’05’ West, through a central angle of 00°56’02”, an arc distance of 31.62 feet to a point of tangency; thence continuing along the South line of said Province parcel and said North right of way line South 77°51’03” West 364.97 feet; thence leaving said right of way line North 01°49’42” East 342.91 feet to a point on the South right of way line of N. E. 51st Street as shown on said Survey, said point being 30 feet from the centerline of said Street when measured as right angles; thence along said right of way line South 88°55’08” East 385.07 feet to the Northwest corner of said Province parcel; thence along the East line of said Province parcel South 01°51’32” West 252.39 feet to the Point of Beginning.


 


Parcel II


 


An easement over real property for a storm water facility, described as follows:


 


Beginning at the Southwest corner of the above described parcel; thence along the North right of way line of said N. E. Vancouver Mall Drive South 77°51’03” West 126.94 feet; thence leaving said North right of way line North 00°08’31” West 37.55 feet; thence North 83°15’58” East 125.87 feet to a point on the west line of said parcel; thence along said West line South 01°49’42” West 25.60 feet to the Point of Beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Riverstone, Emeritus at)


(Terrace at Riverstone)


 


All that tract or parcel of land lying and being in Land Lot 192 of the 14th District, 2nd Section of Cherokee County, Georgia, and being more particularly described as follows:


 


Begin at the mitred intersection of the rights-of-way of Reinhardt College Parkway (westerly R/W) and Riverstone Terrace (Southern R/W); proceed along the Southern right-of-way of Riverstone Terrace 181.77’ to an iron pin set (1/2” rebar). said point being the true Point of Beginning. Thence from said True Point of Beginning


 


Proceed South 00 degrees 01 minutes 47 seconds East 105.33 lo an iron pin set (1/2” rebar).


 


Thence proceed South 38 degrees 22 minutes 30 seconds East 149.45’ to an iron pin found (1” open top Pipe).


 


Thence proceed South 27 degrees 51 minutes 23 seconds West 95.44’ to an iron pin set (1/2” rebar).


 


Thence proceed South 27 degrees 46 minutes 18 seconds West 75.08’ to an iron pin set (1/2” rebar).


 


Thence proceed South 25 degree 52 minutes 10 seconds West 80.10’ to an iron pin found (3/4’ crimped top pipe).


 


Thence proceed North 72 degrees 00 minutes 14 seconds West 305.18’ to an iron pin set (1/2” rebar).


 


Thence proceed North 00 degrees 00 minutes 00 seconds East 350.91’ to an iron pin set (1/2” rebar).


 


Thence proceed North 89 degrees 58 minutes 02 seconds East 311.95’ to an iron pin set (1/2” rebar).


 


Said Point being the true Point of Beginning.


 


Said tract being 3.18 acres and being known as Parcel A, as shown and further described on a plot of survey from the Oaks at Riverstone L.L.C. by Roger S. Lee & Assoc. Inc., dated October 20, 2004.


 


AS SURVEYED LEGAL DESCRIPTION:


 


All that tract or parcel of land lying and being in Land Lot 192 of the 14th District, 2nd Section of Cherokee County, Georgia, and being more particularly described as follows:


 


Commencing at the mitered intersection of the rights of way of Reinhardt College Parkway (westerly R/W) and Riverstone Terrace (Southerly R/W), then proceed along the Southerly right of way of Riverstone Terrace for 171.77 feet to a pin set (1/2 inch re-bar) set at the POINT OF BEGINNING; then leaving said right of way, proceed South 00 degrees 01 minutes 47 seconds East for 105.33 feet to a (1/2 inch re-bar) set; then South 38 degrees 22 minutes 30 seconds East for 149.45 feet to a (1/2 inch re-bar) set; then South 27 degrees 51 minutes 23 seconds West for 95.44 feet to a point; then South 27 degrees


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Riverstone, Emeritus at)


(Terrace at Riverstone)


 


46 minutes 18 seconds West for 75.08 feet to a point; then South 25 degrees 52 minutes 10 seconds West for 80.10 feet to a (1/2 inch open top pipe) found; then North 72 degrees 00 minutes 14 seconds West for 312.22 feet to a (1/2 inch re-bar) set; then North 01 degrees 05 minutes 59 seconds East for 343.80 feet to a (1/2 inch re-bar) set on the southerly right of way of Riverstone Terrace; then North 89 degrees 58 minutes 02 seconds East along said right of way for 311.95 feet to the (1/2 inch re-bar) set at the POINT OF BEGINNING.


 


Said Tract of Parcel contains 3.203 acres of land, more or less, along with all improvements thereon and as shown on the survey by the Bentley-Craton Group (file 07004) dated January 30, 2007 and is the same property shown on the survey for The Oaks at Riverstone, LLC by Roger S. Lee &. Associates, Inc dated September 28, 2005.


 


PARCEL II:


 


Easements as set forth in that certain Easement Agreement between Bright-Sasser Canton, L.L.C., a Georgia limited liability company and The Oaks at Riverstone, LLC, a Georgia limited liability company, dated September 20, 2004, filed for record January 7, 2005, and recorded in Deed Book 7627, Page 56, Cherokee County, Georgia, records.


 


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Palms Assisted Living and Memory Care Center, The)


(The Palms)


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ROSEVILLE, COUNTY OF PLACER, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:


 


Parcel 9B of Parcel Map filed for record in the office of the recorder of Placer County, California on May 29, 1996 in Book 28 of Parcel Maps, at Page 110, Placer County Records.


 


APN: 457-070-002-000


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Springfield - The Woodside, Emeritus at)


(Woodside Village)


 


Parcel 1 of LAND PARTITION PLAT NO. 98-P1 192, as filed November 10, 1998, Lane County Oregon Plat Records, Lane County, Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hermiston Terrace Assisted Living Residence)


 


The Southeast Quarter of the Southwest Quarter of the Southwest Quarter of Section 10, Township 4 North, Range 28, East of the Willamette Meridian, Umatilla County, Oregon;


 


EXCEPTING THEREFROM that portion lying within the right of way of SW 9th Street and West Highland Avenue;


 


ALSO EXCEPTING THEREFROM that tract of land conveyed to Highland Avenue Baptist Church by Deed recorded in Book 305, Page 329, Umatilla County Deed Records;


 


ALSO EXCEPTING THEREFROM that tract of land conveyed to Merle P Jewett, et al by Deed recorded in Reel 126, Page 2051, Umatilla County Microfilm Records;


 


ALSO including the West 339.6 feet of the South 152 feet of Northeast Quarter of Southwest Quarter of Southwest Quarter of said Section 10, Township 4 North, Range 28, East of the Willamette Meridian, Umatilla County, Oregon, EXCEPTING THEREFROM the East 30 feet and the North 50 feet thereof.


 


SUBJECT TO any and all water rights of way and roads.


 


 


 


 


EXHIBIT A-2


 


(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 


[See attached]


 


Exhibit A-2


 


 


 


EXHIBIT A-2


 


(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 



	 	 	  	  	  	  	  	 	 	 	 	
Stable

	 	  	
Lease Term

	 	
Initial Annual


Allocated


Minimum

	 	 	
Allocated


Initial

	 
	
ID#

	 	
Facility


Name

	
Address

	
City

	
State

	
Lessor

	 	
Total


Units

	 	 	
/ Non-


Stable

	 	
Primary Intended Use

	
Initial

	
1st


Extension

	
2nd


Extension

	 	
Rent (in


$MM)

	 	 	
Investment


(in $MM)

	 
	
Lease Pool 2 Facilities

	  	  	  	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 
	 	 	  	  	  	  	  	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 
	 	582	 	
Alpine Court

	
3720 N Clarey St

	
Eugene

	
OR

	
HCP SH ELP2 Properties, LLC

	 	 	72	 	 	 	[	***]	
16-unit cottage, 56-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	583	 	
Alpine Springs

	
3760 N Clarey St

	
Eugene

	
OR

	
HCP SH ELP1 Properties, LLC

	 	 	70	 	 	 	[	***]	
70-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	559	 	
Brentmoor

	
3515 10Th St SW

	
Minot

	
ND

	
HCP SH ELP2 Properties, LLC

	 	 	85	 	 	 	[	***]	
85-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	534	 	
Brookside

	
4450 Old Hamilton Mill Rd

	
Buford

	
GA

	
HCP SH ELP2 Properties, LLC

	 	 	61	 	 	 	[	***]	
48-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	623	 	
Canyonview Estates

	
7404 Wallace Blvd

	
Amarillo

	
TX

	
HCP SH ELP2 Properties, LLC

	 	 	132	 	 	 	[	***]	
73-unit independent living, 59-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	594	 	
Chehalem Springs

	
3802 Hayes Street

	
Newberg

	
OR

	
HCP SH ELP2 Properties, LLC

	 	 	107	 	 	 	[	***]	
24-unit cottage, 83-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
9 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	558	 	
Churchill

	
140 Carriage Club Dr

	
Mooresville

	
NC

	
HCP SH ELP2 Properties, LLC

	 	 	135	 	 	 	[	***]	
29-unit independent living, 86-unit assisted living care, 20-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	636	 	
Cliff View

	
134 W 2025 South Cir

	
Saint George

	
UT

	
HCP SH ELP2 Properties, LLC

	 	 	75	 	 	 	[	***]	
47-unit assisted living care, 28-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	630	 	
Cottage Village

	
110 Frankford Ave

	
Lubbock

	
TX

	
HCP SH ELP2 Properties, LLC

	 	 	56	 	 	 	[	***]	
16-unit cottage, 40-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]





 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


EXHIBIT A-2


 


(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 



	 	 	  	  	  	  	  	 	 	 	 	
Stable

	 	  	
Lease Term

	 	
Initial Annual


Allocated


Minimum

	 	 	
Allocated


Initial

	 
	
ID#

	 	
Facility


Name

	
Address

	
City

	
State

	
Lessor

	 	
Total


Units

	 	 	
/ Non-


Stable

	 	
Primary Intended Use

	
Initial

	
1st


Extension

	
2nd


Extension

	 	
Rent (in


$MM)

	 	 	
Investment


(in $MM)

	 
	 	581	 	
Eagle Cove

	
261 Loto St

	
Eagle Point

	
OR

	
HCP SH ELP2 Properties, LLC

	 	 	78	 	 	 	[	***]	
16-unit independent living, 62-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	638	 	
Eagle Meadows

	
550 E Whitman Dr

	
College Place

	
WA

	
HCP SH ELP2 Properties, LLC

	 	 	82	 	 	 	[	***]	
82-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	649	 	
Englewood Heights

	
3710 Kern Rd

	
Yakima

	
WA

	
HCP SH ELP2 Properties, LLC

	 	 	93	 	 	 	[	***]	
73-unit assisted living care, 20-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	542	 	
Flint River

	
250 Water Tower Ct

	
Macon

	
GA

	
HCP SH ELP2 Properties, LLC

	 	 	36	 	 	 	[	***]	
36-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	549	 	
Glendale Place

	
905 Glendale Rd

	
Murray

	
KY

	
HCP SH ELP2 Properties, LLC

	 	 	84	 	 	 	[	***]	
84-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	611	 	
Hawthorne Inn at Hilton Head

	
15 Main St

	
Hilton Head Island

	
SC

	
HCP Senior Housing Properties Trust

	 	 	90	 	 	 	[	***]	
51-unit independent living, 39-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	563	 	
Heartland Park

	
500 Heartland Park Dr

	
Seward

	
NE

	
HCP SH ELP2 Properties, LLC

	 	 	97	 	 	 	[	***]	
43-unit independent living, 54-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
5 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	593	 	
Heron Pointe

	
504 Gwinn Street E

	
Monmouth

	
OR

	
HCP SH ELP2 Properties, LLC

	 	 	61	 	 	 	[	***]	
61-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	664	 	
Heron Pointe Cottages

	
504 Gwinn St E

	
Monmouth

	
OR

	
HCP SH ELP2 Properties, LLC

	 	 	10	 	 	 	[	***]	
10-unit cottage and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
9 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	631	 	
Holiday Lane Estates

	
6155 Holiday Ln

	
North Richland Hills

	
TX

	
HCP SH ELP2 Properties, LLC

	 	 	50	 	 	 	[	***]	
50-unit assisted living care and such other ses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]





 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


EXHIBIT A-2


 


(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 



	 	 	  	  	  	  	  	 	 	 	 	
Stable

	 	  	
Lease Term

	 	 	
Initial Annual


Allocated


Minimum

	 	 	
Allocated


Initial

	 
	
ID#

	 	
Facility


Name

	
Address

	
City

	
State

	
Lessor

	 	
Total


Units

	 	 	
/ Non-


Stable

	 	
Primary Intended Use

	
Initial

	 	
1st


Extension

	 	 	
2nd


Extension

	 	 	
Rent (in


$MM)

	 	 	
Investment


(in $MM)

	 
	 	535	 	
Lake Springs

	
4355 S Lee St

	
Buford

	
GA

	
HCP SH ELP2 Properties, LLC

	 	 	48	 	 	 	[	***]	
32-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	 	
10 Years

	 	 	
8 Years

	 	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	536	 	
Lake Springs Cottages

	
4355 S Lee St

	
Buford

	
GA

	
HCP SH ELP2 Properties, LLC

	 	 	24	 	 	 	[	***]	
24-unit cottage and such other uses necessary or incidental to such use

	
15 Years

	 	
10 Years

	 	 	
8 Years

	 	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	527	 	
Lassen House

	
705 Luther Rd

	
Red Bluff

	
CA

	
HCP SH Lassen House, LLC

	 	 	60	 	 	 	[	***]	
44-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
8 Years

	 	 	N/A	 	 	 	N/A	 	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	567	 	
LaVilla

	
2725 N Pennsylvania Ave

	
Roswell

	
NM

	
HCP SH ELP2 Properties, LLC

	 	 	92	 	 	 	[	***]	
12-unit cottage, 68-unit assisted living care, 12-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	 	
10 Years

	 	 	
8 Years

	 	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	576	 	
Magnolia Gardens

	
3211 Chandler Rd

	
Muskogee

	
OK

	
HCP SH ELP2 Properties, LLC

	 	 	36	 	 	 	[	***]	
25-unit assisted living care, 11-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	 	
10 Years

	 	 	
8 Years

	 	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	655	 	
Maplewood

	
1000 Maplewood Dr

	
Bridgeport

	
WV

	
HCP Senior Housing Properties Trust

	 	 	132	 	 	 	[	***]	
86-unit independent living, 44-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	 	
10 Years

	 	 	
8 Years

	 	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	642	 	
Montclair Park

	
1250 NE Lincoln Rd

	
Poulsbo

	
WA

	
HCP SH ELP2 Properties, LLC

	 	 	109	 	 	 	[	***]	
85-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	 	
10 Years

	 	 	
8 Years

	 	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	580	 	
Mountain View Ashland

	
548 N Main St

	
Ashland

	
OR

	
HCP SH Mountain View, LLC

	 	 	112	 	 	 	[	***]	
71-unit independent living, 3-unit cottage, 38-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	 	
10 Years

	 	 	
8 Years

	 	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	524	 	
Orchard Park Sunwest

	
14789 Burns Valley Rd

	
Clearlake

	
CA

	
HCP SH ELP2 Properties, LLC

	 	 	41	 	 	 	[	***]	
37-unit assisted living care, 4-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	 	
10 Years

	 	 	
8 Years

	 	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	612	 	
Palm Meadows Court

	
48 Main St

	
Hilton Head Island

	
SC

	
HCP Senior Housing Properties Trust

	 	 	32	 	 	 	[	***]	
32-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	 	
10 Years

	 	 	
8 Years

	 	 	 	[	***]	 	 	[	***]





 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


EXHIBIT A-2


 


(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 



	 	 	  	  	  	  	  	 	 	 	 	
Stable

	 	  	
Lease Term

	 	
Initial Annual


Allocated


Minimum

	 	 	
Allocated


Initial

	 
	
ID#

	 	
Facility


Name

	
Address

	
City

	
State

	
Lessor

	 	
Total


Units

	 	 	
/ Non-


Stable

	 	
Primary Intended Use

	
Initial

	
1st


Extension

	
2nd


Extension

	 	
Rent (in


$MM)

	 	 	
Investment


(in $MM)

	 
	 	613	 	
Palm Meadows Village

	
80 Main St

	
Hilton Head Island

	
SC

	
HCP Senior Housing Properties Trust

	 	 	42	 	 	 	[	***]	
42-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	644	 	
Parkway Village

	
3708 East 57th Ave

	
Spokane

	
WA

	
HCP SH ELP2 Properties, LLC

	 	 	80	 	 	 	[	***]	
80-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	569	 	
Plaza at Sun Mountain

	
6031 W Cheyenne Ave

	
Las Vegas

	
NV

	
HCP SH ELP2 Properties, LLC

	 	 	179	 	 	 	[	***]	
24-unit independent living, 137-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	643	 	
Quail Hollow

	
221 Torbett St

	
Richland

	
WA

	
HCP SH ELP2 Properties, LLC

	 	 	36	 	 	 	[	***]	
36-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	615	 	
Spring Arbor

	
1800 India Hook Rd

	
Rock Hill

	
SC

	
HCP Senior Housing Properties Trust

	 	 	52	 	 	 	[	***]	
36-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	531	 	
Sunrise Creek

	
1968 Sunrise Dr

	
Montrose

	
CO

	
HCP SH ELP2 Properties, LLC

	 	 	109	 	 	 	[	***]	
14-unit cottage, 71-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
9 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	619	 	
Terrace at Bluegrass

	
674 E Main St

	
Hendersonville

	
TN

	
HCP SH ELP2 Properties, LLC

	 	 	58	 	 	 	[	***]	
40-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	565	 	
The Cottages

	
3920 Juan Tabo Blvd Ne

	
Albuquerque

	
NM

	
HCP SH ELP2 Properties, LLC

	 	 	31	 	 	 	[	***]	
31-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	654	 	
The Heritage

	
RR 4 Box 17

	
Bridgeport

	
WV

	
HCP Senior Housing Properties Trust

	 	 	51	 	 	 	[	***]	
51-unit skilled nursing facility and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	564	 	
The Oaks

	
1500 Vintage Hill Dr

	
Wayne

	
NE

	
HCP SH ELP2 Properties, LLC

	 	 	80	 	 	 	[	***]	
46-unit independent living, 34-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]





 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


EXHIBIT A-2


 


(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 



	 	 	  	  	  	  	  	 	 	 	 	
Stable

	 	  	
Lease Term

	 	
Initial Annual


Allocated


Minimum

	 	 	
Allocated


Initial

	 
	
ID#

	 	
Facility


Name

	
Address

	
City

	
State

	
Lessor

	 	
Total


Units

	 	 	
/ Non-


Stable

	 	
Primary Intended Use

	
Initial

	
1st


Extension

	
2nd


Extension

	 	
Rent (in


$MM)

	 	 	
Investment


(in $MM)

	 
	 	622	 	
Waterford in Bellevue

	
8188B Sawyer Brown Rd

	
Nashville

	
TN

	
HCP SH ELP2 Properties, LLC

	 	 	69	 	 	 	[	***]	
53-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	634	 	
Willows at Sherman

	
3410 Post Oak Crossing

	
Sherman

	
TX

	
HCP SH ELP2 Properties, LLC

	 	 	46	 	 	 	[	***]	
37-unit assisted living care, 9-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	547	 	
Woodstock Estates

	
1000 Professional Way

	
Woodstock

	
GA

	
HCP SH ELP2 Properties, LLC

	 	 	50	 	 	 	[	***]	
38-unit assisted living care, 12-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	 	 	
Total Lease Pool 2 (42 Properties)

	  	 	 	3,043	 	 	 	 	 	  	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	
Lease Pool 2 Potential Facilities*

	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	617	 	
Cordova Estates

	
1535 Appling Care Ln

	
Cordova

	
TN

	
HCP SH ELP2 Properties, LLC

	 	 	76	 	 	 	[	***]	
55-unit assisted living care, 21-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	525	 	
Crown Pointe

	
737 Magnolia Ave

	
Corona

	
CA

	
HCP SH Crowne Point, LLC

	 	 	159	 	 	 	[	***]	
150-unit assisted living care, 9-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	588	 	
River Road

	
592 Beaver Dr NE

	
Keizer

	
OR

	
HCP SH River Road, LLC

	 	 	49	 	 	 	[	***]	
49-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	607	 	
Windfield Village

	
8170 SW Vlahos Dr

	
Wilsonville

	
OR

	
HCP SH Windfield Village, LLC

	 	 	84	 	 	 	[	***]	
57-unit independent living, 27-unit assisted living care and such other uses necessary or incidental to such use

	
15 Years

	
10 Years

	
8 Years

	 	 	[	***]	 	 	[	***]





 


 


* One or more of the foregoing facilities listed under the heading “Lease Pool 2 Potential Facilities” may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date.  None of such facilities shall constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property”.


 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Alpine Court, Emeritus at)


 


Lot 7, BARGER DRIVE P.U.D., as platted and recorded in File 75, Slides 556, 557, 558, 559 and 560, Lane County Oregon Plat Records, in Lane County, Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Alpine Springs, Emeritus at)


 


Lot 6, BARGER DRIVE P.U.D., as platted and recorded in File 75, Slides 556, 557, 558, 559 and 560, Lane County Oregon Plat Records, in Lane County, Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Brentmoor Assisted Living Community)


 


Lot 1, Urban Seventh Addition to the City of Minot, Ward County, North Dakota


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Brookside Senior Living Community)


 


All that tract or parcel of land lying and being in Land Lot 261 and 268 of the 7th District, City of Buford, Gwinnett County, Georgia, being 16.664 acres, as shown on plat of survey for Guerry W. Garrett, Harold C. Morgan and John McGeary, dated June 18, 1992, by Rochester & Associates, Inc., Registered Land Surveyors, which plat is recorded in Plat Book 59, Page 267B, Plat Records of Gwinnett County, Georgia, and is incorporated herein by reference and made a part of this description.


 


Less and Except


 


All that tract or parcel of land lying and being in Land Lots 261 and 268, of the 7th District, Gwinnett County, Georgia, in the City of Buford, containing 1.446 acres as shown on plat of survey for GH& J Properties, dated December 5, 1997, by Rochester & Associates, Inc., Registered Land Surveyors, which plat is recorded in Plat Book 79, Page 27, Plat Records of Gwinnett County, Georgia, and is incorporated herein by reference and made a part of this description.


 


All that tract or parcel of land lying and being in Land Lots 261 and 268, of the 7th District, Gwinnett County, Georgia, in the City of Buford, containing 6.317 acres as shown on plat of survey far GH&J Properties, dated December 5, 1997, by Rochester & Associates, Inc., Registered Land Surveyors, which plat is recorded in Plat Book 79, Page 28, Plat Records of Gwinnett County, Georgia, and is incorporated herein by reference and made a part of this description.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Canyonview Estates, Emeritus at)


 


Being all of Lot 4, Block 1 of Amended Ridgeview Medical Center Unit No. 12, an addition to the City of Amarillo in Potter County, Texas, according to the map or plat thereof, recorded in Volume 2688, Page 507 of the Official Public Records of Potter County, Texas.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Chehalem Springs Assisted Living Community)


 


The Land referred to in this policy is described as follows:


 


Parcel 2, PARTITION PLAT 2001-38, in the City of Newberg, recorded October 23, 2001, as Instrument No. 200118649, Deed and Mortgage Records, County of Yamhill, State of Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Churchill, Emeritus at)


 


Lying and being situate in Iredell County, North Carolina, and being more particularly described as follows:


 


Being all of Tracts B, D, Z, H and I, as such are depicted on a plat entitled “Revision Of Lake Norman Pavillion”, according to the plat thereof, recorded in Map Book 36, page 119 and revised in Map Book 40, page 129, in the Office of the Register of Deeds of Iredell County, North Carolina.


 


AND INCLUDING ALL THE right, title and interest to those certain access easements recorded in Book 1260 at Page 2417 and Book 1558 at Page 1275 of the Iredell County Public Registry.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Cliff View, Emeritus at)


 


Situated in the County of Washington. State of Utah:


 


A parcel of land located in Section 6, Township 43 South, Range 15 West, Salt Lake Base and Meridian and in Section 1, Township 43 South, Range 16 West, Salt Lake Base and Meridian being more particularly described as Follows:


 


Beginning at the Northeast corner of Sweetwater St. George Timeshare Project II, a Planned Residential Development located in Section 1, Township 43 South, Range 16 West, Salt Lake Base and Meridian, said point being North 80°00'00" East 1196.04 feet along the South line and its extension and North 302.84 feet from the Southwest corner of Tonaquint-Indian Hills, a Planned Unit Residential Development and running thence South 11°01'39" West 163.49 feet along said East line of the Sweetwater St. George Timeshare Project II to a point on a curve to the right, the radius point of which is South 37°45'24" East 355.00 feet; thence Easterly along the arc of said curve 444.89 feet; thence North 29°34'37" East 338.81 feet; thence North 4°15'19" West 89.77 feet; thence South 66°30'15" West 595.01 feet to the point of beginning.


 


The following is shown for informational purposes only: Tax ID No. SG-5-3-6-34181


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Cottage Village Senior Living Community)


 


Metes and Bounds Description of Tracts “H”, “G-1-A”, “G-1-B”, “1-1"& “1-2" and Lots 308 thru 314, Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat and/or dedication deed thereof recorded in Volume 4059, Page 268, Official Real Property Records of Lubbock County, Texas, Volume 4940, Page 82, and Volume 5556 Page 216, Official Real Property Records of Lubbock County, Texas, Same being previously described as three tracts, said three tracts further described as follows:


 


PARCEL 1:


 


Metes and Bounds Description of a tract of land located In Section 2, Block J-S, Lubbock County, Texas, same being all of TRACT “H” of Tracts “G”, “H” and “I” shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded in Volume 4059, Page 268, Official Real Property Records, Lubbock County, Texas, and a portion of Tract “I-1", of Lots 283A through 307A, Lots 308 through 314 and Tracts “G-1" “I-1" and “I-2"°, Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded in Volume 4840, Page 82, of the Official Real Property Records, Lubbock County, Texas, being further described as follows:


 


BEGINNING at a 1/2" rod with cap found in the West right-of-way line of Frankford Avenue, at the Southeast corner of said Tract “I-1", Shadow Hills, which bears N. 00°12'40"W. 1,751.33 feet and West 60.00 feet from the Southeast corner of Section 2, Block J-S. Lubbock County, Texas:


 


THENCE West along the South line of said Tract “I-1", a distance of 274.43 feet to a 1/2" rod with cap found;


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Cottage Village Senior Living Community)


 


THENCE N. 64°30' W. alongthe South line of said Tract “I-1" a distance of 315.33 feet to a cross found in concrete in the right-of-way line of Genoa Avenue;


 


THENCE along the right-of-way line of Genoa Avenue and around a curve to the left, said curve having a radius of 50.00 feet, a central angle of 173°06'28", and a chord distance of 99.82 feet to a “A” rod with cap found;


 


THENCE S. 64°30' E. a distance of 185.04 feet to a point in the West line of said Tract “H”, Shadow Hills;


 


THENCE N. 00°12'40" W. along said West line of Tract “H” a distance of 518.68 feet to a “crow’s foot” found in concrete at the Northwest corner of said Tract “H”, Shadow Hills;


 


THENCE East along the North line of said Tract “H” a distance of 354.00 feet to a 1/2" iron pipe found in the West right-of-way line of Frankford Avenue at the Northeast corner of said Tract “H”, Shadow Hills;


 


THENCE S. 00°12'40" E, along said West right-of-way line of Frankford Avenue a distance of 667.33 feet to the Point of Beginning.


 


PARCEL 2:


 


Metes and Bounds Description of a tract of land located in Section 2, Block J-S, Lubbock County, Texas, same being all of Lots 308 through 314, both inclusive, all of Tract “I-2", and a portion of Tract “I-1", of Lots 283A through 307A, Lots 308 through 314 and Tract “G-1", “I-1" and “I-2", Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded In Volume 4940, Page 82, Official Real Property Records, Lubbock County, Texas, being further described as follows;


 


BEGINNING at a point in the West line of Tract “H”, Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded In Volume 4059, Page 288, Official Real Property Records. Lubbock County, Texas, said point bears N. 00 12 40" W. 1899.33 feet and West 414.00 feet from the Southeast corner of Section 2, Block J-S, Lubbock County, Texas;


 


THENCE N. 64"30' W. a distance of 185.04 feet to a 1/2" rod with cap found at a point of tangency in the right of-way line of Genoa Avenue;


 


THENCE Westerly along said right-of-way of Genoa Avenue and around a curve to the left, said curve having a radius of 50.00 feet, a central angle of 33 22'01", and a chord distance of 28.71 feet to a “crow’s foot” found in concrete;


 


THENCE N. 25 30' E. a distance of 331.15 feet to a “crow’s foot found in concrete;


 


THENCE S. 64 30' E. a distance of 12.5 feet to a “crow’s foot” found in concrete;


 


THENCE N. 25 30' E. a distance of 92.54 feet to a 1/2" rod with cap found in the West line of said Tract “H” Shadow Hills;


 


THENCE S. 00 12'40" E. along the West line of said Tract “H”, a distance of 461.06 feet to the Point of Beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Cottage Village Senior Living Community)


 


PARCEL 3:


 


Metes and Bounds Description of a tract located in Section 2, Block J-S, Lubbock County, Texas, same being Tracts “G-1-A” and “G-1-B”, Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded in Volume 5556, Page 216, Official Real Property Records, Lubbock County, Texas, being further described as follows:


 


BEGINNING at a 4" iron pipe found in the West right-of-way line of Frankford Avenue. at the Southeast corner of said Tract “G-1-A” Shadow Hills, which bears N. 00 12'40” W. 2,418.66 feet and West 60.00 feet from the Southeast corner of Section 2, Block J-S, Lubbock County, Texas:


 


THENCE West a distance of 328.30 feet to a 1/2” rod with cap found:


 


THENCE N. 25°30' E. a distance of 132.52 feet to a “crow’s foot” found in concrete:


 


THENCE N. 64°30' W. a distance of 12.5 feet to a cross found in concrete:


 


THENCE N. 25°30' E. a distance of 293.11 feet to n “crow’s foot” found in concrete at a point of curvature;


 


THENCE Easterly around a curve to the right, said curve having a radius of 77.50 feet, a central angle of 64°30' tangent lengths of 48.90 feet, and a chord distance of 82.71 feet to a “crow’s foot” found in concrete at a point of tangency:


 


THENCE East a distance of 82.77 feet to across found in concrete at a point in the West right-of-way line of Frankford Avenue:


 


THENCE S. 00°12'40” E. along said West right-of-way line of Frankford Avenue distance of 433.74 feet to the Point of Beginning.


 


TRACT 4:


 


Reciprocal Ingress, Egress, Private Utility and Parking Easements shown on Note on Plat with Dedication Deed recorded in Volume 4059, Page 268, Official Real Property Records, Lubbock County, Texas., as shown on Note on plat with Dedication Deed recorded In Volume 4940, Page 82, Official Real Property Records, Lubbock County, Texas and as shown on Note on Plat with Dedication Deed recorded In Volume 5556, Page 216, of the Official Real Property Records, Lubbock County, Texas.


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Eagle Cove, Emeritus at)


 


PARCEL I


 


Beginning at the Southeasterly corner of Block 11 of Central Addition to the City of Eagle Point, according to the Official Plat thereof, now of record in Jackson County, Oregon; thence North 64°34'00" West, along the Southwesterly line thereof, 294.93 feet to the Southeasterly corner of Lot 16; thence North 25°21'39" East, along the Southeasterly line of Lots 16, 15, 14, 13 and 12, a distance of 124.88 feet to the Northeasterly corner of said Lot 12; thence North 64°34'00" West along the Northeasterly line thereof, 96.70 feet to a point on the Northwesterly line of said Block 11; thence North 19°22'00" East along said Northwesterly line, 127.93 feet; thence along the arc of a 25.00 foot radius curve to the right (the long chord to which bears North 67°24'00" East 37.18 feet) an arc distance of 41.92 feet to a point on the Northeasterly line of said Block 11; thence South 64°34'00" East along said Northeasterly line, 230.29 feet to a 5/8 inch iron pin; thence South 25°23'43" West 139.87 feet to a 5/8 inch iron pin; thence South 64°34'00" East 150.06 feet to a point on the Southeasterly line of Block 11, said point being marked with a 5/8 inch Iron pin; thence South 25°26'00" West along said Southeasterly line, 139.87 feet to the point of beginning. ALSO: All that portion of the vacated Nova and Kelso Streets adjacent to said property and Inuring thereunto by law, vacated by Ordinance No. 11-77 of the City of Eagle Point, and recorded March 15, 2001 as Document No. 01-10055, Official Records of Jackson County, Oregon.


 


PARCEL II


 


Lots 12-16 in Block 11 of Central Addition to the City of Eagle Point, according to the Official Plat thereof, now of record in Jackson County, Oregon. TOGETHER WITH: Those portions of Kelso Street and Nova Street vacated by Ordinance No. 11-77 per Document No. 01-10055, Official Records of Jackson County, Oregon, more particularly described as follows: Beginning at a 5/8 inch rebar on the Northwesterly boundary of Central Addition, according to the Official Plat thereof, now of record in said Jackson County, said 5/8 inch rebar bears North 19°22'00" East 5.76 feet from the Northwesterly corner of Lot 1 In Block 12 said Central Addition; thence North 19°22'00" East along said Northwesterly boundary. 174.87 feet to a point which bears North 70°38'00" West 50.00 feet from the Northwesterly corner of Lot 12 in Block 11 of said Central Addition; thence South 70°38'00" East 50.00 feet to said Northwesterly corner of Lot 12; thence South 19°22'00" West along the Northwesterly boundary of Lots 12-16 of said Block 11, a distance of 125.58 feet to the Southwesterly corner of said Lot 16; thence South 64°34'00' East along the Southwesterly boundary of said Lot 16, a distance of 78.61 feet to a point on the Southeasterly boundary of the aforementioned street vacation; thence South 25°06'01" West along said boundary 54.89 feet to a 5/8 inch rebar; thence leaving said boundary, North 64°17'20" West 123.12 feet to the point of beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Eagle Meadows Assisted Living Community)


 


Parcel 1 of Whitman PUD Phase II as per Plat recorded March 15, 2001 under Auditor’s File No. 0102443 in Roll File 6 at Page C-10, records of Walla Walla County, State of Washington Excepting therefrom that portion deeded to the City of College Place for Sidewalk purposes under Quit Claim Deed filed July 12, 2010, under Auditor’s 2010-05308, records of the Auditor of Walla Walla County, State of Washington. Situate in the City of College Place, State of Washington


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Englewood Heights Senior Living Community)


 


Lot 3 of Short Plat, recorded under Auditor’s File Number 7011395, records of Yakima County, Washington.


 


Situated in Yakima County, State of Washington.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Flint River Senior Living Community)


 


ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 338 OF THE THIRTEENTH LAND DISTRICT OF MBB COUNTY, GEORGIA, AND BEING IN THE CITY OF MACON, CONTAINING 2.94 ACRES, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: TO REACH THE POINT OF BEGINNING, BEGIN AT THE 3/4-INCHED CRIMPED TOP PIPE LOCATED AT THE POINT OF INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY LINE OF FORSYTH ROAD (GEORGIA HIGHWAY NO. 19 AND U.S. HIGHWAY NO. 41) AND THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD (SAID 3/4 INCH CRIMPED TOP PIPE BEING LOCATED SOUTH 52 DEGREES 37 MINUTES 38 SECONDS EAST OF AND 1.25 FEET FROM A CONCRETE RIGHT-OF-WAY MONUMENT); AND RUN THENCE NORTH 38 DEGREES 06 MINUTES 11 SECONDS EAST ALONG THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD A DISTANCE OF 269.35 FEET TO AN IRON PIN; RUN THENCE IN A GENERALLY NORTHEASTERLY DIRECTION ALONG THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD, WHICH IS ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 520.00 FEET AN ARC DISTANCE OF 256.24 FEET TO AN IRON PIN LOCATED NORTH 23 DEGREES 59 MINUTES 12 SECONDS EAST OF AND A CHORD DISTANCE OF 253.65 FEET FROM THE IRON PIN HEREINABOVE LAST REFERRED TO, WHICH IS TO THE POINT OF BEGINNING OF SAID 3.94-ACRE TRACT OF LAND, AND FROM SAID POINT OF BEGINNING AS


 


THUS ESTABLISHED RUN THENCE IN A GENERALLY NORTHEASTERLY DIRECTION ALONG THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD AN ARC DISTANCE OF 30.07 FEET TO AN IRON PIN LOCATED NORTH 06 DEGREES 12 MINUTES 48 SECONDS EAST OF AND A CHORD DISTANCE OF 30.07 FEET FROM THE IRON PIN HEREINABOVE LAST REFERRED TO; RUN THENCE SOUTH 77 DEGREES 44 MINUTES 29 SECONDS EAST A DISTANCE OF 325.13 FEET TO AN IRON PIN; RUN THENCE IN A GENERALLY NORTHEASTERLY DIRECTION ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 30.00 FEET A CHORD DISTANCE OF 52.06 FEET TO AN IRON PIN LOCATED NORTH 52 DEGREES 32 MINUTES 29 SECONDS EAST OF AND A CHORD DISTANCE OF 45.77 FEET FROM THE IRON PIN HEREINABOVE LAST REFERRED TO; RUN THENCE NORTH 02 DEGREE 49 MINUTES 27 SECONDS EAST A DISTANCE OF 89.39 FEET TO AN IRON PIN; RUN THENCE NORTH 15 DEGREES 03 MINUTES 17 SECONDS EAST A DISTANCE OF 84.26 FEET TO A ONE-INCH CRIMPED TO-PIPE; RUN THENCE SOUTH 79 DEGREES 17 MINUTES 41 SECONDS EAST A DISTANCE OF 273.84 FEET TO A 3/4-INCH CRIMPED TOP PIPE; RUN THENCE SOUTH 02 DEGREES 43 MINUTES 09 SECONDS WEST A DISTANCE OF 543.72 FEET TO AN IRON PIN; RUN THENCE NORTH 57 DEGREES 24 MINUTES 26 SECONDS WEST A DISTANCE OF 178.13 FEET TO AN IRON PIN; RUN THENCE NORTH 66 DEGREES 57 MINUTES 45 SECONDS WEST A DISTANCE OF 118.98 FEET TO A 3/4-INCH CRIMPED TOP PIPE; RUN THENCE NORTH 02 DEGREES 49 MINUTES 27 SECONDS EAST A DISTANCE OF 277.91 FEET TO AN IRON PIN; RUN THENCE IN A GENERALLY NORTHWESTERLY DIRECTION ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 30.00 FEET AN ARC DISTANCE OF 42.18 FEET TO AN IRON PIN LOCATED NORTH 37 DEGREES 27 MINUTES 31 SECONDS WEST OF AND A CHORD DISTANCE OF 38.79 FEET FROM THE IRON PIN HEREINABOVE. LAST REFERRED TO; RUN THENCE NORTH 77 DEGREES 44 MINUTES 29 SECOND WEST A DISTANCE OF 337.96 FEET TO AN IRON PIN LOCATED ON THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD, WHICH IS BACK TO THE POINT OF BEGINNING.


 


ALSO; TOGETHER WITH RIGHTS ARISING OUT OF SHARED-USE ROADWAY EASEMENT AGREEMENT DATED APRIL 21, 1998, RECORDED IN DEED BOOK 4158, PAGE 288, AFORESAID RECORDS; AND WATER LINE EASEMENT DATED JULY 17, 1998 RECORDED IN DEED BOOK 4239, PAGE 139, AFORESAID RECORDS; AND DRAINAGE EASEMENT DATED JULY 17, 1998, RECORDED IN DEED BOOK 4239, PAGE 146, AFORESAID RECORDS.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Murray, Emeritus at)


(Glendale Place)


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF CALLOWAY, STATE OF KENTUCKY, AND IS DESCRIBED AS FOLLOWS:


 


Legal description of a tract of land situated in the City of Murray, County of Calloway, State of Kentucky, being a part of the Southwest Quarter of Section 34, Township 2, Range 4 East and being Lot 2 of a Minor Subdivision Plat of the Glendale Church of Christ, Inc. property as shown by plat of record in Plat Book 19, Page 98, slide 1810, and being further described as follows:


 


Beginning at a 1/2" diameter rebar set in the south line of Glendale Road 822.37' east of the centerline of U.S. Highway 641 the northeast corner of Lot 1 and the northwest corner of Lot 2, described herein;


 


thence, 30' from and parallel to the centerline of Glendale Road, north 88 deg. 37' 56" east 515.46' to a 1/2" diameter rebar set in the west line of South 9th street;


 


thence, south 31 deg. 45'01" east 57.96' to a 1/2" diameter rebar set in the west line of South 9th Street;


 


thence, with the west line of South 9th Street, south 00 deg. 56'11" east 350.01 to a 1/2" diameter rebar set, the eastern most point of Lot 1 and the southeast corner of Lot 2;


 


thence, with the south line of Lot 2, south 88 deg. 37'56" west 541.81 to a 1/2" diameter rebar set, the southwest corner of Lot 2;


 


thence, with the west line of Lot 2, north 01 deg. 24'53" west 400.00' to the point of beginning.


 


As surveyed:


 


Legal description of a tract of land situated in the City of Murray, County of Calloway, State of Kentucky, being a part of the Southwest Quarter of Section 34, Township 2, Range 4 East and being Lot 2 of a Minor Subdivision Plat of the Glendale Church of Christ, Inc. property as shown by plat of record in Plat Book 19, Page 1810, and being further described as follows:


 


Beginning at an Iron pin found located in the South right-of-way line (sixty foot right-of-way) of Glendale Road 822.37 feet East of the centerline of U.S. Highway Number 641, said point being the corner of Lot 1 of the Miner Subdivision of the Glendale Church of Christ, Inc., property as recorded in Plat Book 19, Page 1810 in the Office of the County Clerk of Calloway County, Kentucky; thence a line with said right-of-way line, North 88 degrees 37 minutes 56 seconds East, 515.46 feet to an iron pin set in said right-of-way with its point of intersection of the West right-of-way line of Ninth Street; thence a line with said right-of-way line, the next there (3) calls as follows:


 


South 31 degrees 45 minutes 01 seconds East, 27.77 feet to an iron pin set;


South 01 degrees 20 minutes 47 seconds East, 102.65 feet to a point;


South 00 degrees 51 minutes 15 seconds East, 273.56 feet to an iron pin found in said right-of-way line corner of the aforementioned


Lot 2; thence a line with Lot 2, the next two (2) calls as follows;


South 88 degrees 38 minutes 41 seconds West, 526.69 feet to an iron pin found;


North 01 degrees 24 minutes 53 seconds West, 400.04 feet to the point of beginning;


 


Being in all respects the same property conveyed to BRE/SW Glendale Place, LLC by the following deeds:


 



	
  

	
1.              Deed from Stayton SW Assisted Living, L.L.C.; Glendale at Murray Property, LLC; Arias’ covak 5, LLC, aka Arias’ Covak-5, LLC, aka Aria’s Covak-5, LLC; Atid’s Covak 5, LLC, aka Atid’s Covak-5, LLC; Davis’ Covak 5, LLC, aka Davis’ Covak-5, LLC; Each’s Covak 5, LLC, aka Each’s Covak-5, LLC, Hermann’s Covak 5, LLC, aka Herman’s Covak-5, LLC; Kinsey’s Covak 5, LLC, aka Kinsey’s Covak-5, LLC; Langford’s Covak 5, LLC, aka Langford’s Covak-5, LLC; Michael’s Covak 5, LLC, aka Michael’s Covak-5-LLC; Nager’s Covak 5, LLC, aka Nager’s Covak-5, LLC; Reber’s Covak 5, LLC, aka Reber’s Covak-5 LLC; Ridge Park’s Covak 5, LLC, aka Ridge Park’s Covak-5, LLC; Schnyders’ Covak 5, LLC, aka Schnyders’ Covak-5, LLC; Steams’ Covak 5, LLC, aka Steams’ Covak-5, LLC; Sylla’s Covak 5, LLC, aka Sylla’s Covak-5, LLC; Wolf’s Covak 5, LLC, aka Wolfe’s Covak-5 LLC; Wong’s Covak 5, LLC, aka Wong’s Covak-5, LLC; Yee’s Covak 5, LLC, aka Yee’s Covak-5, LLC; dated August 5, 2010, of record in Book 859, page 393, Calloway County Clerk’s Office;








	
  

	
 








	
  

	
2.              Deed from B Brournand’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 453, aforesaid clerk’s office:








	
  

	
 







 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Murray, Emeritus at)


(Glendale Place)


 



	
  

	
3.                                      Deed from C Brournand’s Covak-5 LLC, dated August 5, 2010, of record in Book 859, Page 461, aforesaid clerk’s office;








	
  

	
 








	
  

	
4.                                      Deed from Forsch’s Covak-5 LLC, dated August 5, 2010, of record in Book 859, Page 469, aforesaid clerk’s office;








	
  

	
 








	
  

	
5.                                      Deed from Gavriel’s Covak-5 LLC, dated August 5, 2010, of record in Book 859, Page 477, aforesaid clerk’s office;








	
  

	
 








	
  

	
6.                                      Deed from G. Travess’ Covak-5, LLC, aka G Travess’ Covak 5, LLC, dated August 5, 2010, of record in Book 859, Page 486, aforesaid clerk’s office;








	
  

	
 








	
  

	
7.                                      Deed from Levine’s COVAK-5, LLC, aka Levine’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 494, aforesaid clerk’s office;








	
  

	
 








	
  

	
8.                                      Deed from M Travess’ Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 504, aforesaid clerk’s office;








	
  

	
 








	
  

	
9.                                      Deed from Highpointe’s COVAK-5, LLC, aka Highpointe’s Covak-5 LLC, dated August 5, 2010, of record in Book 859, Page 512, aforesaid clerk’s office;








	
  

	
 








	
  

	
10.                               Deed from New Haven’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 520, aforesaid clerk’s office;








	
  

	
 








	
  

	
11.                               Deed from Novak’s Covak-5, LLC, aka Novak’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 528, aforesaid clerk’s office;








	
  

	
 








	
  

	
12.                               Deed from NWB’s Covak 5, LLC, aka NWB’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 536, aforesaid clerk’s office;








	
  

	
 








	
  

	
13.                               Deed from Premiere’s Covak-5,LLC, dated August 5, 2010, of record in Book 859, Page 549, aforesaid clerk’s office;








	
  

	
 








	
  

	
14.                               Deed from Ruderman’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 557, aforesaid clerk’s office;








	
  

	
 








	
  

	
15.                               Deed from Walsh COVAK 5, LLC, aka Walsh’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 566, aforesaid clerk’s office;








	
  

	
 








	
  

	
16.                               Deed from Scott’s COVAK 5, LLC, aka Scott’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 574, aforesaid clerk’s office;







 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hawthorne Inn at Hilton Head, Emeritus at)


 


TRACT A:


 


ALL that certain piece, parcel or lot of land, lying and being on Hilton Head Island, Beaufort County, South Carolina and being shown and described as Parcel 2-3, Phase I, Palmetto Hall Commercial Park, on a plat thereof entitled “Palmetto Hall Commercial Park, Parcels 1-C, 1-D, 1-E and 2-3 Palmetto Hall Commercial Park, Hilton Head Island, Beaufort County, South Carolina for Greenwood Development Corporation”, said plat being prepared by Hussey, Gay, Bell & DeYoung, Inc., Consulting Engineers, Savannah, Georgia, James M. Sims, S.C. Reg. L.S #13169, said plat being dated December 17, 1997, as latest revised June 3, 1998, recorded in Plat Book 65 at Page 114, Beaufort County Records, on June 15, 1998. For a more detailed description as to the courses and distances, metes and bounds of the above mentioned parcel, reference is had to said plat of record.


 


TRACT B:


 


ALL that certain piece, parcel or tract of land lying, and being on Hilton Head Island, Beaufort County, South Carolina, being shown and described as “Former 10' Right of Way” on a plat entitled “Plat of 0.006 Acre Portion of the Hospital Campus Entrance Road, Palmetto Hall Commercial Park, Hilton Head Island, Beaufort County, South Carolina,” prepared by Hussey, Gay, Bell & DeYoung, Consulting Engineers, James M. Sims, S.C.R.L.S. No. 13169, said plat being dated July 23, 1998, and recorded in the Beaufort County Records in Plat Book 66 at Page 165. Said property is more particularly described by courses and distances, metes and bounds, as follows:


 


The Point of Beginning is a point which marks the intersection of the southeastern corner of Parcel 2-3 as it intersects the Hospital Campus Entrance Road; from said Point of Beginning proceeding S 54°48'55" W for a distance of 27,58 feet to a point; thence proceeding N 09°48'55" E for a distance of 28.28 feet to a point; thence proceeding S 55°56'29" E for a distance of 21.39 feet to a point which marks the Point of Beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Heartland Park Senior Living Community)


 


Lot 1, Block 1, Heartland Park Estates, Seward, Seward County, Nebraska, EXCEPT that part more particularly described as follows: Beginning at the Northeasterly corner of Lot 1, Block 1, Heartland Park Estates to the City of Seward, located in the West half on the Northwest Quarter of Section 16, Township 11 North, Range 3 East of the 6th P.M., Seward County, Nebraska also said point is on the West line of the East half on the Northwest Quarter and Tax Lot 29 of said Section 16; thence N 88  52 47" W, (an assumed bearing), and on the Northerly line of Lot 1, Block 1 of said Heartland Park Estates, a distance of 30.01 feet; thence S 00   03,06  W, 30 feet Westerly of and parallel to the East line of the West half of the Northwest Quarter, of said Section 16, a distance of 730.14 feet to a point on the Southerly line of Lot 1, Block 1 of said Heartland Park Estates; thence S 88  52' 47" E, and on the Southerly line of Lot 1, Block 1 of said Heartland Park Estates, a distance of 30.01 feet to the Southeasterly corner of Lot 1, Block 1 of said Heartland Part Estates and also said point is on the East line of the West half on the Northwest Quarter of said Section 16; thence N 00   03'06" E, and on the East line of the West half of the Northwest Quarter of said Section 16 and Lot 1, Block 1 of said Heartland Park Estates, a distance of 730.14 feet to the point of Beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Heron Pointe Cottage, Emeritus at)


 


The Land referred to in this policy is described as follows:


 


Parcel 2, of Partition Plat No. 1998-32, recorded September 9, 1998 in Polk County, Oregon.


 


Together with a perpetual non-exclusive easement for ingress and egress, as more particularly described in that certain reciprocal easement agreement, recorded February 22, 1995 in Book 299, Page 1019, Book of Records for Polk County, Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Heron Pointe, Emeritus at)


 


Parcel 1 of Partition Plat No. 1998-32, recorded September 9, 1998 as Fee No. 452736, Polk County, Oregon.


 


Together with a perpetual non-exclusive easement for ingress and egress as more particularly described in that certain reciprocal easement agreement, including the terms and provisions thereof, dated September 2, 1994, recorded February 22, 1995 in Book 299, Page 1019, Book of Records for Polk County, Oregon.


 


Also Together with a 30 foot private access easement and public utility easement as delineated on Partition Plat No. 1998-32, recorded September 9, 1998 in Book of Partition Plats for Polk County, Oregon.


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Holiday Lane Estates, Emeritus at)


 


Lot 1, Block 1, THE COVENANT ADDITION, an Addition to the City of North Richland Hills, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 3855, Plat Records, Tarrant County, Texas.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Lake Springs Assisted Living and Memory Care Community)


 


BEING ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 260 OF THE 7TH DISTRICT, GWINNETT COUNTY, GEORGIA, IN THE CITY OF BUFORD, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 


COMMENCING AT A POINT, SAID POINT BEING AT THE INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY OF SOUTH LEE STREET, (100 RIGHT-OF-WAY) AND THE EAST RIGHT-OF-WAY OF MADDOX ROAD, (VARIABLE RIGHT-OF-WAY), THENCE 1442.8 FEET NORTH AND NORTHWESTERLY ALONG SAID NORTHEASTERLY RIGHT-OF-WAY TO A POINT SAID POINT BEING THE TRUE POINT OF BEGINNING. THUS HAVING ESTABLISHED THE TRUE POINT OF BEGINNING;


 


THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 925.34 FEET AN ARC DISTANCE OF 84.60 FEET, THE CHORD OF WHICH BEARS N29'33"29"W FOR A CHORD DISTANCE OF 84.57 FEET TO A POINT THENCE N53'14"01" E. A DISTANCE OF 21.90 FEET TO A POINT; THENCE N36'45'59" W. A DISTANCE OF 46.82 FEET TO A POINT: THENCE S55'14'01" W, A DISTANCE OF 19.34 FEET TO A POINT; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 925.34 FEET AN ARC LENGTH OF 38.54 FEET, THE CHORD OF WHICH BEARS N36'16'27" W FOR A CHORD DISTANCE OF 38.54 FEET TO A POINT; THENCE N37'13'34" W, A DISTANCE OF 109.98 FEET TO A POINT; THENCE LEAVING SAID RIGHT-OF-WAY; N53'46'26" E, A DISTANCE OF


 


390.84 FEET TO A POINT; THENCE S35'41"07" E, A DISTANCE OF 283.13 FEET TO A PONT; THENCE S54'18'53" W, A DISTANCE OF 400.09 FEET TO THE TRUE POINT OF BEGINNING.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Lake Springs Senior Living Community Cottages)


 


ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 260 OF THE 7TH LAND DISTRICT, GWINNETT COUNTY, GEORGIA, IN THE CITY OF BUFORD, AND BEING THE PROPERTY OWNED BY SWAN ENTERPRISES, LLC, AS DESCRIBED IN DEED BOOK 15188, PAGE 85 AND A 0.24 ACRE TRACT AS DESCRIBED IN DEED BOOK 15852, PAGE 71, IN THE CLERK OF SUPERIOR COURT, GWINNETT COUNTY, GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 


COMMENCING AT A POINT ON THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SOUTH LEE STREET (100 FEET RIGHT-OF-WAY) LOCATED 1442.8 FEET NORTH AND NORTHWESTERLY AS MEASURED ALONG THE EAST AND NORTHEASTERLY RIGHT-OF-WAY LINE, AND FOLLOWING THE CURVATURE THEREOF, FROM THE POINT OF INTERSECTION OF SAID RIGHT-OF-WAY WITH THE EAST RIGHT-OF-WAY OF SOUTH LEE STREET AND THE NORTHEAST RIGHT-OF-WAY LINE OF MADDOX ROAD; (VARIABLE RIGHT-OF-WAY); SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING. THUS HAVING ESTABLISHED THE TRUE POINT OF BEGINNING; THENCE RUNNING NORTHWEST ALONG THE NORTHEAST RIGHT-OF-WAY LINE OF SOUTH LEE STREET, AND FOLLOWING THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 925.39 FEET AN ARC LENGTH OF 84.60 FEET, THE CHORD WHICH BEARS N29 03'36" W FOR A CHORD DISTANCE OF 84.57 FEET TO A POINT; THENCE N53"13'54" E, A DISTANCE Of 21.90 FEET TO A


 


POINT; THENCE N36'46'06" W, A DISTANCE OF 46.82 FEET TO A POINT; THENCE S53'13'54" W, A DISTANCE OF 19.39 FEET TO A POINT; THENCE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 925.34 FEET AN ARC LENGTH OF 38.54 FEET, THE CHORD WHICH BEARS N36'16'34" W FOR A CHORD DISTANCE OF 38.54 FEET TO A POINT; THENCE N36'13'41" W, A DISTANCE OF 109.96 FEET TO A POINT; THENCE N36'13'41" W, A DISTANCE OF 170.63 FEET TO A POINT; THENCE LEAVING SAID RIGHT-OF-WAY N53'33'10" E, A DISTANCE OF 174.95 FEET TO A POINT; THENCE N22'29'38" E, A DISTANCE OF 123.64 FEET TO A POINT; THENCE N67'36'35" E, A DISTANCE OF 254.34 FEET TO A POINT; THENCE N67'38'53" E, A DISTANCE OF 204.01 FEET TO A POINT; THENCE 512'28'37" E, A DISTANCE OF 99.59 FEET TO A POINT; THENCE N27'49'39" E, A DISTANCE OF 99.31 FEET TO A POINT; THENCE S74'55'37" E, A DISTANCE OF 228.75 FEET TO A POINT; THENCE S54'18'53" W, A DISTANCE OF 542.52 FEET TO A POINT; THENCE S54'18' 53" W, A DISTANCE OF 400.09 FEET TO THE POINT OF BEGINNING.


 


TOGETHER WITH REAL ESTATE EASEMENT RIGHTS ESTABLISHED BY DECLARATION AND GRANT OF INGRESS/EGRESS EASEMENT RIGHTS BY AND AMONG SWAN ENTERPRISES, LLC. AND ELDER HEALTHCARE DEVELOPERS, L.L.C. DATED JANUARY 8, 1999, AND RECORDED IN DEED BOOK 17914, PAGE 27, RECORDS OF GWINNETT COUNTY, GEORGIA.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Lake Springs Senior Living Community Cottages)


 


LESS AND EXCEPT THE FOLLOWING:


 


COMMENCING AT A POINT FOUND ON THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SOUTH LEE STREET (100 FEET RIGHT-OF-WAY) LOCATED 1442.8 FEET NORTH AND NORTHWESTERLY AS MEASURED ALONG THE EAST AND NORTHEASTERLY RIGHT-OF-WAY LINE, AND FOLLOWING THE CURVATURE THEREOF, FROM THE POINT OF INTERSECTION OF SAID RIGHT-OF-WAY WITH TIE EAST RIGHT-OF-WAY OF SOUTH LEE STREET AND THE NORTHEAST RIGHT-OF-WAY LINE OF MADDOX ROAD; THENCE RUNNING ALONG THE NORTHEAST RIGHT-OF-WAY LINE OF SOUTH LEE STREET, AND FOLLOWING THE ARC Of A CURVE TO THE LEFT HAVING A RADIUS OF 925.34 FEET AN ARC LENGTH OF 84.60 FEET', THE CHORD OF WHICH BEARS N 29'33"36 W FOR A DISTANCE OF 84,57 TO A POINT; THENCE ALONG SAID RIGHT-OF-WAY N 53'1754" E, A DISTANCE. OF 21.90 FEET TO A POINT; THENCE CONTINUING ALONG SAID RIGHT-OF-WAY N 36'46"015" W, A DISTANCE OF 46.82 FEET TO A POINT; THENCE S 53"13'54" W, A DISTANCE OF 19.34 FEET TO A POINT; THENCE NORTHWEST ALONG SAID RIGHT-OF-WAY, AND FOLLOWING THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 925.32 FEET, AN ARC LENGTH OF 38.54 FEET, THE CHORD OF WHICH BEARS N 36'1634" W FOR A DISTANCE OF 3854 FEET TO A POINT: CONTINUE THENCE ALONG SAID RIGHT-OF-WAY N 36'1341" W, A DISTANCE OF 280.59 FEET TO A POINT; SAID POINT BEING THE TRUE POINT OF BEGINNING. THUS HAVING ESTABLISHED THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID RIGHT-OF- WAY N 369741" W, A DISTANCE OF 60.00 FEET TO A POINT; THENCE LEAVING SAID RIGHT- OF-WAY LINE N 72'29"38* E A DISTANCE OF 184.72 FEET TO A POINT; THENCE 5 53'32'23" W, A DISTANCE OF 174.95 FEET TO THE TRUE POINT OF BEGINNING;


 


LESS AND EXCEPT THE FOLLOWING:


 


COMMENCING AT A POINT, SAID POINT BEING AT THE INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY OF SOUTH LEE STREET, (100' RIGHT-OF-WAY) AND THE EAST RIGHT-OF-WAY OF MADDOX ROAD, (VARIABLE RIGHT-OF-WAY), THENCE 1442.8 FEET NORTH AND NORTHWESTERLY ALONG SAID NORTHEASTERLY RIGHT-OF-WAY TO A POINT, SAID POINT BEING THE TRUE POINT OF BE-GINNING. THUS HAVING ESTABLISHED THE TRUE POINT OF BEGINNING; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 925,34 FEET AN ARC LENGTH OF 84.60 FEET, THE CHORD OF WHICH BEARS N29'33'29"W FOR A CHORD DISTANCE OF 84.57 FEET TO A POINT; THENCE N53'14'01"E, A DISTANCE Of 21.90 FEET TO A POINT; THENCE N36'45"59"W, A DISTANCE OF 46.82 FEET TO A POINT; THENCE S53'14'01"W, A DISTANCE OF 19.34 FEET, TO A POINT; THENCE ALONG A CURVE TO THE LEFT


 


HAVING A RADIUS OF 925.34 FEET AN ARC LENGTH OF 3854 FEET, THE CHORD OF WHICH BEARS N36'16"77"W FOR A CHORD DISTANCE OF 38.54 FEET TO A POINT; THENCE N39"13'34"W, A DISTANCE OF 109.96 FEET TO A POINT; THENCE LEAVING SAID RIGHT-OF- WAY; N53'46'26"E, A DISTANCE OF 390.84 FEET TO A POINT; THENCE S35'41'07"E, A DISTANCE OF 283.13 FEET TO A POINT, THENCE S54'18"53"W, A DISTANCE OF 400.09 FEET TO THE TRUE POINT OF BEGINNING,


 


APN: R7560 017


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Lassen House Assisted Living)


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF RED BLUFF, COUNTY OF THEAMA, STATE OF CALIFORINA AND IS DESCRIBED AS FOLLOWS;


 


Lots 4, 5 and 6 of Citrus Heights Colony, as the same is shown on the map filed in the Tehama County Recorder’s Office, December 23, 1913, Book F of Maps page 8.


 


Excepting therefrom those portions conveyed to the City of Red Bluff in Deeds recoreded June 20, 1962, Book 414, page 3, and July 19, 1962 in Book 415, page 189, Official Records of Tehama County.


 


APN: 033-230-82


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(La Villa Assisted Living and Memory Care Community)


 


All of Wedgwood Summary Plat, in the City of Roswell, County of Chaves and State of New Mexico, as shown on the Official Plat filed in the Chaves County Clerk’s Office on March 14, 1995 and recorded in Book R of Plat Records, at Page 18.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Magnolia Gardens)


 


Lot 1 in Block 1 in Tackett 1st Addition to the City of Muskogee, Muskogee County, Oklahoma, according to the official plat thereof.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Maplewood Senior Living Community)


 


All those certain tracts or parcels of land situate in the City of Bridgeport, Simpson District Harrison County, West Virginia, and being more particularly bounded and described as follows:


 


TRACT I: Beginning at a 3/4" x 30" rebar at the northernmost corner of that certain 19.52 acre tract owned by The Heritage, Inc.; thence running with the northerly line of said 19.52 acre tract as resurveyed by Hornor Brothers Engineers during June, 1995, S. 69° 47' 23°. E for 507.38' to a track spike at the northeast corner of said 19.52 acre tract; thence running with a portion of the easterly line of said 19.52 acre tract and being a line in common with Grafton Coal Company property as resurveyed, S. 22° 35' 23" E. for 502.73' to a point; thence leaving the easterly line of said 19.52 acre tract and running with four calculated lines through said 19.52 acre tract as follows:


 


S. 90° 00' 00" W. for 177.21' to a point; thence S. 6° 13' 05" W. for 124.62' to a point; thence S. 64° 33' 31" W. for 148.34' to a point; thence S. 76° 19' 54" W. for 212.84' to a 3/4" x 30" rebar at the southernmost corner of an 8.63 acre parcel owned by United Hospital Center and being on an original westerly line of the aforementioned 19.52 acre tract; thence running with the common lines of said United Hospital Center and The Heritage, Inc. for two lines as resurveyed as follows:


 


N. 24° 13' 17" W. for 133.28' to a 3'4" x 30" rebar; thence N. 6° 16' 32" W. for 760.35' to the place of beginning, containing 8.29 acres and being part of that certain 19.52 acre tract owned by The Heritage, Inc., as recorded in said Clerk’s office in Deed Book No. 1234, at page 425.


 


TRACT II: Beginning at a point located on the common line between Heritage and Grafton and which bears S. 22° 35' 23" E 30.65' from a track spike at the northeast corner of said Heritage property; thence running trough the lands of Grafton with three lines as follows: N. 73° 58' 51" E. for 47.50' to a point thence S. 18° 34' 09" E. for 421.27' to a point: thence S. 67° 13' 51" W. for 17.65' to a point on the common line of Heritage and Grafton; thence running with said common line, N. 22° 35' 23" W. for 425.72' to the place of beginning, containing 0.32 acre.


 


TRACT Ill: Beginning at a 3/4" x 30" rebar at the northwest corner of the 19.52 acre tract owned by The Heritage, Inc.; thence running with a westerly boundary of said 19.52 acre tract by survey meridian in a reverse direction S. 06° 16' 32" E. for 760.35' to 3/4" x 30" rebar at the westernmost corner of said 19,52 acre tract, thence running with a pan of another westerly boundary of said 19.52 acre tract by survey meridian in a reverse direction S. 24° 13' 17" E. for 133.28' to a 3/4" x 30" rebar set; thence running by survey meridian through lands of William E. and Elizabeth M. Morton for five lines as follows: S. 84° 49' 26" W. for 384.44' to a


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Maplewood Senior Living Community)


 


3/4" x 30" rebar; thence N. 03° 37' 57" W. for 121.58' to a 3/4 x30" rebar, thence N. 35° 43' 45" W. for 278.84' to a twin 12" locust marked with 3 hacks; thence N. 10° 37' 21" E for 172.36' to a 3/4" x 30" rebar thence N. 19° 53' 48' W. for 145.56' to a power pole which bears N. 86° 24' 38' E. for 101.40' from a 3/4" x 30" mbar in concrete found on the common line between Lloyd and James Lang and William E. and Elizabeth M. Morton; thence N. 46° 33' 20" W. for 103.07' to a 3/4" x 30' rebar (hickory and 2 W.O. stumps gone); thence running by survey meridian N. 41° 36' 26" E. for 181.84' to a 3/4" x 30' rebar, thence running by survey meridian N. 82° 12' 37" E. for 389.89' to the place of beginning and containing 8.63 acres.


 


Said tract or parcel of land has been determined by a survey to be described as follows;


 


All that certain tract or parcel of land situate in Simpson District, Harrison County, West Virginia, and being more particularly bounded and described as follows:


 


Beginning at an iron pin set at the northernmost corner of that certain 19.52 acre tract owned by The Heritage, Inc.; thence running with the northerly line of said 19.52 acre tract S. 69° 47' 18" E. for 507.39' feet to an ion pin set at the northeast corner of said 19.52 acre tract; thence running with a portion of the easterly fine of said 19.52 acre tract and being a line in common with Grafton Coal Company property as resurveyed, S. 22° 35' 23" E. for 30.65 feet to an iron pin set thence running through the lands of Grafton with three lines as follows: N. 73° 58' 51" E. for 47.54 feet to an iron pin set; thence S. 18° 34' 09" E. for 421.27 feet to an Iron pin set; thence S. 67° 13' 51" W. for 17.65 feet to an iron pin set on the common line of Heritage and Grafton; thence running with a portion of the easterly line of said 19.52 acre tract and being a line in common with Grafton Coal Company property as resurveyed, S. 22° 35' 23" E. for 46.36 feet to an iron pin set; thence leaving the easterly line of said 19.52 acre tract and running with four calculated firms through said 19.52 acre tract as follows: S. 90° 00' 00" W. for 177.21 feet to a point; thence S. 6° 13' 05" W. for 124.62 feet to a point thence S. 64° 33' 31" W. for 148.34 feet to a point; thence S. 76° 19' 54" W. for 212.82 feet to a point at the southernmost corner of an 8.63 acre parcel now or formerly owned by United Hospital Center and being on an original westerly line of the aforementioned 19.52 acre tract; thence running by survey meridian through lands now or late of William E and Elizabeth M. Morton for five lines as follows: S. 84° 49' 26" W. for 384.44 feet to a capped pin found; thence N. 03° 37' 56" W. for 121.58 feet to a capped pin found; thence N. 35° 43' 45" W. for 276.84 feet to an iron pin set; thence N. 10° 37' 21" E. for 172.36 feet to an iron pin set; thence N. 19° 53' 46" W. for 145.56 feet to a power pole; thence N. 46° 33' 20" W. for 103 07' feet to an iron pin set; thence running by survey meridian N. 41° 36' 26" E. for 181.84 feet to an iron pin set; thence running by survey meridian N. 82° 12' 37" E. for 389.89' to the place of beginning and containing 17.24 acres, more or less, as shown on a survey and plat prepared by LMS Surveying, LLC dated March 7, 2006.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Montclair Park Assisted Living and Memory Care Community)


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF KITSAP, STATE OF WASHINGTON, AND IS DESCRIBED AS FOLLOWS:


 


THAT PORTION OF THE SOUTH THREE-QUARTERS OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 26 NORTH, RANGE 1 EAST, W M , IN KITSAP COUNTY, WASHINGTON, BEING A PARCEL OF LAND DESCRIBED IN STATUTORY WARRANTY DEED DATED JULY 31, 2007, IN AUDITOR’S FILE NO. 200708010231, RECORDS OF KITSAP COUNTY, DESCRIBED AS FOLLOWS:


 


COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER;


 


THENCE SOUTH 00°56'50" WEST 330.86 FEET TO THE POINT OF BEGINNING OF SAID PARCEL, DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001 AND THE NORTH LINE OF THE SOUTH THREE-QUARTERS OF SAID SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER; THENCE NORTH 89°04'02" WEST 1327.00 FEET ALONG THE NORTH LINE OF THE SOUTH THREE-QUARTERS OF SAID SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER TO THE NORTHWEST CORNER OF SAID PARCEL DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001, AND THE TRUE POINT OF BEGINNING;


THENCE ALONG THE WEST LINE OF SAID PARCEL DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO 92001, SOUTH 01°06'38" WEST 911.99 FEET TO THE NORTH MARGIN OF LINCOLN ROAD (OLD COUNTY ROAD #37) BEING SAID COUNTY ROAD DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001;


THENCE NORTHEASTERLY ALONG SAID NORTH MARGIN OF ROAD NORTH 81°34'50" EAST 161.40 FEET TO THE POINT OF CURVATURE OF A 1402.40 FOOT RADIUS CURVE TO THE LEFT,


THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 05°40'27" FOR AN ARC DISTANCE OF 138 88 FEET TO THE EAST LINE OF THE WEST 6 ACRES DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO 92001;


THENCE ALONG SAID EAST LINE OF THE WEST 6 ACRES, NORTH 01°06'38" EAST 856.45 FEET TO SAID NORTH LINE OF THE SOUTH THREE-QUARTERS OF SAID SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER BEING THE NORTH LINE OF SAID PARCEL DESCRIBED IN VOLUME 100 OP DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001;


THENCE LEAVING SAID EAST LINE OF THE WEST 6 ACRES, NORTH 89°04'02" WEST 294.78 FEET TO THE NORTHWEST CORNER OF SAID PARCEL DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001, AND THE TRUE POINT OF BEGINNING;


 


EXCEPT THE EAST 22 FEET THEREOF (AS CONVEYED TO THE CITY OF POULSBO BY DEED RECORDED UNDER RECORDING NO. 200105160296),


 


(THE LAND REFERRED TO UNDER VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO 92001 WAS ORIGINALLY DESCRIBED AS FOLLOWS):


 


THE WEST SIX (6) ACRES OF THE FOLLOWING DESCRIBED TRACT OF LAND:


BEGINNING AT A POINT 20 RODS SOUTH OF THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION FOURTEEN (14) IN TOWNSHIP TWENTY-SIX NORTH OF RANGE ONE EAST OF THE WILLAMETTE MERIDIAN,


RUNNING THENCE WEST EIGHTY (80) RODS,


THENCE SOUTH TO THE COUNTY ROAD (POULSBO-PORT GAMBLE ROAD),


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Montclair Park Assisted Living and Memory Care Community)


 


THENCE FOLLOWING THE SAID COUNTY ROAD IN A NORTHEASTERLY DIRECTION TO THE SECTION LINE BETWEEN SECTION 13 AND SECTION 14;


THENCE NORTH TO PLACE OF BEGINNING;


 


AS SURVEYED LEGAL DESCRIPTION.


 


THAT PORTION OF THE SOUTH THREE-QUARTERS OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 26 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS;


 


COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 26 NORTH, RANGE 1 EAST, WILLAMETTE MERIDIAN.


 


THENCE SOUTH 00°56'50" WEST A DISTANCE OF 330 86 FEET; THENCE NORTH 89°04'02" WEST A DISTANCE OF 1,054.22 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°04'02" WEST A DISTANCE OF 272.78 FEET


THENCE SOUTH 01"06'38" WEST A DISTANCE OP 911.99 FEET;


THENCE NORTH 81°34'50" EAST TO A 1,402 04 FOOT RADIUS CURVE LEFT, A DISTANCE OF 161.40 FEET; THENCE, A LENGTH OF 116.14 FEET ALONG THE ARC OF SAID CURVE, SAID CURVE HAVING A CHORD BEARING OF NORTH 79" 11'53" EAST AND A CHORD DISTANCE OF 116 11 FEET;


THENCE NORTH 01°06'38" EAST A DISTANCE OF 862.17 FM TO THE POINT OF BEGINNING:


 


SITUATE IN THE CITY OF POULSBO, COUNTY OF KITSAP, STATE OP WASHINGTON.


 


APN 142601-4-012-2007


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Mountain View, Emeritus at)


 


The Land referred to in this policy is described as follows:


 


A Leasehold Estate in and to the following described premises, as created by that certain Lease doted January 1, 1994 , as amended by Lease Amendment No. 1 to Ground Lease Agreement dated May 12, 1995, and by Lease Amendment No. 2 to Ground Lease Agreement, dated September 15, 1995 (Ground Lease), executed by Ashland Community Hospital Foundation, an Oregon nonprofit corporation, as Lessor, and Ashland Retirement Residence Limited Liability Company, an Oregon limited liability company, as Lessee, as referenced in the document entitled Memorandum of Ground Lease, which was recorded September 25, 1995, at 95-26985 for the term, upon and subject to all the provisions contained in said document, and in said lease:


 


Real property in the City of Ashland, County of Jackson, State of Oregon, described as follows:


 


COMMENCING AT THE NORTHWEST CORNER OF DONATION LAND CLAIM NO. 40 IN TOWNSHIP 39 SOUTH, RANGE 1 EAST, OF THE WILLMETTE MERIDIAN, JACKSON COUNTY, OREGON; THENCE SOUTH 00° 02' 57"1 WEST, ALONG THE WESTERLY LINE OF SAID CLAIM, 271.95 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF THE CENTRAL OREGON AND PACIFIC RAILROAD. (FORMERLY SOUTHERN PACIFIC COMPANY RAILROAD), FOR THE TRUE POINT OF BEGINNING; THENCE, CONTINUE SOUTH 00° 02' 5T WEST. 266.95 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF THE CENTRAL OREGON AND PACIFIC RAILROAD, FORMERLY SOUTHERN PACIFIC COMPANY RAILROAD), FOR THE TRUE POINT OF BEGINNING; THENCE, CONTINUE SOUTH 00°02' 57" WEST, 256.95 FEET TO AN ANGLE POINT IN THE EASTERLY LINE OF TRACT “A” OF VOLUME 585, PAGE 35, JACKSON COUNTY, OREGON, DEED RECORDS; THENCE SOUTH 28° 10 13" EAST, ALONG SAID EASTERLY LINE AND THE EASTERLY LINE OF VOLUME 411, PAGE 113, SAID DEED RECORDS, 126.03 FEET TO THE SOUTHEASTERLY CORNER THEREOF; THENCE SOUTH 61° 41' 47" WEST, ALONG THE SOUTHERLY LINE OF SAID LATTER MENTIONED TRACT, 200.00 FEET TO THE EASTERLY RIGHT OF WAY LINE OF NORTH MAIN STREET; THENCE SOUTH 28° 10 13" EAST. ALONG SAID EASTERLY LINE, 296.20 FEET TO THE SOUTHWESTERLY CORNER OF LOT 1, BLOCK 13 IN THE CITY OF ASHLAND, ACCORDING TO THE OFFICIAL 1888 PLAT THEREOF, IN SAID JACKSON COUNTY; THENCE NORTH 61° 41' 47" EAST, ALONG THE SOUTHERLY LINE OF SAID LOT, 200,00 FEET TO THE SOUTHEASTERLY CORNER THEREOF; THENCE NORTH 28° 10' 13" WEST, ALONG THE EASTERLY LINE OF SAID LOT, 41.42 FEET; THENCE, LEAVING SAID EASTERLY LINE, NORTH 60° 59' 05" EAST, TO AND ALONG THE NORTHERLY LINE OF GLENNVIEW ESTATES, A PLANNED UNIT DEVELOPMENT TO THE CITY OF ASHLAND, 276.09 FEET TO THE AFOREMENTIONED SOUTHERLY RIGKT OF WAY LINE OF THE CENTRAL OREGON AND PACIFIC RAILROAD, (FORMERLY SOUTHERN PACIFIC COMPANY RAILROAD); THENCE, ALONG SAID SOUTHERLY LINE, ALONG THE ARC OF A 3407.87 FOOT RADIUS RAILROAD CURVE TO THE LEFT (THE LONG CHORD TO WHICH BEARS NORTH 42° 32' 36" WEST, 622.64 FEET), AN ARC DISTANCE OF 623.51 FEET TO THE POINT OF BEGINNING.


 


EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF OREGON, BY AND THROUGH ITS DEPARTMENT OF TRANSPORTATION, AS DESCRIBED IN DOCUMENT NO 95-15462, OFFICAL RECORDS OF JACKSON COUNTY, OREGON.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Orchard Park Assisted Living and Memory Care)


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CLEARLAKE, COUNTY OF LAKE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:


 


Lying within Section 21, Township 13 North, Range 7 West, M.D.M., in the County of Lake, State Of California and within the lands of James W. Wilder, as described in a Deed recorded December 13, 1991, as Document Number 91-025446 of Official Records of Lake County, being Parcels One and Two, as shown on a map filed April 12, 1985 in Book 26 of Parcel Maps, at page 28, lake County Records, described as follows:


 


A portion of Parcels One and Two, as shown on the above mentioned Book 26 of Parcel Maps, at Page 28, more particularly described as follows:


 


BEGINNING at a point on the South line of said Parcel One, distant thereon South 89° 34' 30" East; 438.75feet from the Southwest corner thereof; thence parallel to the West line of said Parcel One, South 00° 54' 00" West, 55.08 feet; thence, South 89° 34' 30" East, 250.00 feet; thence parallel to the West line of said Parcel One, North 00° 54' 00" East, 430.00 feet to the South line of Bums Valley Road, said line being the South line of a 25 foot. Roadway and Public Easement as shown on said Parcel Map; thence along said South line of Bums Valley Road North 89° 34' 28" West, 250.00 feet to the Northeast corner of that certain parcel of land conveyed in the City of Clearlake, in a Deed recorded July 18, 1991, Document No. 91-014387, Official Records of Lake County; thence parallel to the West side of said Parcel One and continuous to last said City of Clearlake parcel South 00° 54' 00" West, 364.92 feet to the Point of Beginning.


 


Pursuant to Lot Line Adjustment No. 01-99, Recorded July 12, 1999 as Instrument No. 99-011880, Lake County Records.


 


APN: 010-026-420-000


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Palm Court, Emeritus at)


 


ALL that certain piece, parcel or lot of land, together with the improvements thereon, situate, lying and being in the Town of Hilton Head, In the County of Beaufort, State of South Carolina, and being shown and de-linea as Parcel 9 on a plat of subdivision of Tax Parcel No. 510-004-0027, Palmetto Hall Commercial Park for Greenwood Development Corporation by Hussey, Gay, Bell & DeYoung dated August 23, 1995, revised July 7, 1998, and being further shown and delineated as 5.177 acres on a plat prepared for Sterling House Corporation by Cox and Dinkins, Inc., dated August 9, 1998 and recorded in the Beaufort County Records in Pilat Book 66 at Page 193. For a more complete description as to courses, distances, metes and bounds, reference may be bad to the above stated plat of record.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Palm Village, Emeritus at)


 


ALL that certain piece, parcel or lot of land, lying and being an Hilton Head Island, Beaufort County, South Carolina and being shown and described as Parcel 12-13, Phase 1, Palmetto Hall Commercial Park, on a plat thereof entitled "Palmetto Ha1l Commercial Park Phase I, Lands of Greenwood Development Corporation, being a portion of the Palmetto Hall Commercial Tract, Hilton Head Island, Beaufort County, south Carolina for Greenwood Development Corporation," said plat being prepared by Hussey, Gay, Bell & DeYoung, Inc., Consulting Engineers, Savannah, Georgia, James M. Sims, S.C. Reg. L.S #13169, said plat being dated February 23, 1998, and recorded In Plat Book 64 at Page 133, Beaufort County Records, on April 8, I998. For a more detailed description as to the courses and distances, metes and bounds” of the above mentioned parcel, reference is had to said plat of record.


 


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(South Hill, Emeritus at)


 


(Parkway Village)


 


The West Half of the Northeast Quarter of the Northwest Quarter of the Southeast Quarter of Section 3, Township 24 North, Range 43 East of the Willamette Meridian, in Spokane County, Washington;


 


EXCEPT the East 65 feet of the North 195 feet;


 


ALSO EXCEPT the West 100 feet of the East 165 feet of the North 204 feet;


 


ALSO EXCEPT 57th Avenue Right of Way;


 


ALSO EXCEPT that portion conveyed to Spokane County by Warranty Deed recorded October 9, 1997, under Auditor’s File No. 4149497;


 


Also described as follows;


 


That portion of the West Half of the Northeast Quarter of the Northwest Quarter of the Southeast Quarter of Section 3, Township 24 North, Range 43 East, of the Willamette Meridian, more particularly described as follows:


 


COMMENCING at the center of said Section 3;


 


Thence North 89°38'40" East along the North line of the Southeast Quarter of said Section 3, a distance of 668.92 feet;


 


Thence South 00°13'34" East, a distance of 40.00 feet to the Southerly right of way line of East 57th Avenue and the Point of Beginning;


 


Thence continuing South 00°13'34" East along the Easterly line of JJ Land 3rd Addition as per plat recorded in Volume 20 of Plats, page 11, records of Spokane County, a distance of 622.06 feet to the intersection of the Northerly line of Rodeo Heights as per plat recorded in Volume 20 of Plats, page 87, records of Spokane County and said Easterly line of JJ Land 3rd Addition;


 


Thence North 89°34'58" East along said Northerly line of Rodeo Heights, a distance of 334.65 feet to the intersection of said Northerly line of Rodeo Heights and the Westerly line of Browne Park Addition as per plat recorded in Volume “1” of Plats, page 27, records of Spokane County;


 


Thence North 00°13'52" West along said Westerly line of Browne Park Addition, a distance of 466.70 feet;


Thence South 89°38'40" West, a distance of 65.00 feet;


Thence South 00°07'08" East, a distance of 9.00 feet;


Thence South 89°38'40" West, a distance of 100.04 feet;


Thence North 00°13'52" West, a distance of 164.00 feet to said Southerly right of way line of East 57th Avenue;


Thence South 89°38'40", West along said Southerly right of way line of East 57th Avenue and parallel to said Northerly line of the Southeast Quarter of Section 3, a distance of 169.53 feet to the True Point of Beginning;


 


Situate in the County of Spokane, State of Washington.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(The Plaza at Sun Mountain Independent and Assisted Living Community)


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF CL ARK, STATE OF NEVADA, AND IS DESCRIBED AS FOLLOWS:


 


Parcel I:


 


Lot One (1) as shown in File 88 of Parcel Maps, Page 83, in the Office of the County Recorder of Clark County, Nevada.


 


Parcel II:


 


Non-exclusive easements for ingress and egress of pedestrian and vehicular traffic as set forth in that certain document entitled “Agreement for Reciprocal Access Easement” recorded December 2, 2005, in Book 20051202, as Instrument No. 01981 of Official Records, Clark County, Nevada.


 


APN: 138-14-501-002


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Quail Hollow Memory Care Community)


 


A portion of Lots 2 and 3, Block 732, PLAT OF RICHLAND, according to the Plat thereof recorded in Volumes 6 and 7 of Plats, records of Benton County, State of Washington, being more particularly described as follows:


 


Commencing at the Southeast corner of said Block 732;


 


thence North 01°05'48" West along the East line thereof 779.09 feet to the Southerly right-of-way line of Torbett Street;


 


thence South 88°54'12" West along said right-of-way 410.93 feet to the True Point of Beginning:


 


thence leaving said right-of-way, South 01°05'48" East 378.96 feet;


thence South 88°54'12" West 278.90 feet;


thence North 01°05'48" West 181.18 feet;


thence South 88°54'12" West 32.72 feet;


thence North 01°05'48" West 53.93 feet;


thence North 88°54'12" East 180.05 feet;


thence North 01°05'48" West 143.86 feet to the Southerly right-of-way of Torbett Street;


thence North 88°54'12" East along said right-of-way 129.53 feet to the True Point of Beginning.


 


EXCEPT real property situated in Lots 2 and 3, Block 732, Plat of Richland, according to the plat thereof recorded in Volume 6 and 7 of Plats, records of Benton County, Washington, and being more particularty described as follows:


 


Commencing at the Southeast corner of said Block 732;


thence North 01°05'48" West along the East line thereof 779.09 feet to the Southerly right-of-way line of Torbett Street;


thence South 88°54'12" West along said right-of-way 410.93 feet;


thence leaving said right-of-way, South 01°05'48" East 378.96 feet;


thence South 88°54'12" West 276.90 feet;


thence North 01°05'48" West, 55.10 feet to the True Point of Beginning;


thence North 88°54'12" East, 49.07 feet;


thence North 01°54'48" West 180.00 feet;


thence South 88°54'12" West, 81.78 feet;


thence South 01°05'48" East, 53.93 feet;


thence North 88°54'12" East 32.72 feet;


thence South 01°05'48" East 126.08 feet to the True Point of Beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Spring Arbor, Emeritus at)


 


Real property in the City of Rock Hill, County of York, State of South Carolina described as follows:


 


ALL THAT CERTAIN PIECE, PARCEL, OR LOT OF LAND, LYING AND BEING IN YORK COUNTY, STATE OF SOUTH CAROLINA, BEING LOCATED AT 1800 INDIA, HOOK ROAD, AND BEING MORE FULLY SHOWN AND DESIGNATED ON PLAT OF PROPERTY SURVEYED FOR SPRING ARBOR. ROCK HILL, A VIRGINIA LIMITED PARTNERSHIP, PREPARED BY FISHER-SHERER, INC, DATED SEPTEMBER 16, 1998, LAST REVISED JANUARY 14, 2004, AND RECORDED IN THE OFFICE OF THE CLERK OF COURT FOR YORK COUNTY IN PLAT BOOK C-255 AT PAGE 7, AND HAVING THE FOLLOWING METES AND BOUNDS, TO-WIT:


 


BEGINNING AT A P.K. NAIL LOCATED AT THE INTERSECTION OF THE CENTERLINES OF THE RIGHTS-OF-WAY OF INDIA HOOK ROAD AND STRATFORD LANE, SAID POINT BEING THE POINT OF COMMENCEMENT (P.O.C.), AND RUNNING THEREFROM N 25°57'08" E FOR A DISTANCE OF 44.51' TO A 3/4" REBAR THAT IS THE POINT OF BEGINNING (P.O.B); THENCE RUNNING ALONG THE NORTHEASTERN RIGHT-OF-WAY OF INDIA HOOK ROAD N 30°02'00"W FOR A DISTANCE OF 324.99' TO A 5/8" PIN SET; THENCE CONTINUING ALONG THE NORTHEASTERN RIGHT-OF-WAY OF INDIA HOOK ROAD N 29°48'15" W FOR A DISTANCE OF 23.50' TO A 5/8" PIN THENCE TURNING AND RUNNING ALONG THE SOUTHERN RIGHT-OF-WAY OF DILWORTH LANE IN A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 20.00" AN ARC DISTANCE OF 31.50' AND A CHORD BEARING OF N 14 46'38" E AND A CHORD DISTANCE OF 28.34' TO A 5/8" PIN; THENCE CONTINUING ALONG THE SOUTHERN RIGHT-OF-WAY OF OILWORTH LANE N 59°58'31" E FOR A DISTANCE OF 27.59' TO A 5/8" PIN, THENCE CONTINUING ALONG THE SOUTHERN RIGHT-OF-WAY OF DILWORTH LANE IN A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 120.00', AN ARC DISTANCE OF 32.19' AND A CHORD BEARING OF N 67°50'33" E AND A CHORD DISTANCE OF 32.10" TO A 5/8" PIN SET; THENCE CONTINUING ALONG THE SOUTHERN RIGHT OF WAY OF DILWORTH LANE N 75°14'01" E FOR A DISTANCE OF 163.28" TO A 5/8" PIN SET; THENCE CONTINUING ALONG THE SOUTHERN RIGHT-OF-WAY OF DILWORTH LANE IN A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 120.00" AN ARC DISTANCE OF 157.27 AND A CHORD BEARING OF S.67°10'57" E AND A CHORD DISTANCE OF 146.26" TO A 5/8" PIN SET; THENCE TURNING AND RUNNING ALONG PROPERTY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC, DB 2069 AT PG. 123, S 10°10'01" E FOR A DISTANCE OF 203.73" TO A 1/2" PIN; THENCE TURNING AND CONTINUING ALONG PROPERTY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., O8 2069 AT PG. 123' N 59°46'22" E FOR A DISTANCE OF 74.90" TO A 3/4" REBAR; THENCE TURNING AND CONTINUING WITH PROPERTY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC, DB 2069 AT PG. 123, S 30°13'44" E FOR A DISTANCE OF 240.01" TO A 1/2" PIPE; THENCE TURNING AND CONTINUING WITH PROPERTY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC. DB 2069 AT PG. 123, S 59°46'15" W FOR A DISTANCE OF 119.07' TO A 1/2" REBAR, THENCE TURNING AND RUNNING ALONG THE PROPERTY OF MICHAEL A BAILEY AND LINDA M. BAILEY N 30°12'48" W FOR A DISTANCE OF 240.04" TO A 1/2" REBAR, THENCE TURNING AND CONTINUING WITH SAID BAILEY PROPERTY S 59°48'32" W FOR A DISTANCE OF 281.66' TO THE POINT OF BEGINNING.


 


TOGETHER WITH AN EASEMENT FOR THE NATURAL FLOW OF ANY ON-PREMISE STORM WATER RUNOFF FROM THE WITHIN DESCRIBED TRACT ONTO THE ADJACENT TRACT FORMERLY OF JOHN J. RAGIN, LOUISA R. DILES, VICTORIA R. LIDDLE, AND W.S. RAGIN, SUBJECT TO THE CONDITIONS AND AS MORE PARTICULARLY SET FORTH IN THOSE CERTAIN DEEDS RECORDED ON JUNE 14, 1994, AT RECORD BOOK 1029, PAGES 202-208, AND AS MODIFIED BY THE FOLLOWING: AGREEMENT AND MODIFICATION OF EASEMENT BY JOHN J. RAGIN AND LOUISA R. DILLS DATED DECEMBER 16, 1994, AND RECORDED DECEMBER 28, 1994, IN RECORD BOOK 1160 AT PAGE 318; AGREEMENT AND MODIFICATION OF EASEMENT BY W. S. RAGIN DATED DECEMBER 16, 1994, AND RECORDED DECEMBER 28, 1994, IN RECORD BOOK 1160 AT PAGE 321; AND AGREEMENT AND MODIFICATION OF EASEMENT BY VICTORIA R. LIDOLE DATED DECEMBER 19, 1994, AND RECORDED DECEMBER 28, 1994, IN RECORD BOOK 1160 AT PAGE 324, IN THE OFFICE OF THE CLERK OF COURT FOR YORK COUNTY, SOUTH CAROLINA.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Sunrise Creek Assisted Living and Memory Care Community)


 


Tracts G1 and G2


Sunrise Creek II Filing No. 2,


County of Montrose,


State of Colorado


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Main Street, Emeritus at)


(Terrace at Bluegrass)


 


Land in Sumner County, Tennessee, being Lot Nos. 3A and 3B on the Plan of Final Plat of the Resubdivision of Lot No. 3 of Cash Subdivision of record in Plat Book 17, Page 320, in the Register’s Office for Sumner County, Tennessee, to which Plan reference is hereby made for a more complete description of the property.


 


Being the same property conveyed to BRE/SW Bluegrass Terrace LLC, a Delaware limited liability company, by deed from Stayton SW Assisted Living, L.L.C., an Oregon limited liavility company, recorded in Record Book 3316, page 95, in the Register’s Office for Sumner County, Tennessee.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Cottages of Albequerque, The)


(The Cottages)


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF BERNALILLO, STATE OF NEW MEXICO AND IS DESCRIBED AS FOLLOWS:


 


Lot numbered Eleven-A (11-A), Tract A, Holiday Park, Unit Eleven (11), Albuquerque, New Mexico, as the same is shown and designated on the plat thereof, filed in the office of the County Clerk of Bernalillo County, New Mexico, on August 23, 1995 in Vol. 95C, folio 320.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Heritage, The)


 


N. 24° 13' 17" W. for 133.28' to a3/4 x 30" rebar; thence N. 6° 16' 32" W. for 760.35' to the place of beginning, containing 8.29 acres and being part of that certain 19.52 acre tract owned by The Heritage, Inc. as recorded in said Clerk’s office in Deed Book No. 1234, at page 425.


 


Said tract or parcel of land has been determined by a survey to be described as follows:


 


All that certain tract or parcel of land situate in Simpson District, Harrison County, West Virginia, and being more particularly described as follows:


 


Beginning at an iron pin set at the southernmost corner of a certain tract or parcel owned by The Heritage, Inc. (Deed Book 1234, Page 425); thence running with five surveyed lines as follows: N. 49° 49' 22" W. for 427.54 feet to an iron pin found; thence N. 59° 35' 12" W. for 193.01 feet to an iron pin set thence N. 58° 02' 00" W. for 392.81 feet to a capped pin found; thence N. 39° 43' 37" E. for 130.72 feet to a capped pin found; thence N. 03° 11' 14" W. for 95.31 feet to a capped pin found southernmost corner of a certain tract or parcel of land owned by Maplewood Community, Inc. (Deed Book 1297 Page 1160); thence N. 84° 49' 26" E. for 384.44 feet along a southerly line of the aforementioned Maplewood parcel to an iron pin set at a common corner of said Maplewood and Heritage parcel; thence running with four calculated lines as follows: N. 76° 19' 54" E. for 212.82 feet to a point; thence N. 64° 33' 31" E. 148.34 feet to a point; thence N. 6° 13' 05" E. for 124.67 feet to a point; thence S. 90° 00' 00" W. for 177.21 feet to an iron pin set thence along the easternmost boundary line of the Heritage, Inc. S. 22° 35' 23" E. for 834.89 feet to a capped pin found; thence leaving said property line S. 60° 11' 37" W 561.17 feet to the place of beginning, and containing 16.81 acres, more or less, as shown on a survey and plat prepared by LMS Surveying, LLC dated March 7, 2006.


 


Together with the easement for ingress to and egress from said tract or parcel of land excepted and reserved by The Heritage, Inc. in a Deed to Maplewood Community, Inc. dated March 25, 1998 and of record in the office of the Clerk of the County Commission of Harrison County, West Virginia, in Deed Book No. 1297, at page 1160.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Heritage, The)


 


FIRST TRACT


 


All that certain tract or parcel of land situate near Bridgeport, in Simpson District, Harrison County, West Virginia, as depicted on a plat of survey prepared In August 1999 by Hornor Brothers Engineers of record in the office of the Clerk of the County Commission of Harrison County, West Virginia and incorporated herein by reference, which tract of land is more particularly described as follows:


 


Beginning at a 3/4" rebar found at the southernmost corner of a certain tract or parcel of land owned by The Heritage, Inc. (Deed Book 1234, Page 425); thence running with five surveyed lines as follows: N. 49° 49' 22" W. for 427.54 feet to a 3/4" x 30" rebar set with cap; thence N. 59° 35' 12" W. for 193.01 feet to a 3/4" x30" rebar set with cap; thence N. 58° 02' 00" W. for 392.81 feet to a 3/4" x 30" rebar set with cap; thence N. 39° 43' 37" E. for 130.72 feet to a point 3 feet east of a fence post; thence N. 03° 11' 14" W. for 95.31 feet to a rebar found at the southernmost corner of a certain tract or parcel of land owned by Maplewood Community, Inc. (Deed Book 1297 Page 1160); thence N. 84° 49' 28" E. for 384.44 feet along a southerly line of the aforementioned Maplewood parcel to a 3/4" rebar found at a common corner of said Maplewood and Heritage parcel; thence S. 24° 13' 17" E. for 890.25 feet along the westerly line of a certain tract or parcel owned by The Heritage, Inc. to the point of beginning, containing 5.58 acres.


 


SECOND TRACT


 


All that certain tract or parcel of land situate in Simpson District, Harrison County, West Virginia, containing 11.23 acres, more or less, and being more particularly described as follows:


 


Beginning at a point along U.S. Route 50, said point being the northeasternmost corner of the property of The Heritage, Inc.; thence along the easternmost boundary line of The Heritage, Inc. S. 27° 03' E. 1,337.62 feet to a point; thence leaving said property line S. 55° 44' W. 561.17 feet to a point; thence N. 28° 39' W. 1,023.53 feet to a point; thence; N. 11° 28' W. 775.35 feet to a point along U.S. Route 50; thence along U.S. Route 50 S. 74° 15' E. 507.38 feet to a point, the place of beginning.


 


Excepting therefrom, that tract of land described below:


 


TRACT I: Beginning at a 3/4" x 30" rebar at the northernmost corner of that certain 19.52 acre tract owned by The Heritage, Inc.; thence running with the northerly line of said 19.52 acre tract as resurveyed by Hornor Brothers Engineers during June, 1995, S. 69° 47' 23" E. for 507.38' to a tract spike at the northeast corner of said 19.52 acre tract thence running with a portion of the easterly line of said 19.52 acre tract and being a line in common with Grafton Coal Company property as resurveyed, S. 22° 35' 23" E. for 502.73' to a point; thence leaving the easterly line of said 19.52 acre tract and running with four calculated lines through said 19.52 acre tract as follows:


 


S. 90° 00' 00" W. for 177.21' to a point thence S. 6° 13' 05" W. for 124.62' to a point; thence S. 64° 33' 31" W. for 148.34' to a point; thence S. 76° 19' 54" W. for 212.84' to a 3/4" x 30" rebar at the southernmost corner of an 8.63 acre parcel owned by United Hospital Center and being on an original westerly line of the aforementioned 19.52 acre tract; thence running with the common lines of said United Hospital Center and The Heritage, Inc. for two lines as resurveyed as follows:


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(The Oaks, Emeritus at)


 


Lot 1, Block 2, Vintange Hill First Addition to the City of Wayne, Wayne County, Nebraska; and Lot 20, Block 5, Vintange Hill 2nd Addition to the City of Wayne, Wayne County, Nebraska.


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Bellevue Place, Emeritus at)


(Waterford in Bellevue)


 


Land in Davidson County, Tennessee, being Lot No. 3 on the Plan of Resubdivision of Lots 9 and 10, Bellevue Professional Park of record in Book 9700, page 782, in the Register’s Office for Davidson County, Tennessee, to which Plan reference is hereby made for a more complete description of the property.


 


Being the same property conveyed to BRE/SW Waterford in Bellevue LLC, by deeds recorded as Instrument Nos. 20100823-0066480, 20100823-0066481 and 20100823-00066482, in the Register’s Office of Davidson County, Tennessee.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Willows Assisted Living and Memory Care Community, The)


 


Being Lot One (1), of the Replat of Lot 1-B of POST OAK CROSSING, an Addition to the City of Sherman, Texas, as shown by Plat of record in Volume 10, Page 13, Plat Records, Grayson County, Texas.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Woodstock Estates, Emeritus at)


 


All that tract or parcel of land lying and being in Land Lot 1212 of the 15th District 2nd Section, Cherokee County, Georgia, and being more particularly described as follows:


 


To find the true point of beginning, begin at the point of intersection of the West right of way line of Professional Parkway (formerly known as Tucker Road) (a 60' right of way) with the North right of way line of Stockwood Drive (a 50-foot right of way); run thence northerly along the West right of way line of Professional Parkway a distance of 317.74 feet to a point, which is the true place or point of beginning; from said beginning point as thus established, run thence leaving said right of way North 88 degrees 49 minutes 03 seconds West a distance of 514.37 feet to a point; run thence North 26 degrees 01 minutes 17 seconds East a distance of 214.28 feet to a point; run thence North 19 degrees 26 minutes 10 seconds West a distance of 98.56 feet to a point; run thence North 68 degrees 22 minutes 16 seconds East a distance of 99.39 feet to a point run thence South 89 degrees 17 minutes 36 seconds east a distance of 141.46 feet to a point on the West right of way line of Professional Parkway; run thence South and Southeast along the West right of way line of Professional Parkway, and following the arc of a curve to the left, having a radius of 205.00 feet, and a chord of South 24 degrees 31 minutes 48 seconds East 112.81 feet, an arc distance of 114.28 feet to a point; run along said right of way line South 40 degrees 30 minutes 00 seconds East a distance of 216.68 feet to a point; continue thence southeast along said right of way line„ and following the are of a curve to the right, having a radius of 146.31 feet and a chord bearing South 26 degrees 26 minutes 55 seconds East 71.05 feet, an arc distance of 71.77 feet to a point; which is the true place or point of beginning.


 


Together with land contained Easement Agreement from Pierce Neese R. Max Stancil and Steven L. Stancil to Kramer Holdings, Inc., dated 12/13/1995, recorded in Deed Book 2256 Page 114, Cherokee County, Georgia Records.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Cordova, Emeritus at)


 


Land situated in Shelby County, Tennessee:


 


Part of the Applingwood Planned Development (P.D. 88-321CC) situated in Shelby County, Tennessee:


 


Commencing at the tangent intersection of the southwest R.O.W. line of Appling Road (108 foot R.O.W.) with the northwest dedicated R.O.W. line of Dexter Grove Drive (68 foot R.O.W. - not improved); thence South 48 degrees 19 minutes 56 seconds West along said northwest line 17.08 feet to a point of curve; thence Southwestwardly, along said northwest line, along a curve to the left having a radius of 859.00 feet (central angle - 14 degrees 07 minutes 23 seconds, chord bearing - South 41 degrees 16 minutes 18 seconds West. chord distance - 211.20) an are distance of 211.74 feet to a point; thence South 34 degrees 12 minutes 36 seconds West - 56.37 feet to a point in the north line of the Shelby County Conservation Board property (Book 5529 - Page 4, Shelby County Register’s Office - S.C.R.O); thence South 89 degrees 21 minutes 47 seconds West along said north line 4.65 feet to the true Point of Beginning, thence continuing along the north line of said Shelby County property South 89 degrees 21 minutes 47 seconds West - 647.03 feet to a point in the east line of Bridgewater Subdivision (Plat Book 10, Page 50 S.C.R.O.); thence along said east line North 00 degrees 45 minutes 40 seconds West - 47.35 feet to a point being the northeast corner of Lot 100, Bridgewater Subdivision; thence North 00 degrees 29 minutes 24 seconds West - 149.61 feet to a point being the northeast corner of Lot 101, Bridgewater Subdivision; thence North 00 degrees 40 minutes 49 seconds West along said east line 191.60 feet to a point; thence North 90 degrees 00 minutes 00 seconds East - 300.38 feet to a point of curve; thence Northeastwardly along a curve to the left having a radius of 149.94 feet (central angle - 22 minutes 49 minutes 47 seconds; chord bearing - North 78 degrees 35 minutes 07 seconds East; Chord distance - 59.35 feet) an arc distance of 59.74 feet to a point; thence South 36 degrees 39 minutes 53 seconds East - 490.05 feet to the Point of Beginning.


 


Together with Reciprocal Maintenance, Ingress and Egress Agreement recorded at Instrument No. FT 4121, as amended by Amended and Restated Reciprocal Maintenance, Ingress and Egress Agreement recorded at Instrument No. FU 6982, both recordings in the Register’s Office of Shelby County, Tennessee.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Crown Pointe)


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:


 


LOT 1 OF TRACT NO. 29338, AS SHOWN BY MAP ON FILE IN BOOK 152, PAGES 25 AND 26 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.


 


Assessor’s Parcel Number: 111-150-022


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(River Road Assisted Living Residence)


 


Parcel 1:


 


Lots 12, 13 and 14, FIR DALE, in the City of Keizer, County of Marion and State of Oregon.


 


Save and except that portion conveyed to Marion County by deed recorded July 3, 1982 in Reel 267, Page 1115.


 


Parcel 2:


 


Beginning at a point in the middle of River Road, said point being 3954.93 feet South from the Northeast corner of Donation Land Claim of T. D Keizer, et ux, in Township 7 South, Range 3 West of the Willamette Meridian in Marion County, Oregon, and running thence South 0 ° 50' East along the center line of said River Road 100 feet; thence South 89 ° 56' East 230 feet; thence North 0 ° 50' West parallel to the center line of said River Road 100 feet; thence North 89 ° 56' West 230 feet to the place of beginning.


 


Save and except that portion conveyed to Marion County, a political subdivision of the State of Oregon, recorded January 7, 1981 in Reel 237, Page 1675.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Windfield Village Retirement and Residential Care Community)


 


Parcel 2, PARTITION PLAT NO. 1990-114, in the City of Wilsonville, County of Clackamas and State of Oregon.


 


 


 


EXHIBIT A-3


 


(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 


[See attached]


 


Exhibit A-3


 


 


 


EXHIBIT A-3


 


(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 



	 	 	  	  	  	  	  	 	 	 	 	
Stable

	 	  	
Lease Term

	 	
Initial Annual


Allocated


Minimum

	 	 	
Allocated


Initial

	 
	
ID#

	 	
Facility


Name

	
Address

	
City

	
State

	
Lessor

	 	
Total


Units

	 	 	
/ Non-


Stable

	 	
Primary Intended Use

	
Initial

	
1st


Extension

	
2nd


Extension

	 	
Rent (in


$MM)

	 	 	
Investment


(in $MM)

	 
	
Lease Pool 3

	  	  	  	  	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 
	 	 	  	  	  	  	  	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 
	 	656	 	
Absaroka

	
2401 Cougar Ave

	
Cody

	
WY

	
HCP SH ELP3 Properties, LLC

	 	 	46	 	 	 	[	***]	
46-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
10 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	530	 	
Apple Ridge

	
1640 South Quebec Wy

	
Denver

	
CO

	
HCP SH ELP1 Properties, LLC

	 	 	66	 	 	 	[	***]	
66-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	557	 	
Cambridge Place

	
1104 Sixth Ave N

	
Great Falls

	
MT

	
HCP SH ELP3 Properties, LLC

	 	 	61	 	 	 	[	***]	
61-unit independent living and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	633	 	
Carriage Inn

	
401 Northshore Blvd

	
Portland

	
TX

	
HCP SH ELP3 Properties, LLC

	 	 	110	 	 	 	[	***]	
94-unit independent living, 16-unit cottage and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	575	 	
Cedar Ridge

	
10107 S Garnett Rd

	
Broken Arrow

	
OK

	
HCP SH ELP3 Properties, LLC

	 	 	62	 	 	 	[	***]	
5-unit cottage, 45-unit assisted living care, 12-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	590	 	
Century Fields

	
181 South 5Th St

	
Lebanon

	
OR

	
HCP SH ELP3 Properties, LLC

	 	 	92	 	 	 	[	***]	
9-unit cottage, 83-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
10 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	552	 	
Champlin Shores

	
119 Hayden Lake Rd

	
Champlin

	
MN

	
HCP SH ELP3 Properties, LLC

	 	 	133	 	 	 	[	***]	
119-unit assisted living care, 14-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
10 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	586	 	
Chestnut Lane

	
1219 NE 6Th St

	
Gresham

	
OR

	
HCP SH ELP3 Properties, LLC

	 	 	70	 	 	 	[	***]	
70-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
10 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	550	 	
Culpepper Place

	
2121 New Holt Rd

	
Paducah

	
KY

	
HCP SH ELP3 Properties, LLC

	 	 	61	 	 	 	[	***]	
61-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
10 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	639	 	
Dry Creek

	
818 E Mountain View Ave

	
Ellensburg

	
WA

	
HCP SH ELP3 Properties, LLC

	 	 	75	 	 	 	[	***]	
5-unit cottage, 70-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
6 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	591	 	
Hillside

	
300 NW Hillside Parkway

	
Mcminnville

	
OR

	
HCP SH ELP1 Properties, LLC

	 	 	324	 	 	 	[	***]	
138-unit independent living, 99-unit cottage, 47-unit assisted living care, 20-unit Alzheimer’s care, 20-unit skilled nursing facility and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]





 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


EXHIBIT A-3


 


(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 



	 	 	  	  	  	  	  	 	 	 	 	
Stable

	 	  	
Lease Term

	 	
Initial Annual


Allocated


Minimum

	 	 	
Allocated


Initial

	 
	
ID#

	 	
Facility


Name

	
Address

	
City

	
State

	
Lessor

	 	
Total


Units

	 	 	
/ Non-


Stable

	 	
Primary Intended Use

	
Initial

	
1st


Extension

	
2nd


Extension

	 	
Rent (in


$MM)

	 	 	
Investment


(in $MM)

	 
	 	539	 	
Lake Pointe

	
45 E Walnut St

	
Hartwell

	
GA

	
HCP SH ELP3 Properties, LLC

	 	 	34	 	 	 	[	***]	
21-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	609	 	
Laurel Gardens

	
1938 Mountain Laurel Ct

	
Florence

	
SC

	
HCP Senior Housing Properties Trust

	 	 	61	 	 	 	[	***]	
51-unit assisted living care, 10-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	651	 	
Legacy Gardens

	
1601 Wheeler Rd

	
Madison

	
WI

	
HCP SH ELP1 Properties, LLC

	 	 	62	 	 	 	[	***]	
62-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
6 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	625	 	
Medallion

	
12400 Preston Rd

	
Dallas

	
TX

	
HCP SH ELP3 Properties, LLC

	 	 	101	 	 	 	[	***]	
77-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	641	 	
Moses Lake

	
8425 Aspi Blvd

	
Moses Lake

	
WA

	
HCP SH ELP3 Properties, LLC

	 	 	74	 	 	 	[	***]	
4-unit cottage, 70-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
10 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	533	 	
Mountain Laurel

	
1177 Hebron Ave

	
Glastonbury

	
CT

	
HCP SH Mountain Laurel, LLC

	 	 	81	 	 	 	[	***]	
63-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	548	 	
Northpark Place

	
2562 Pierce St

	
Sioux City

	
IA

	
HCP SH ELP3 Properties, LLC

	 	 	106	 	 	 	[	***]	
48-unit independent living, 58-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	652	 	
Oakridge

	
5625 Sandpiper Dr

	
Stevens Point

	
WI

	
HCP SH Oakridge, LLC

	 	 	147	 	 	 	[	***]	
56-unit independent living, 75-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	592	 	
Osprey Court

	
320 SW Hill Rd

	
Mcminnville

	
OR

	
HCP SH ELP3 Properties, LLC

	 	 	31	 	 	 	[	***]	
31-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	595	 	
Oswego Springs

	
11552 SW Lesser Rd

	
Portland

	
OR

	
HCP SH ELP3 Properties, LLC

	 	 	68	 	 	 	[	***]	
68-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
10 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	561	 	
Park Avenue Estates

	
1811 Ridgeway Dr

	
Lexington

	
NE

	
HCP SH ELP1 Properties, LLC

	 	 	76	 	 	 	[	***]	
23-unit independent living, 53-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
6 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	596	 	
Park Place OR

	
8445 SW Hemlock St

	
Portland

	
OR

	
HCP SH ELP1 Properties, LLC

	 	 	112	 	 	 	[	***]	
112-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]





 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


EXHIBIT A-3


 


(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 



	 	 	  	  	  	  	  	 	 	 	 	
Stable

	 	  	
Lease Term

	 	
Initial Annual


Allocated


Minimum

	 	 	
Allocated


Initial

	 
	
ID#

	 	
Facility


Name

	
Address

	
City

	
State

	
Lessor

	 	
Total


Units

	 	 	
/ Non-


Stable

	 	
Primary Intended Use

	
Initial

	
1st


Extension

	
2nd


Extension

	 	
Rent (in


$MM)

	 	 	
Investment


(in $MM)

	 
	 	538	 	
Peachtree Village GA

	
199 W West Gary Rd

	
Commerce

	
GA

	
HCP SH ELP3 Properties, LLC

	 	 	54	 	 	 	[	***]	
12-unit cottage, 27-unit assisted living care, 15-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	629	 	
Plaza on the River

	
135 Plaza Dr

	
Kerrville

	
TX

	
HCP SH ELP1 Properties, LLC

	 	 	245	 	 	 	[	***]	
143-unit independent living, 38-unit assisted living care, 64-unit skilled nursing facility and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	600	 	
Rose Valley

	
33800 SE Frederick St

	
Scappoose

	
OR

	
HCP SH ELP3 Properties, LLC

	 	 	64	 	 	 	[	***]	
64-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	665	 	
Rose Valley Cottages

	
33800 SW Fredrick St

	
Scappoose

	
OR

	
HCP SH ELP3 Properties, LLC

	 	 	15	 	 	 	[	***]	
15-unit cottage and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
10 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	566	 	
Sandia Springs

	
1000 Riverview Dr Se

	
Rio Rancho

	
NM

	
HCP SH ELP3 Properties, LLC

	 	 	113	 	 	 	[	***]	
12-unit cottage, 84-unit assisted living care, 17-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	597	 	
Sellwood Landing

	
8517 SE 17Th Ave

	
Portland

	
OR

	
HCP SH Sellwood Landing, LLC

	 	 	89	 	 	 	[	***]	
89-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
10 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	640	 	
Spring Estates

	
7221 NE 182nd St

	
Kenmore

	
WA

	
HCP SH ELP3 Properties, LLC

	 	 	92	 	 	 	[	***]	
72-unit assisted living care, 20-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	670	 	
Spring Meadow Cottages

	
1357 Redwood Cir

	
Grants Pass

	
OR

	
HCP SH ELP3 Properties, LLC

	 	 	28	 	 	 	[	***]	
28-unit cottage and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
10 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	667	 	
Spring Meadow Retirement

	
1357 Redwood Cir

	
Grants Pass

	
OR

	
HCP SH ELP3 Properties, LLC

	 	 	122	 	 	 	[	***]	
122-unit independent living and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
10 Years and 11 Months

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	543	 	
Spring Mountain

	
1790 Powder Springs Rd SW

	
Marietta

	
GA

	
HCP SH ELP3 Properties, LLC

	 	 	57	 	 	 	[	***]	
44-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	584	 	
Spring Pointe

	
1400 Redwood Cir

	
Grants Pass

	
OR

	
HCP SH ELP3 Properties, LLC

	 	 	56	 	 	 	[	***]	
56-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	585	 	
Spring Village

	
1420 Redwood Cir

	
Grants Pass

	
OR

	
HCP SH ELP3 Properties, LLC

	 	 	82	 	 	 	[	***]	
12-unit cottage, 70-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
10 Years and 11 Months

	 	 	[	***]	 	 	[	***]





 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


EXHIBIT A-3


 


(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


 



	 	 	  	  	  	  	  	 	 	 	 	
Stable

	 	  	
Lease Term

	 	
Initial Annual


Allocated


Minimum

	 	 	
Allocated


Initial

	 
	
ID#

	 	
Facility


Name

	
Address

	
City

	
State

	
Lessor

	 	
Total


Units

	 	 	
/ Non-


Stable

	 	
Primary Intended Use

	
Initial

	
1st


Extension

	
2nd


Extension

	 	
Rent (in


$MM)

	 	 	
Investment


(in $MM)

	 
	 	545	 	
Stone Mountain

	
1745 Parke Plaza Cir

	
Stone Mountain

	
GA

	
HCP SH ELP1 Properties, LLC

	 	 	40	 	 	 	[	***]	
30-unit assisted living care, 10-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	657	 	
Sugarland Ridge

	
1551 Sugarland Dr

	
Sheridan

	
WY

	
HCP SH ELP1 Properties, LLC

	 	 	67	 	 	 	[	***]	
12-unit cottage, 55-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	541	 	
Sweetwater Springs

	
1600 Lee Rd

	
Lithia Springs

	
GA

	
HCP SH ELP1 Properties, LLC

	 	 	54	 	 	 	[	***]	
36-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
6 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	546	 	
Terrace at Woodstock

	
756 Neese Rd

	
Woodstock

	
GA

	
HCP SH ELP3 Properties, LLC

	 	 	72	 	 	 	[	***]	
58-unit assisted living care, 14-unit Alzheimer’s care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	468	 	
Villa Del Rey Retirement

	
2801 N Kentucky Ave

	
Roswell

	
NM

	
HCP SH ELP1 Properties, LLC

	 	 	131	 	 	 	[	***]	
131-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	562	 	
Willow Ridge

	
1500 East 11th St

	
Mc Cook

	
NE

	
HCP SH ELP1 Properties, LLC

	 	 	91	 	 	 	[	***]	
57-unit independent living, 34-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
6 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	 	 	
Total Lease Pool 3 (41 Properties)

	 	 	3,434	 	 	 	 	 	  	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	
Lease Pool 3 Potential Facility*

	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	 	 	  	  	  	  	  	 	 	 	 	 	 	 	 	  	  	  	  	 	 	 	 	 	 	 	 
	 	589	 	
Eldorado Heights

	
2130 N Eldorado Ave

	
Klamath Falls

	
OR

	
HCP SH Eldorado Heights, LLC

	 	 	60	 	 	 	[	***]	
60-unit assisted living care and such other uses necessary or incidental to such use

	
14 Years

	
10 Years

	
9 Years

	 	 	[	***]	 	 	[	***]





 


 


* The foregoing facility listed under the heading “Lease Pool 3 Potential Facility” may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date.  Such facility shall not constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property”.


 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


EXHIBIT A


 


LEGAL DESCRIPTION


(Absaroka, Emeritus at)


 


Lot 18, Deer Haven Addition to the City of Cody, according to the official plat filed May 6, 2002 in Book G of Plats, at page 81, Park County, Wyoming.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Highline, Emeritus at)


(Apple Ridge)


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ARAPAHOE, STATE OF COLORADO, AND IS DESCRIBED AS FOLLOWS:


 


Parcel A:


 


Lot 1,


Skyview Village Subdivision Filing No. 2,


County of Arapahoe,


State of Colorado.


 


Parcel B:


 


Non-exclusive easement for pedestrian and vehiclular access as set forth and more fully described in that certain Driveway Easement and Maintenance Agreement recorded February 17, 2004 at Reception No. B4028351,


County of Arapahoe,


State of Colorado.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Cambridge Place, Emeritus at)


 


Lots 1, 2, 3, 4, 5, 6 and 7, of Certificate of Survey 3017 filed July 26, 1994, located in Lots 1, 2, 3, 4, 5, 6 and 7, Block 180, GREAT FALLS WATER POWER AND TOWNSITE COMPANY’S FIRST ADDITION to Great Falls, Townsite, Cascade County, Montana.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Carriage Inn, Emeritus at)


 


Lot One (1), Block Fifteen (15), NORTH SHORE UNIT THREE (3), an Addition to the Town of Portland in San Patricio) County, Texas, as shown by map or pint of same recorded under County Clerk’s File No. 343755 Real Property Records of San Patricio County, Texas, and in Envelope A-46, Tube 32-3, Map Records of San Patricio County, Texas.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Cedar Ridge, Emeritus at)


 


TRACT 1


 


Lot One (1), Block One (1), THE VYNE AT CEDAR RIDGE II, an Addition to the City of Broken Arrow, Tulsa County, State of Oklahoma, according to the recorded plat thereof.


 


TRACT 2


 


Lot One (1), Block One (1), THE VYNE AT CEDAR RIDGE, an Addition to the City of Broken Arrow, Tulsa County, State of Oklahoma, according to the recorded plat thereof.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Century Fields, Emeritus at)


 


The Land referred to in this policy is described as follows:


 


Parcel 1 of Partition Plat No. 2004-74, recorded December 29, 2004 in the Record of Partition Plats for Linn County, Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Champlin Shores Assisted Living)


 


The West 387.85 feet of the East 520 35 feet of the South 445,5 feet of the Southwest Quarter of the Southwest Quarter of Section 19, and the North 220.5 feet of the South 445 5 feet of the West 113 9 feet of the East 634 25 feet thereof, and the North 33 feet of the South 478 5 feet of the West 341 81 feet of the East 634.25 feet thereof, except the Southerly 33 00 feet for road purposes, Section 19, Township 120, Range 21, Hennepin County, Minnesota.


 


Abstract Property


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Chestnut Lane Assisted Living Community)


 


TRACT 1:


 


Parcel 2, PARTITION PLAT NO. 2001-57, in the City of Gresham, County of Multnomah and State of Oregon.


 


EXCEPTING THEREFROM that portion described in Dedication Deed to the public recorded October 17, 2003, as Fee No. 2003-249227.


 


ALSO EXCEPTING THEREFROM that portion described in Dedication Deed to the public recorded October 17, 2003, as Fee No. 2003-249228.


 


TRACT 2:


 


A Private fire land easement over the Westerly portion of Parcel 3 as set forth on PARTITION PLAT NO. 2001-57, in the City of Gresham, County of Multnomah and State of Oregon.


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Culpepper Place Assisted Living Community)


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF McCRACKEN, STATE OF KENTUCKY, AND IS DESCRIBED AS FOLLOWS:


 


Real Property


Legal Description


 


Real property in the City of Paducah, County of McCracken, State of Kentucky, described as follows;


 


Being a 5.6197 acre tract, depicted as Tract A, on the Waiver of Subdivision Plat for Paducah Assisted Living, LLC, of record in Plat Section L, Page 1720, in the McCracken County Court Clerk’s Office.


 


Being in all respects the same property conveyed to BRE/SW CULPEPPER PLACE, LLC, by the following deeds:


 



	
  

	
1.                                      Deed from SWP’s Culpepper Place, LLC, dated July 27, 2010, of record in Deed Book 1202, page 9, McCracken County Clerk’s Office;








	
  

	
 








	
  

	
2.                                      Deed from Baxter’s Culpepper Place, LLC, dated August 5, 2010, of record in Deed Book 1202, page 18, aforesaid clerk’s office;








	
  

	
 








	
  

	
3.                                      Deed from Evonuk’s Culpepper Place, LLC, dated August 5, 2010, of record in Deed Book 1202, page 27, aforesaid clerk’s office;








	
  

	
 








	
  

	
4.                                      Deed from Levine’s Culpepper Place, LLC, dated August 5, 2016, of record in Deed Book 1202, page 36, aforesaid clerk’s office;








	
  

	
 








	
  

	
5.                                      Deed from Yudess’ Culpepper Place, LLC, dated August 5, 2010, of record in Deed Book 1202, page 46, aforesaid clerk’s office;








	
  

	
 








	
  

	
6.                                      Deed from Parrish’s Culpepper Place, LLC, dated August 5, 2010, of record in Deed Book 1202, page 55, aforesaid clerk’s office; and








	
  

	
 








	
  

	
7.                                      Deed from Stayton SW Assisted Living LLC, et al., by deed dated August 5, 2010, of record in Deed Book 1201, page 742, aforesaid clerk’s office.







 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Dry Creek Assisted Living Community)


 


The Land referred to herein below is situated in the County of Kittitas, State of Washington, and is described as follows:


 


Lot 2, of BETH-EL CHRISTIAN SHORT PLAT, Short Plat No. CSP 82-05, recorded July 26, 1981, in Book B of Short Plats, page 60, under Auditor’s File No. 463030, records of Kittitas County, State of Washington; being a portion of Section 12, Township 17 North, Range 18 East, W.M., in the County of Kittitas, State of Washington.


 


Tax Parcel No: 17-18-12052-0006 (796636)


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hillside Assisted Living, Terrace at)


 


PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:


 


BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hillside Assisted Living, Terrace at)


 


the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.


 


PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:


 


BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.


 


SAVE AND EXCEPTING THEREFROM the following described tract of land:


 


BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.


 


PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:


 


BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hillside Memory Care, Courtyard at)


 


PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:


 


BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hillside Memory Care, Courtyard at)


 


the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.


 


PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:


 


BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.


 


SAVE AND EXCEPTING THEREFROM the following described tract of land:


 


BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.


 


PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:


 


BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hillside Retirement Community)


 


PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:


 


BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hillside Retirement Community)


 


the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.


 


PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:


 


BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.


 


SAVE AND EXCEPTING THEREFROM the following described tract of land:


 


BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.


 


PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:


 


BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hillside Retirement Community, Garden Cottages at)


 


PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:


 


BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hillside Retirement Community, Garden Cottages at)


 


the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.


 


PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:


 


BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.


 


SAVE AND EXCEPTING THEREFROM the following described tract of land:


 


BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.


 


PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:


 


BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hillside Retirement, Manor at)


 


PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:


 


BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hillside Retirement, Manor at)


 


the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.


 


PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:


 


BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.


 


SAVE AND EXCEPTING THEREFROM the following described tract of land:


 


BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.


 


PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:


 


BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hillside Retirement, Traditions at)


 


PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:


 


BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet; thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hillside Retirement, Traditions at)


 


the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.


 


PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:


 


BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.


 


SAVE AND EXCEPTING THEREFROM the following described tract of land:


 


BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.


 


PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:


 


BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hillside, Village at)


 


PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:


 


BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Hillside, Village at)


 


the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.


 


PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:


 


BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.


 


SAVE AND EXCEPTING THEREFROM the following described tract of land:


 


BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.


 


PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:


 


BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Lake Pointe Assisted Living and Memory Care Community)


 


All that tract or parcel of land lying, situate and being located in the County of Hart, State of Georgia, and being more particularly described as follows:


 


BEGINNING at a nail and cap at the intersection of the Southern Right-of-Way of Walnut Street, said nail and cap being the POINT OF BEGINNING; thence as the Right-of-Way of Walnut Street, South 08 degrees 03 minutes 31 seconds East, 175.08 feet to an open top pipe; thence leaving the Right-of-Way of Walnut Street, South 81 degrees 48 minutes 47 seconds West, 5.55, feet to a %4 rebar; thence South 81 degrees 55 minutes 55 seconds West, 221.63 feet to a %4 rebar; thence South 81 degrees 56 minutes 10 seconds West, 159.99 feet to an open top pipe; thence North 08 degrees 03 minutes 20 seconds West, 175.03 feet to an open top pipe on the Southern Right-of-Way of East Johnson Street; thence as the Right-of-Way of East Johnson Street, North 81 degrees 55 minutes 31 seconds East, 387.16 feet to the POINT OF BEGINNING.


 


Said parcel contains 1,556 acres.


 


And being the same property also described as follows:


 


All that tract or parcel of land, situate, lying and being in the City of Hartwell, 1112th District, G.M., Hart County, Georgia, and particularly described on a Plat entitled “Survey for: Thomas Bailey” by Dean H. Teasley, Surveyor, dated June 13, 1990, recorded at Plat Book 2-D, Page 272, in the Office of the Clerk of Superior Court of Hart County, Georgia, which said Plat is hereby incorporated into this description by reference and made a part hereof and subject lot being bounded now or formerly and generally as follows; Northeasterly by the Right-of-Way of Walnut Street; Southeasterly by land of Ethridge and land of Russell; Southwesterly by property of Powell and Northwesterly by the Right-of-Way of East Johnson Street.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Laurel Gardens, Emeritus at)


 


All that certain piece, parcel or lot of land lying and being in the County of Florence, State of South Carolina and being more fully shown and designated on a Plat of an ALTA / ASCM Land Title Survey prepared for Florence Gardens, LLC, a Georgia Limited Liability Company, Matrix Florence Holding, LLC a Georgia Limited Liability Company, Colonial Bank, Capstone Capital Corporation and Chicago Title Insurance Company by Engineering Consultants, Inc.” dated May 9, 1997, revised August 21, 1998 and recorded in the office of the Clerk of Court for Florence County in Plat Book 68 at page 482, and having the following metes and bounds, to wit


 


“Beginning at an iron pin found (5/8” rebar) on the northernmost corner of the property and noted as the point of beginning (POB) located S 17°48 16”W 510.54 feet from an iron pin found (5/8” rebar) on the right of way of the Pamplico Highway, State Route 51 and running in a clockwise direction S 81°01’16”E for a distance of 272.59 feet along property of Pee Dee Development Company, LLC to an iron pin found (5/8” Reber), thence turning and running around a curve to the left with an are length of 92.25 feet, having a radius of 50.00 feet, and a chord of S 47°18’55” E for a distance of 79.71 feet along the right of way of Mountain Laurel Court to an iron pin found (5/8” rebar); thence turning and running S 17°48’10”W for a distance of 299 12 feet along the property of the Pee Dee Development Company, LLC to an iron pin found (5/8” rebar); thence continuing S 17°48’10”W for a distance of 9.95 feet along the property of Pee Dee Development Company, LLC to a calculated point (5/8”); thence turning and running N 85°25’10”W for a distance of 350 98 feet along properties of Hampton and Warner to a calculated point: thence turning and running N 17°48’16”E for a distance of 11.61 feet along property of C. Ed Floyd and Kaye B Floyd to an iron pin found (5/8” rebar); thence continuing N 17°48’16”E for a distance of 369 46 feet along property of C. Ed Floyd and Kaye B Floyd to an iron pin found (5/8” rebar) being the point of beginning and containing 2.82 acres”


 


Also


 


A permanent exclusive easement appurtenant to the property above described for purposes of construction, installation, maintenance and utilization of signage over and across that certain two hundred (200) square foot area designated as “Sign Easement Area” on that certain Plat prepared for Pee Dee Development Company, LLC by Engineering Consultants, Inc. dated November 20, 1998 and recorded in the office of the Clerk of Court for Florence County in Plat Book 66 at page 138 The servient estate constituting this sign easement area is more particularly described in the aforementioned Plat to which further reference is craved for a more complete and accurate description.


 


Also, Together With.


 


Reserving unto the Grantor and Grantee nevertheless, a permanent, non-exclusive easement for purposes of ingress and egress over and across the property described above and appurtenant to the property of the Grantor more particularly described as follows:


 


All that certain piece, parcel or lot of land, situate, lying and being in the County of Florence, State of South Carolina containing 2.82 acres as know as Tract “A” as shown on that certain Plat prepared for Pee Dee Development Company LLC by Engineering Consultants, Inc. to be dated November 25, 1997 and recorded m the office of the Clerk of Court for Florence County in Plat book 66, page 293-A, more particularly described as follows: Beginning at an iron pin set (5/8” rebar) on the northernmost corner of the property located S 17°18’16”W 510.54 feet from an iron pin found (5/8” rebar) on the right of way of the Pamplico Highway, State Route 51 and running in a clockwise direction S 81°01’16”E for a distance of 272.59 feet along property of Pee Dee Development Company, LLC to an iron pin found (5/8” Rebar), thence turning and running around a curve to the left with an arc length of 92.25 feet, having a radius of 50.00 feet, and a chord of S 47°18’55” E for a distance of 79.71 feet along property of Pee Dee Development Company, LLC described above to an iron pin set (5/8” rebar), thence turning and running S 17°48’10” W for a distance of 299.12 feet along the property of the Pee Dee Development Company, LLC to an iron pin set (5/8” rebar); thence continuing S 17°48’10’’W for a distance of 9.95 feet along the property of Pee Dee Development Company, LLC to an iron pin set (5/8”), thence turning and running N 85°25’10”W for a distance of 350.98 feet along properties of Hampton and Warner to a point; thence turning and running N 17°48’16”E for a distance of 11.61 feet along property of C. Ed Floyd and Kaye B. Floyd to an iron pin found (disturbed/reset) (5/8” rebar); thence containing N 17°48’16”E for a distance of 369.46 feet along property of C. Ed Floyd and Kaye B. Floyd to an iron pin found (5/8” rebar) being the point of beginning”


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Legacy Gardens Assisted Living Community)


 


Lot 2, and a portion of Lot 1, Certified Survey Map 6649, In the City of Madison, Dane County, Wisconsin, described as follows: Beginning at the most Westerly corner of said Certified Survey Map 6649; thence North 42°03’46” East, 289.35 feet to the most Westerly corner of Lot 2 of said Certified Survey Map 6649; thence South 47° 56’14” East, 213.00 feet; thence South 42° 03’46” West, 289.35 feet; thence North 47° 56’14” West, 213.00 feet to the point of beginning.  All part of Certified Survey Map 6649, recorded in Vol. 32 of Certified Survey Maps, page 335, as #2321134.


 


Also more particularly described as follows:


 


Beginning at the Westerly most corner of said Lot 1; thence North 42° 03’46” East, 497.59 feet; thence 75.05 feet along the arc of a curve to the left having a radius of 605.90 feet and a long chord subtended bearing South 78° 19’35” East, 75.01 feet; thence South 18° 43’12” East, 169.92 feet; thence South 42° 03’46” West, 452.59 feet; thence North 47° 56’14” West, 213.00 feet to the point of beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Preston, Emeritus at)


(Medallion)


 


BEING Lot 7, Block A/7451, of PRESTON-TURNER WAY ADDITION, an Addition to the City of Dallas, Dallas


 


County, Texas, according to the Plat thereof recorded in Volume 94204, Page 5495, of the Plat Records of Dallas


 


County, Texas, and being more particularly described by metes and bounds as follows:


 


BEING a tract of land situated in the Thomas Dykes Survey, Abstract No. 405, Dallas County, Texas, and being part of the City of Dallas Block No. 7451 and being more particularly described as follows:


 


BEGINNING at a 1/2 inch iron rod set at the intersection of the East line of Preston Road and the South line of Turner Way,


 


THENCE North 89 degrees 34 minutes 00 seconds East, along said South line, 325.05 feet to a 3/8 inch iron rod found for corner;


 


THENCE South 00 degrees 06 minutes 36 seconds West, 408.38 feet to a 3/8 inch iron rod for corner and the North line of Churchill Way;


 


THENCE South 89 degrees 08 minutes 37 seconds West, along said North line, 225.00 feet to a 1/2 inch iron rod set for corner;


 


THENCE North 48 degrees 08 minutes 11 seconds West, continuing along the street Right-of-Way 1.68 feet to a 1/2 inch iron rod set for corner;


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Preston, Emeritus at)


(Medallion)


 


THENCE South 88 degrees 51 minutes 45 seconds West, continuing along the North line of Churchill Way, 38 72 feet to a 1/2 inch iron rod set for corner,


 


THENCE in a Northwesterly direction continuing along the street Right-of-Way with a curve to the right, said curve having a central angle of 91 degrees 31 minutes 06 seconds and a radius of 60.00 feet, an arc distance of 95.84 feet to a 318 inch iron rod found for corner,


 


THENCE North 00 degrees 18 minutes 47 seconds East, along the East line of Preston Road, 348.58 feet to the PLACE OF BEGINNING and containing 3.042 acres (132,513.148 sq ft.) of land, more or less.


 


NOTE; COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Moses Lake Assisted Living Community)


 


Lots 1 through 6, Sun Basin Planned Unit Development Major Plat. according to the plat thereof recorded in Volume 26 of Plats, pages 85 through 67, records of Grant County, Washington.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Mountain Laurel Senior Living Community)


 



	
4.

	
The Land referred to in this policy is described as follows:


	  	  	  
	  	
Address:

	
1175 & 1177 Hebron Ave. (Units 2 & 3)


	  	
City/Town:

	
Glastonbury


	  	
County:

	
Hartford


	  	
State:

	
CT


	  	
Unit Nos.:

	
2 and 3


	  	
CIC:

	
Glastonbury Health Care Center







 


All those certain pieces or parcels of land, together with any improvements thereon, located in the Town of Glastonbury, County of Glastonbury and State of Connecticut, consisting of Units Two and Three of Glastonbury Heath Care Center, a Condominium, together with an undivided interest in the common elements being more particularly designated and described in that certain Declaration of Condominium dated as of June 30, 1997 and recorded in Volume 1095 at Page 39 of the Glastonbury Land Records; as amended by that certain First Amendment dated June 23, 1999 and recorded in Volume 1278 at Page 58 of the said Land Records; as further amended by that certain Second Amendment dated July 12, 2000 and recorded in Volume 1362 at Page 277 of the said Land Records.


 


Together with the easements set forth in said Declaration, as amended.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Northpark Place, Emeritus at)


 


Lots 1 to 12, inclusive, in Block 3, and the vacated North/South alley located in Block 3, Higman’s Pierce St Addition to Sioux City, in the County of Woodbury and State of Iowa


 


Parcel Number 251415/GIS No. 8947 21 133 001


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Oakridge Senior Living Community)


 


Lot 2 of Portage County Certified Survey Map No. 7458-27-138, as recorded in Volume 27 of Surveys, page 138, being part of CSM 7080, all of Outlot 2, CSM 7108, all of CSM 7238, being part of the SW 1/4 of the SW 1/4 of Section 25, Township 24 North, Range 8 East, City of Stevens Point, Portage County, Wisconsin,


 


AND


 


Lot 2 of Portage County Certified Survey Map No. 7294-26-224, as recorded in Volume 26 of Surveys, page 224, being all of Lots 1 and 2, Parkdale Subdivision, being part of CSM 7102, part of the NW 1/4 of the NW 1/4 of Section 36, Township 24 North, Range 8 East, City of Stevens Point, Portage County, Wisconsin.


 


FOR INFORMATIONAL PURPOSES ONLY:


Tax Key No.: 281-24-0825330008


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Osprey Court Memory Care Community)


 


Parcel 3, PARTITION PLAT NO. 2000-32, recorded August 3, 2000, as Instrument No. 200011059, Records of Partition Plats, in the City of McMinnville, County of Yamhill and State of Oregon.


 


TOGETHER WITH an easement for access over Parcel 1 of said partition, as shown thereon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Oswego Springs Assisted Living Facility)


 


PARCEL I:


 


A tract of land in Section 31, Township 1 South, Range 1 East of the Willarnctte Meridian, in the County of Multnomah and State of Oregon, described as follows:


 


BEGINNING at the Southwest corner of the East half of this Northwest quarter of said Section 31, said point being in the center line of County Road No. 980 (Lesser Road); thence Northerly along the center line of said County Road to an intersection with the South line of County Road No. 1050 (Capitol Highway); thence South 89° 15 East, along the South line of said County Road, 86.61 feet; thence continuing along the South side of said road, 116.01 feet on a curve to the left having a radins of 317.78 feet; thence South 0°36’ West, 814.51 feet to a point in the South line of said East half of the Northwest quarter of said Section 31; thence North 89°24’ West, 441.12 feet to point of beginning.


 


EXCEPTING THEREFROM a tract in the Northeast corner thereof conveyed to George H. Johnson and wife by that certain instrument recorded March 17, 1939 in Book 488, Page 36, P.S. Deed Records of said County and State, which excepted that portion described as follows:


 


BEGINNING at a point on the Southerly line of Capitol Highway (County Road No. 1050) which is South 89°24’ East, 441.12 feet and North 0°36’ East, 814.31 feet from the Southwest corner of the East one-half of the Northwest one-quarter of said Section 31; thence South 0°36’ West, 120 feet; thence North 89°24’ West, 87.08 feet; thence North 0°36’ East, 100.36 feet to the Southerly line of Capitol Highway; thence Easterly along said line 89.70 feet to the place of beginning.


 


FURTHER EXCEPTING THEREFROM that portion as described in Deed For Right-of-Way Purposes to City of Portland, a municipal corporation of the State of Oregon, recorde February 23, 2004 as Fee No. 2004-028081.


 


PARCEL II:


 


A tract of land in Section 31, Township 1 South, Range 1 East of the Willamette Meridian, in the County of Multnomah and State of Oregon, described as follows:


 


BEGINNING at a point on the half-section line East and West through said Section 31, South 89°24’ East, 441.12 feet from the Southwest corner of the East half of the Northwest quarter of said Section 31; thence South 89°24’ East, 310 feet; thence North 0°36’ East, 538.41 feet; thence North 89°24’ West, 310 feet; thence South 0°36’ West, 538.41 feet to the place of beginning.


 


EXCEPTING THEREFROM the following portion of land from the above described Parcels I and II, described as follows:


 


A tract of land in Section 31, Township 1 South, Range 1 East of the Willamette Meridian, in the County of Multnomah and State of Oregon, described as follows:


 


The South 400 feet of a tract of land:


 


BEGINNING at the Southwest corner of the East one-half of the Southwest one-quarter in centerline of Southwest Lesser Road; thence South 89°24’ East, along the East-West centerline of said Section 31, 751.12 feet to the Southeast corner of that certain tract conveyed to Gerald W. Crow and Carol L. Crow, husband and wife, by Deed recorded August 17, 1961 in Multnomah County Deed Book 2076, Page 465; thence North 0°36’ East, along the East line of said Crow Tract 538.41 feet to a Northeast corner thereof; thence North 89°24’ West, along the North line of said Crow Tract and the Westerly extension thereof to an intersection with the centerline of S.W. Lesser Road; thence Southerly along the centerline of S.W. Lesser Road to the point of beginning.


 


FURTHER EXCEPTING THEREFROM that portion as described in Deed For Right-of-Way Purposes to City of Portland, a municipal corporation of the State of Oregon, recorde February 23, 2004 as Fee No. 2004-028081.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Park Avenue Estates Senior Living Community)


 


Lots 1, 2 and 3, Block 1, in Panlsen’s First Addition to the City of Lexington, Dawson County, Nebraska.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Park Place, Emeritus at)


 


PARCEL I:


 


A tract of land in Sections 25 and 26, Township 1 South, Range 1 West of the Willamette Meridian, in the County of Washington and State of Oregon, being more particularly described as follows:


 


Commencing at the one-quarter corner between said sections; thence South along the line between said sections 1150.61 feet; thence East at 90° to said section line 308.72 feet to a 5/8 inch iron rod at the Northeast corner of that tract conveyed to Helmer Mork, et ux, in Book 407, page 140, Records of Washington County and the point of beginning of the tract herein to be described; thence South 0°02’18” West 327.27 feet; thence North 89°59’12” West 100.00 feet; thence South 0°02’18” West 300.00 feet; thence North 89°59’12” West 35.00 feet; thence North 33°17’49” West 307.32 feet; thence North 72°44’25” West 169.00 feet to the Easterly line of the Oregon Electric Railway Company right of way; thence along said Easterly line North 17°15’35” East, 334.00 feet to a 5/8 inch iron rod; thence North 89°48’09” East 366.43 feet to the point of beginning.


 


PARCEL II:


 


A perpetual easement for ingress and egress as granted in deed recorded June 29, 1984, Recorder’s No. 84025405, over a strip of land being 31.00 feet in width and the center line being described as follows:


 


A tract of land in Section 25, Township 1 South, Range 1 West of the Willamette Meridian, in the County of Washington and State of Oregon, being more particularly described as follows:


 


Commencing at the one-quarter corner between said Sections 25 and 26; thence South along the line between said sections, 1,150.61 feet; the East at 90° to said section line 308.72 feet to a 5/8 inch iron rod; thence South 0°02’18” West 327.27 feet; thence North 89°59’12” West 100.00 feet; thence South 0°02’18” West 300.00 feet; thence North 89°59’12” West 35.00 feet; thence North 33°17’49” West 155.65 feet to the said center line of the 31.00 foot wide strip herein to be described (the beginning of the Westerly right of way of said 31.00 foot wide strip bears North 33°17’49” West 18.50 feet from said center line and the beginning of the Easterly right of way of said 31.00 foot wide strip bears South 33°17’49” East 18.50 feet from said center line); thence South 23°36’00” West 30.85 feet to a point of curve to the left; thence along said curve having a radius of 55.50 feet and a central angle of 74°10’00” a length of 71.84 feet, said curve subtended by a chord which bears South 13°29’01” East, 66.93 feet; thence South 50°34’00” East 86.00 feet to a point of curve to the right; thence along said curve having a radius of 55.50 feet and a central angle of 90°00’00” a length of 87.18 feet; thence South 39°26’00” West to the Northeasterly right of way line of SW Hemlock Street and the terminus of said strip.


 


PARCEL III:


 


An “Emergency Exit Easement” as granted in deed recorded June 29, 1984, Recorder’s No. 84025405 for ingress and egress over the following described property:


 


A tract of land being 31.00 feet in width in Sections 25 and 26, Township 1 South, Range 1 West of the Willamette Meridian, in the County of Washington and State of Oregon, being more particularly described as follows:


 


Commencing at a 1/2-inch iron pipe being at the Southwest corner of Tract X-2, and being on the Easterly line of the Oregon Electric Railway Company as shown on the Minor Partition Map dated May 9, 1984 by Chase, Jones & Associates, Inc., said point also being the Southwest corner of that tract conveyed to Helmer A. Mork and Mande M. Mork in Deed Book 407, page 140, Washington County Deed Records; thence along the Easterly line of the Oregon Electric Railway Company, North 17°15’35” East 9.29 feet to a point being 40.00 feet, when measured at right angles, from the center line of SW Hall Boulevard, said point being on the proposed Northerly right of way line of SW Hall Boulevard; thence parallel and 40.00 feet from said center line along said proposed Northerly line, South 60°53’21” East 62.84 feet to a point of curve to the right; thence continuing along said proposed Northerly line along said curve having a radius of 326.48 feet and a central angle of 31°01’58”, a distance of 176.83 feet to a point of reverse curve, said 326.48 foot radius curve subtended by a chord which bears South 45°22’28” East; thence leaving said proposed Northerly line along a curve to the left having a radius of 40.00 feet and a central angle of 7°32’49”, a distance of 5.27 feet to the


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Park Place, Emeritus at)


 


true point of beginning of the tract herein to be described; thence continuing along said curve to the left a distance of 31.44 feet, said curve subtended by a chord which bears South 59°55’02” East 30.63 feet; thence North 32°51’45” East 124.22 feet to a point of non-tangent curve on the Southerly line of a 31 foot wide perpetual easement; thence along said Southerly line on a curve to the right having a radius of 71.00 feet and a central angle of 46°57’22” a distance of 58.19 feet to a point of tangency along said Southerly line, said curve subtended by a chord which bears North 0°07’18” East 56.57 feet; thence South 32°51’45” West 173.29 feet to the true point of beginning.


 


PARCEL IV:


 


A utility easement as granted in deed recorded June 29, 1984, Recorder’s No. 84025405, over a tract of land being 6.00 feet in width and located in the Southeast one-quarter of Section 26, Township 1 South, Range 1 West of the Willamette Meridian, in the County of Washington and State of Oregon, being more particularly described at follows.


 


Commencing at a 1/2 inch iron pipe being at the Southwest corner of Tract X-2 and being on the Easterly line of the Oregon Electric Railway Company, said point also being on the Southwest corner of that tract conveyed to Helmer A. Mork and Maude M. Mork, in Deed Book 407, page 140, Washington County Deed Records; thence along the Easterly line of the Oregon Electric Railway Company, North 17°15’35” East 9.29 feet to the true point of beginning, said point being 40.00 feet, when measured at right angles, from the center line of SW Hall Boulevard, said point also being on the proposed Northerly right of way line of SW Hall Boulevard; thence continuing North 17°15’35” East along the Easterly line of the Oregon Electric Railway Company, 195.70 feet to a 5/8 inch iron rod at the Northwest corner of Tract X-2; thence along the Northerly line of Tract X-2, South 72°44’25” East 6.00 feet; thence South 17°15’35” West, parallel with be Easterly line of the Oregon Electric Railway Company, 196.96 feet to said proposed Northerly right of way line; thence along said proposed Northerly line North 60°53’21” West 6.13 feet to the true point of beginning.


 


 


 


EXHIBIT A — CONTINUED



	
  

	
 







LEGAL DESCRIPTION


(Peachtree Village Senior Living Community)


 


The land situated in the City of Commerce, County of Jackson. State of Georgia and described as follows:


 


BEGINNING AT THE INTERSECTION OF THE WESTERN RIGHT-OF-WAY OF U.S. HWY. 441 (R/W VARIES) AND THE SOUTHERN RIGHT-OF-WAY (60° EASEMENT) OF W.W. GARY ROAD. THENCE RUNNING ALONG SOUTHERN RIGHT-OF-WAY SOUTH 66° 51’ 45” WEST A DISTANCE 740.15 FEET TO AN IRON PIN FOUND ON THE SOUTHERN RIGHT-OF-WAY OF W.W. GARY ROAD BEING THE TRUE POINT OF BEGINNING. THENCE LEAVING SAID RIGHT-OF-WAY RUNNING SOUTH 26° 29’ 55” EAST A DISTANCE OF 200.00 FEET TO AN IRON PIN FOUND. THENCE RUNNING SOUTH 26° 29’ 55” EAST A DISTANCE OF 400.00 FEET TO AN IRON PIN FOUND. THENCE RUNNING NORTH 80° 59’ 40” WEST A DISTANCE OF 538.79 FEET TO A GRANITE MONUMENT. THENCE RUNNING NORTH 23° 8’ 15” WEST, A DISTANCE OF 312.32 FEET TO AN IRON PIN FOUND, THENCE RUNNING NORTH 66° 51’ 45” EAST A DISTANCE OF 421.03 FEET TO AN IRON PIN FOUND THE TRUE POINT OF BEGINNING.


 


TOGETHER WITH ANY AND ALL APPURTENANT EASEMENT BENEFITING THE ABOVE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THAT CERTAIN AMENDED AND RESTATED EASEMENT AGREEMENT BY AND BETWEEN KEN-TONY, LLC AND PEACHTREE PLANTATION, LLC DATED AS OF MAY 7, 2004 RECORDED IN DEED BOOK 34-R, PAGE 428, JACKSON COUNTY, GEORGIA RECORDS AND THAT CERTAIN EASEMENT AGREEMENT FROM TIMOTHY T. GARY TO PEACHTREE PLANTATION, LLC. DATED AS OF OCTOBER 1, 1990, RECORDED IN DEED BOOK 18-49, PAGE 710, AFORESAID RECORDS.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Plaza on the River, Emeritus at)


 


Tract One: All that certain tract or parcel of land, lying and being situated in the County of Kerr, State of Texas, and being Lot 1, Block 1, Kerrville Lakeside Apartments Section Two, a subdivision of Kerr County, Texas, according to the plat of said subdivision recorded in Volume 6, Page 145, Plat Records of Kerr County, Texas; said plat being a replat of plat recorded in Volume 6, Page 6, Plat Records of Kerr County, Texas.


 


Tract Two: All that certain tract or parcel of land, lying and being situated in the County of Kerr, State of Texas, and being Lot 2, Block 1 Kerrville Lakeside Apartments Section Two, a subdivision of Kerr County, Texas, according to the plat of said subdivision recorded in Volume 6, Page 280, Plat Records of Kerr County, Texas; said plat being a replat of plat recorded in Volume 6, Page 145, Plat Records of Kerr County, Texas.


 


Tract Three: All that certain tract or parcel of land, lying and being situated in the County of Kerr, State of Texas, and being Lot 11, Edwards Addition, a subdivision of Kerr County, Texas, according to the plat of said subdivision recorded in Volume 4, Page 26, Plat Records of Kerr County, Texas.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Rose Valley Assisted Living Community)


 


Parcel 2 of Partition Plat 2004-28, recorded November 16, 2004, Fee No. 2004-014428, in Columbia County, Oregon. Together with an easement for access over Parcel 1 of Partition Plat 2004-028, as created in instrument recorded November 16, 2004, Fee Number 2004-014429, Records of Columbia County, Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Rose Valley Assisted Living Community and Cottages)


 


Parcel 1 of Partition Plat 2004-28, recorded November 16, 2004 as Fee Number 2004-014428, in Columbia County, Oregon. Together with an easement for access over Parcel 2 of Partition Plat 2004-028, as created in instrument recorded November 16, 2004, Fee Number 2004-014429, Records of Columbia County, Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Sandia Springs Senior Living)


 


PARCEL 1


 


Lot 6A, of Riverview Village, City of Rio Rancho, Town of Alameda Grant, Sandoval County, New Mexico, as the same is shown and designated on the plat filed in the office of the County Clerk of Sandoval County, New Mexico, on November 14, 1996 in Vol. 3, folio 1549-B.


 


PARCEL 2


 


Lot 7A of Corrales South, as the same is shown and designated on the summary plat of Lots 6B, 7A and 7B, of Corrales South, filed in the office of the County Clerk of Sandoval County, New Mexico, on April 23, 1997 in Vol. 3, folio 1602-A, (Rio Rancho Estates plat Book No. 10, page 22.


 


PARCEL 3


 


A Non exclusive easement for the benefit of Lot 6A of Riverview Village, City of Rio Rancho, Town of Alameda Grant, Sandoval County, New Mexico, as the same is shown and designated on the Plat filed in the office of the County Clerk of Sandoval County. New Mexico, on November 14, 1996, in Vol. 3, folio 1549-B, and Lot 7A of Corrales South as the same is shown and designated on the summary plat of Lots 6B, 7A and 7B, of Corrales South, filed in the office of the County Clerk of Sandoval County, New Mexico, on April 23, 1997 in Vol 3, folio 1602-A (Rio Rancho Estates Plat Book No. 10, page 22), Said easement is shown and designated as an Access Easement, Drainage Easement and Public Utility Easement, traversing the northwest portion of Lot 6B on the Summary Plat of Corrales South, filed in the office of the County Clerk of Sandoval County, New Mexico, on April 23, 1997 in Vol 3, folio 1602-A, and amended by


 


that Amendment to Easement recorded June 13, 1997 in Book 400, page 42535, as document no. 12363, records of Sandoval County, New Mexico.


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Sellwood, Emeritus at)


 


Lots 1, 2, 5, 6, 7, 8, 16, 17 and 18, Block 80, SELLWOOD, in the City of Portland, County of Multnomah and State of Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Spring Estates, Emeritus at)


 


7221 NORTHEAST 182ND STREET,


KENMORE, WASHINGTON 98028


TAX NO. 011410-0545


 


PARCEL A:


 


THAT PORTION OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE(S) 4, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:


 


BEGINNING ON THE EAST LINE OF SAID LOT AT A POINT 80.00 FEET SOUTH OF THE NORTHEAST CORNER THEREOF;


THENCE NORTH 75°27’30” WEST PARALLEL WITH THE NORTHERLY LINE OF SAID LOT TO AN INTERSECTION WITH A LINE EXTENDED NORTH 2°39’50” EAST FROM THE SOUTHWEST CORNER OF SAID LOT;


THENCE SOUTH 2°39’50” WEST 103.19 FEET;


THENCE SOUTH 75°27’30” EAST TO THE EAST LINE OF SAID LOT AT A POINT 80.00 FEET NORTH OF THE SOUTHEAST CORNER THEREOF;


THENCE NORTH 103.19 FEET TO THE POINT OF BEGINNING.


 


PARCEL B:


 


THE SOUTHERLY 80 FEET OF LOT 8, AS MEASURED ALONG THE EASTERLY LINE IN BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE 4, IN KING COUNTY, WASHINGTON;


EXCEPT THAT PORTION THEREOF DESCRIBED AS FOLLOWS:


 


BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 8; AND RUNNING THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID LOT, 80 FEET; THENCE SOUTH 75°27’30” EAST PARALLEL WITH THE SOUTHERLY LINE OF SAID LOT, 3.799 FEET;


THENCE SOUTH 2°39’50” WEST TO THE POINT OF BEGINNING.


 


PARCEL C:


 


THAT PORTION OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE FLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE(S) 4, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:


 


BEGINNING ON THE NORTHERLY LINE OF SAID LOT AT A POINT 12.50 FEET SOUTHEASTERLY ON THE NORTHWEST CORNER THEREOF;


THENCE SOUTH 75°27’30” EAST 173.46 FEET TO THE NORTHEAST CORNER OF SAID LOT; THENCE SOUTHERLY ON THE EASTERLY LINE OF SAID LOT 80 FEET;


THENCE PARALLEL WITH THE NORTHERLY LINE OF SAID LOT NORTH 75°27’30’’ WEST TO AN INTERSECTION WITH A LINE EXTENDED NORTH 2°39’50” EAST FROM THE SOUTHWEST CORNER OF SAID LOT;


THENCE NORTH 2°39’50” EAST TO THE POINT OF BEGINNING;


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Spring Estates Emeritus at)


 


EXCEPT THE FOLLOWING DESCRIBED PORTION:


 


BEGINNING ON THE EASTERLY LINE OF SAID LOT AT A POINT DISTANT 80 FEET SOUTHERLY FROM THE NORTHEAST CORNER THEREOF AND RUNNING THENCE NORTHERLY ALONG SAID EASTERLY LINE, TO SAID NORTHEAST CORNER;


THENCE NORTH 75°27’30” WEST, ALONG THE NORTHERLY LINE OF SAID LOT, A DISTANCE OF 67.6 FEET;


THENCE SOUTH 14°32’30” WEST 77.43 FEET, MORE OR LESS, TO A POINT WHICH BEARS NORTH 75°27’30” WEST FROM THE POINT OF BEGINNING;


THENCE SOUTH 75°27’30” EAST 87.69 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.


 


PARCEL D:


 


THAT PORTION OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE(S) 4, IN RING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:


 


BEGINNING ON THE EASTERLY LINE OF SAID LOT AT A POINT DISTANT 80 FEET SOUTHERLY FROM THE NORTHEAST CORNER THEREOF AND RUNNING


THENCE NORTHERLY, ALONG SAID EASTERLY LINE, TO SAID NORTHEAST CORNER;


THENCE NORTH 75°27’30” WEST, ALONG THE NORTHERLY LINE OF SAID LOT, A DISTANCE OF 67.6 FEET;


THENCE SOUTH 14°32’30” WEST 77.43 FEET, MORE OR LESS, TO A POINT WHICH BEARS NORTH 75°27’30” WEST FROM THE TRUE POINT OF BEGINNING;


THENCE SOUTH 75°27’10” EAST 87.69 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING;


EXCEPT THAT PORTION THEREOF CONVEYED TO KING COUNTY FOR ROAD BY DEED RECORDED UNDER RECORDING NUMBER 8204020627.


 


PARCEL E:


 


WEST HALF OF THE EAST HALF OF LOT 7, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE(S) 4, IN KING COUNTY, WASHINGTON; AND


 


EAST HALF OF THE EAST HALF OF LOT 7, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE 4, IN KING COUNTY, WASHINGTON; AND


 


THAT PORTION OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PACE(S) 4, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Spring Estates Emeritus at)


 


BEGINNING AT THE SOUTHWEST CORNER OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO 14,


THENCE ALONG THE WEST LINE OF SAID LOT 8, NORTH 263.19 FEET;


THENCE ALONG THE NORTHERLY LINE OF SAID LOT 8, SOUTH 75°27’30” EAST 12.50 FEET;


THENCE SOUTH 2°39’50” WEST 260.33 FEET TO THE POINT OF BEGINNING.


 


BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 


THAT PORTION OF LOTS 7 AND 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE 4, IN KING COUNTY, WASHINGTON, BEING DESCRIBED AS FOLLOWS:


 


BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 8 AS SAID CORNER IS SHOWN ON THAT BOUNDARY SURVEY FOR FOREST PARK REALTY RECORDED AUGUST 8, 1986 IN VOLUME 50 OF SURVEYS, PAGE 247, RECORDS OF KING COUNTY WASHINGTON;


THENCE ALONG THE EAST LINE OF LOT 8 NORTH 00°00’00” WEST 243.78 FEET TO SOUTH CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO KING COUNTY IN THAT CERTAIN WARRANTY DEED RECORDED APRIL 2, 1982 AS INSTRUMENT NUMBER 8204020627;


THENCE, ALONG SAID LANDS OF KING COUNTY, NORTHWESTERLY ALONG A TANGENT CURVE TO THE LEFT, WITH A RADIUS OF 25.00 FEET, THROUGH A CENTRAL ANGLE OF 75°26’09”, AN ARC LENGTH OP 32.92 FEET TO THE NORTHERLY LINE OF SAID LOT 8; THENCE ALONG THE NORTHERLY LINES OF SAID LOTS 8 AND 7 NORTH 75°26’09° WEST 259.68 FEET TO THE WEST LINE OF THE EAST HALF SAID LOT 7;


THENCE ALONG SAID WEST LINE, SOUTH 00°00’10° WEST 263.15 FEET TO THE SOUTHERLY LINE OF SAID LOT 7;


THENCE ALONG THE SOUTHERLY LINES OF SAID LOTS 7 AND 8 SOUTH 75°26’39, EAST 279.02 FEET TO SAID POINT OF BEGINNING OF THIS DESCRIPTION.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Spring Meadow Cottages, Emeritus at)


 


A parcel of land situated in Lot 6, Section 24, Township 36 South, Range 6 West of the Willamette Meridian, Josephine County, Oregon, described as follows: Commencing at the Southeast corner of said Lot 6, thence North along the East line of said Lot 6, a distance of 49.82 feet to a point in the centerline of Redwood Avenue, said point purported to be the Southeast corner of said Government Lot 6 as designated on Survey 121-53, said point being the point of beginning; thence continue North along the East line of said Lot 6, a distance of 512.4 feet; thence West 340 feet; thence South 512.4 feet; thence East along said South line of Lot 6, as referred to above 340 feet to the point of beginning. EXCEPTING THEREFROM that portion conveyed to Josephine County by instrument recorded February 14, 1969 in Volume 258, Page 41, Josephine County Deed Records. ALSO EXCEPTING THEREFROM that portion conveyed to the City of Grants Pass by instrument recorded May 6, 2005 as Instrument No 2005-010272, Josephine County Deed Records.


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(The Springs, Emeritus at)


(Spring Meadow)


 


Parcel 3 of PARTITION PLAT NO. 2000-009, Josephine County, Oregon. EXCEPTING THEREFROM that portion conveyed in Dedication of Street Right-of-Way, to the City of Grants Pass recorded February 6, 2008, Instrument No. 2008-002089, Josephine County, Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Spring Mountain, Emeritus at)


 


All That Tract Of Parcel of Land lying and being in Land Lots 413, 414, and 476 of the 19th District, Second Section of Cobb County, Georgia and being more particular described as follows:


 


BEGINNING at a 1/2” steel reinforcing rod that marks the southeast corner of Land Lot 414, said point being the common corner to Land Lots 413, 414, 475 and 476 and running thence North 88 degrees 01 minutes 15 seconds west a distance of 545.05 feet to a 1/2” reinforcing rod; run thence north 02 degrees 01 minutes 11 seconds east a distance of 279.64 feet; run thence south 88 degrees 03 minutes 01 seconds east a distance of 350.00 feet; run thence south 01 degrees 56 minutes 59 seconds west a distance of 35 feet to a point; run thence south 88 degrees 03 minutes 01 seconds east a distance of 199.30 feet to a point on the east land lot line of Land Lot 414; run thence south 02 degrees 53 minutes 42 seconds west a distance of 89.42 feet to an axle; run thence south 67 degrees 18 minutes 07 seconds east a distance of 148.40 feet to a point on the northwest right of way line of Powder Springs Road; run thence south 22 degrees 39 minutes 38 seconds west along the northwest right of way line of Powder Springs Road a distance of 417.09 feet to a point; run thence north 03 degrees 04 minutes 11 seconds cast along the east land lot line of Land Lot 475 a distance of 287.26 feet to the point of beginning, being shown as 4.06743 acres on plat of survey for American ElderServe, Inc. by The Crusselle Company, George Willie Crusselle, GRLS #1373. which plat is incorporated herein by reference.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Spring Pointe, Emeritus at)


 


Parcel 1 of PARTITION PLAT NO. 2000-009, Josephine County, Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Spring Village, Emeritus at)


 


Parcel 2 of Partition Plat No. 2000-009, Josephine County, Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Stone Mountain Estates Assisted Living and Memory Care Community)


 


A parcel of land lying and being Part of Tract No 1, Subdivision Exemption Plat for Plantation South of Stone Mountain, as recorded in Plat Book 63, page 92, of the public records of Gwinnet County, Georgia, also being part of Land Lot 61 of the 6th District of said county, and being more particularly described as follows:


 


COMMENCING at the intersection of the southeasterly right of way line of East Park Place Boulevard, a 100 foot right of way, with the southwesterly right of way line of Park Plaza Circle, a right of way of varied width; thence, on said southwesterly right of way line, north 87 degrees 23 minutes 52 seconds east, 27.68 feet to an angle point; thence continuing on said southwesterly right of way line, south 46 degrees 24 minutes 00 seconds east, 109.41 feet to an angle point; thence, continuing along said southwesterly right of way line, south 52 degrees 13 minutes 18 seconds east, 67.96 feet to a point of curvature; thence, continuing on said right of way line, around end along a curve to the left, said curve having a radius of 173.24 feet and a central angle of 54 degrees 12 minutes 03 seconds, an are distance of 163.88 feet (south 79 degrees 19 minutes 20 seconds east, 157.84 feet, chord bearing and distance) to a point on said curve and the Point of Beginning; thence, continuing on said right of way line, around and along a curve to the left, said curve having a radius of 173.24 feet and a central angle of 11 degrees 34 minutes 39 seconds, an are distance of 35.01 feet (north 67 degrees 47 minutes 19 seconds east, 34.95 feet, chord bearing and distance) to a point of tangency; thence continuing on said right of way line, north 62 degrees 00 minutes 00 seconds east, 164.75 feet; thence south 14 degrees 00 minutes 00 seconds east, 268.52 feet; thence south 11 degrees 05 minutes 13 seconds west, 200.19 feet; thence north 64 degrees 00 minutes 30 seconds west, 240.73 feet; thence north 02 degrees 39 minutes 16 seconds east, 261.22 feet to the point of beginning. Said parcel being 1.877 acres (81,762.12 square feet) in area as shown on ALTA/ACSM Land Title Survey certified to ARCHON Financial, L.P., Goldman Sachs Mortgage Company, a New York limited partnership, A98 Senior L.L.C., A99 Senior L.L.C., Atria Communities, Inc., Lawyers Title Insurance Company, Chicago Title Insurance Company and Bock & Clerk, made by Bock & Clark’s National Surveyors Network, bearing the seal of Carl S. Courson, GA. RLS No. 2272, of Perrett and Associates, Inc., dated October 6, 1998, last revised December 9, 1998.


 


TOGETHER WITH rights acquired by virtue of Slope Easement as set forth in Warranty Deed from Mountain East Commerce Park, Inc., successor by name change to 78 Properties, Inc., to Columbia Properties, Inc., a Georgia corporation, dated October 13, 1982, recorded in Deed Book 2456, page 385, aforesaid records; as affected by Agreement Regarding Slope and Access Easements and Encroachments by and between Phoenix Home Life Mutual Insurance Company, and DeKalb Regional Healthcare System, Inc., and Richard K. Taylor, dated and filed October 13, 1982, recorded in Deed Book 10205, page 54, aforesaid records


 


Together with easement rights contained In Signage Easement Agreement by and between Richard K. Taylor and Plantation South at Stone Mountain Partnership dated 7/25/1994, recorded in Deed Book 10542, Page 117, aforesaid records.


 


Together with easement rights contained in Storm Water Drainage Easement Agreement by and between Richport Properties, Inc. and Richard K. Taylor dated 2/9/1994, recorded In Deed Book 10027, Page 122, aforesaid records.


 


 


 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Sugarland Ridge, Emeritus at)


 


Lots 4, 5 and 6, Block 2 of the Replat of sugarland South Subdivision, Sheridan County, Wyoming, as recorded in Book 1 of Plats, page 321.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Sweetwater Springs Assisted Living and Memory Care)


 


All that tract or parcel of land lying and being in Land Lot 761 and 806 of the 18th District and 2nd Section of Douglas County, Georgia, containing 4.61 acres or 200,835 square feet and being more particularly described as follows:


 


Beginning at an iron pin set at the intersection of the north land lot line of Land Lot 806 with the east right of way of Lee Road (100 foot right of way) per document recorded in Deed Book 972, Page 544, Douglas County Records; thence running north along the east right of way of Lee Road North 03 degrees 58 minutes 25 seconds East 299.69 feet to an iron pin found; thence running South 89 degrees 12 minutes 58 seconds East 642.96 feet to an iron pin found; thence running South 00 degrees 22 minutes 24 seconds West 300.00 feet to a 1⁄2 inch rebar found on the north land lot line of Land Lot 806, the same being the south land lot line of Land Lot 761 of said district and section and said iron pin being located 477.67 feet west of the northeast corner of Land Lot 806 as measured along the north land lot line of Land Lot 806; thence running North 89 degrees 05 minutes 26 seconds West along the north land lot line of Land Lot 806, 35.31 feet to an iron pin found; thence running South 82 degrees 22 minutes 17 seconds West 116.72 feet to a 1 1⁄2 inch OTP; thence running North 87 degrees 13 minutes 29 seconds West 511.32 feet to an iron pipe found on the east right of way of Lee Road at the Point of Beginning.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Woodstock, Emeritus at)


(Terrace at Woodstock)


 


All that tract or parcel of land lying and being in Land Lots 1099 and 1100 of the 15th District, 2nd Section, Cherokee County, Georgia, being more particularly described as follows:


 


To find the true point of beginning begin at the point where the South Land Lot Line of 1100 intersects with the West right of way line of Neese Road (50 foot right of way); running thence in a northerly fashion along Neese Road North 11 degrees 32 minutes East 34.97 feet to a point; running thence North 12 degrees 32 minutes East 55.90 feet to a point; running thence North 13 degrees 01 minutes East 50.30 feet to a point; running thence North 13 degrees 19 minutes East 28.83 feet to a point and the true point of beginning. From this true point of beginning run thence North 89 degrees 46 minutes West 300.00 feet to a point; running thence North 80 degrees 00 minutes West 265.99 feet to a point; running thence North 30 degrees 00 minutes East 72.00 feet to an iron pin set; running thence North 15 degrees 12 minutes West 232.09 feet to an iron pin set; running thence North 85 degrees 08 minutes East 452.92 feet to an iron pin set; running thence South 05 degrees 00 minutes East 128.28 feet to an iron pin set; running thence South 60 degrees 00 minutes East 182.85 feet to an iron pin set on Neese Road; running thence in a southerly fashion along the right of way of Neese Road South 14 degrees 22 minutes West 23.29 feet to a point; running thence 12 degrees 27 minutes West 50.82 feet to a point; running thence South 11 degrees 11 minutes West 47.88 feet to a point; running thence South 13 degrees 19 minutes West 34.71 feet to a point and the true point of beginning. Said tract contains 4.00 acres.


 


Together With


 


All that tract or parcel of land lying and being in Land Lots 1099 and 1100 of the 15th District, 2nd Section, Cherokee County, Georgia, and being more particularly described as follows as Tract One:


 


Tract One


 


Begin at the point where the West right of way line of Neese Road (having a 50 foot right of way) intersects with the South land tot line of Land Lot 1100; from this point of beginning, running thence in a westerly fashion along the South line of Land Lots 1100 and 1099 North 89 degrees 46 minutes West 419.41 feet to an iron pin found; running thence in a westerly fashion along the Smith land line of Land Lot 1099 North 89 degrees 43 minutes 228.99 feet to an iron pin set; running thence North 30 degrees 00 minutes East 243.00 feet to a point; running thence South 80 degrees 00 minutes East 265.99 feet to a point; running thence South 89 degrees 46 minutes East 300.00 feet to a point; running thence in a southerly fashion along the West right of way line of Neese Road South 13 degrees 19 minutes West 28.83 feet to a point; running thence South 13 degrees 01 minutes West 50.30 feet to a point; running thence South 12 degrees 32 minutes West 55.90 feet to a point; running thence South 11 degrees 32 minutes West 34.97 feet to an iron pin found and the true point of beginning. Said tract contains 2.50 acres.


 


Together with rights arising under Sewer Easement from Larry Sandidge to The Oaks at Woodstock Assisted Living, Inc., a Georgia corporation, dated January 5, 1998, filed for record May 2, 2000 at 2:19 p.m., recorded in Deed Book 4119, Page 050, Records of Cherokee County, Georgia.


 


 






  





  











  








 


Also together with rights arising under Sanitary Sewer Easement from James C. Neese, Sr., to The Oaks at Woodstock Assisted Living, Inc., a Georgia corporation, dated March  13, 2000, filed for record May 2, 2000 at 2:19 p.m., recorded In Deed Book 4119, Page 045, aforesaid records.


 


Also together with rights of access arising under “Easement” from KB Home Atlanta, LLC to The Oaks at Woodstock Assisted Living, Inc., dated September 28, 2007, feed for record October 12, 2007, and recorded in Deed Book 9890, Page 124, aforesaid records.


 


Also together with rights arising under Access Easement Agreement by and between KB Home Atlanta LUC, a Delaware limited liability company and The Oaks at Woodstock Assisted Living, Inc., a Georgia Corporation dated April 5, 2007, file for record April 13, 2007, and recorded in Deed Book 9527, Page 134, aforesaid records.


 


But Less and Except the following:


 


All that tract or parcel of land lying and being in Land Lot 1100, 15th District, 2nd Section, City of Woodstock, Cherokee County, Georgia, as in QCD recorded April 13, 2007 in Book 9527, Page 144 and being more particularly described as follows:


 


Beginning at the Intersection of the existing westerly right of way of Neese Road (50 foot existing right of way) and the southerly line of Land Lot 1100; thence along said Land Lot line South 89 degrees 50 minutes 30 seconds West a distance of 18.01 feet to a point; thence North 11 degrees 58 minutes 18 seconds East a distance of 131.99 feet to a point; thence North 06 degrees 58 minutes 18 seconds East a distance of 101.83 feet to a point; thence North 16 degrees 51 minutes 23 seconds East a distance of 101.39 feet to a point; thence South 60 degrees 16 minutes 51 Seconds East a distance of 15.80 feet to a point; thence South 12 degrees 46 minutes 11 seconds West a distance of 22.73 feet to a point; thence South 12 degrees 03 minutes 46 seconds West a distance of 50.82 feet to a point; thence South 10 degrees 47 minutes 46 seconds West a distance of 47.88 feet to a point; thence South 12 degrees 55 minutes 46 seconds West a distance of 63.54 feet to a point; thence South 12 degrees 37 minutes 46 seconds West a distance of 50.30 feet to a point; thence South 12 degrees 08 minutes 46 seconds West a distance of 55.90 feet to a point; thence South 11 degrees 05 minutes 24 seconds West a distance of 34.96 feet to the Point of Beginning. Said tract contains 6,282 square feet or 0.144 acres.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Villa Del Rey Retirement & Assisted Living)


 


All of Roswell Retirement Center, in the City of Roswell, County of Chaves and State of New Mexico, as shown on the Official Plat recorded July 21, 1987 in Plat Book L, Page 24, Real Property Records of Chaves County, New Mexico.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Eldorado Heights Assisted Living Community)


 


ALL of that certain lot, piece or parcel of land, with the buildings and improvements thereon, situate, lying and being:


 


Parcel 1:


 


A parcel of land situated in portions of vacated Blocks 2, 3, 6, 7, 9 and 10, ELDORADO ADDITION TO THE CITY OF KLAMATH FALLS, OREGON, in the County of Klamath, State of Oregon, more particularly described as follows:


 


Beginning at a point being the most Northerly corner of Lot 2, Block 10, ELDORADO ADDITION TO THE CITY OF KLAMATH FALLS, OREGON; thence along the Northwesterly line of said Lot 2, South 38 degrees 16’30” West 100.00 feet to the most Westerly corner of said Lot 2; thence along the Southwesterly line of the vacated portion of Blocks 9 and 10 of said Eldorado Addition, North 51 degrees 42’50” West 170.69 feet; thence leaving said Southwesterly line North 38 degrees 16’30” East 667.37 feet to the Southerly line of Eldorado Boulevard; thence along said Southerly line of Eldorado Boulevard 182.39 feet along the arc of a 667.34 foot radius curve to the right, the long chord of which bears South 55 degrees 00’55” East 181.84 feet; thence 29.87 feet along the arc of a 20.00 foot curve to the right, the long chord of which bears South 4 degrees 30’47” East, to its point of tangency with the Westerly line of Sloan Street; thence along said Westerly line of Sloan Street South 38 degrees 16’30” West 557.91 feet to the Northeasterly line of said Lot 2; thence along said Northeasterly line North 51 degrees 42’50” West 29.31 feet to the point of beginning.


 


Parcel 2:


 


Lot 2 in Block 10, ELDORADO ADDITION to the City of Klamath Falls, in the County of Klamath, State of Oregon, EXCEPTING THEREFROM the Southeasterly 19 feet, according to the official plat thereof on file in the office of the County Clerk of Klamath County, Oregon.


 


TOGETHER WITH all rights contained in the Cross Easement Agreement recorded with the County Clerk of Klamath Falls, Oregon as Volume M96, page 922, Microfilm Records of Klamath County, Oregon.


 


 






  





  











  








 


EXHIBIT A — CONTINUED


 


LEGAL DESCRIPTION


(Willow Ridge, Emeritus at)


 


Track 1:


 


A tract of land located in the Northeast Quarter of the Quarter of the southeast Quarter of Section 20, Township 3 North, Range 29, West of the 6th PM., in Red Willow County, Nebraska more particularly described as follows: Referring to the east quarter corner of said Section 20, thence on azimuth 179°30’ along the east section line, a distance of 35.00 feet to the point of beginning, thence continuing on azimuth 179° 30’, a distance of 1,100.00 feet to a point; thence on azimuth 270° 07’, a distance  of 633.00 feet to a point; thence on azimuth 359° 30’, a distance of 1,10000 feet to a point; thence on azimuth 90° 07’, a distance of 633.00 feet to the point of benning.


 


Tract 2:


 


Lot I, Kelley Creek Subdivision to the City of McCook, Red willow County, Nebraska.


 


 


 


EXHIBIT B


 


(Lessor’s Personal Property)


 


All of Lessor’s right, title and interest in and to all machinery, equipment, furniture, furnishings, moveable walls or partitions, trade fixtures or other tangible personal property located in, on or about the Leased Property on and as of the Commencement Date, excluding items, if any, included within the definition of Fixtures.


 


Exhibit B


 


 






  





  











  








 


EXHIBIT C


 


(Form of Memorandum of Lease)


 


[See attached.]


 


Exhibit C


 


 






  





  











  








 


Form of Memorandum of Lease


 


RECORDING REQUESTED BY,


WHEN RECORDED MAIL TO AND


PREPARED BY:


 


[                                                ]


[                                                ]


[                                                ]


[                                                ]


 



	
                                                                                              


	  	
[Space above for recorder]







 


MEMORANDUM OF MASTER LEASE


([CITY], [COUNTY], [STATE])


 


(For Recording Purposes)


 


THIS MEMORANDUM OF MASTER LEASE (this “Memorandum”) is made and entered into as of this          day of             , 2012, by and between [LESSOR], a [                      ] (“Owner”) and [LESSEE], a [                      ] (“Master Lessee”), who agree as follows:


 


RECITALS


 


A.            Owner and certain of its affiliates from time to time (as their interests may appear, collectively, “Master Lessor”) and Master Lessee are parties to that certain unrecorded Master Lease dated as of October 31, 2012 (as the same has been, and may hereafter be, amended, supplemented or modified from time to time in accordance with its terms, the “Master Lease”), pursuant to which Master Lessor leases to Master Lessee, in a single, indivisible and integrated master lease and economic unit, certain Leased Property consisting of certain Land, Improvements, Fixtures and Lessor’s Personal Property, all as more particularly described in the Master Lease, including that certain real property situated in the County of [              ], State of [                  ], described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Subject Land”) upon which there are constructed and located certain improvements constituting a senior housing facility (the “Subject Facility”).  For purposes of this Memorandum, the Subject Land and the Improvements, Fixtures and Lessor’s Personal Property relating to the Subject Facility are collectively referred to herein as the “Subject Property.”  All capitalized terms used herein but not otherwise defined shall have the same meanings as set forth in the Master Lease.


 


B.            Owner and Master Lessee desire to enter into this Memorandum in order to give notice of the Master Lease.


 


[City, ST — Property #        ]


 


 






  





  











  








 


AGREEMENT


 


1.             Demise.  The Subject Property has been demised, let and leased by Master Lessor to Master Lessee, and taken and accepted by Master Lessee from Master Lessor, all pursuant to and in accordance with the Master Lease; provided, however, that the only Person comprising Master Lessor that has an interest in the Subject Property is Owner.  All provisions of the Master Lease are incorporated herein by this reference.


 


2.             Term.  The initial term of the Master Lease for the Subject Property commenced on the date hereof and expires on [insert pool-specific expiration date].  Master Lessee may extend the term of the Master Lease for the Subject Property for an initial renewal term of            (    ) years and an additional renewal term of            (    ), subject to the terms and conditions set forth in the Master Lease.


 


3.             No Modification.  This Memorandum has been executed for purposes of recordation only and shall not modify the provisions of the Master Lease, including the single, indivisible and integrated nature of the Master Lease with respect to the Leased Property, including the Subject Property, or the terms and conditions of any option contained therein.  In the event of any inconsistency or conflict between the provisions of this Memorandum and the provisions of the Master Lease, the provisions of the Master Lease shall govern and prevail.


 


4.             Removal upon Expiration or Termination.  Master Lessee covenants and agrees, both on its own behalf and on behalf of its successors and assigns, to execute a quitclaim deed or other recordable instrument sufficient to remove this Memorandum from record title to the Subject Property upon the expiration or sooner termination of the Master Lease and appoints and constitutes Owner and its successors and assigns as its attorney-in-fact, which power shall be coupled with an interest and shall not be revocable or terminable, to execute and deliver and to record such quitclaim deed or other instrument in the name of Master Lessee and its successors and assigns in the event that Master Lessee fails to execute such quitclaim deed or other instrument within seven (7) days after Owner’s written request to execute such quitclaim deed or other instrument after the expiration or sooner termination of the Master Lease.


 


5.             Counterparts.  This Memorandum may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.


 


[Signature and Acknowledgement Pages Follow]


 


[City, ST — Property #        ]


 


 






  





  











  








 


IN WITNESS WHEREOF, the parties have executed this Memorandum of Master Lease as of the day and year first above written.


 



	
“OWNER”

	  	
“MASTER LESSEE”


	  	  
	
                                                                ,

	
EMERITUS CORPORATION,


	
a                                                

	
a Washington corporation


	  	  
	
By:

	  	  	
By:

	  
	
Name:

	  	  	
Name:

	  
	
Title:

	  	  	
Title:

	  
	  	  	  	  	  	  





 


[City, ST — Property #        ]


 


 






  





  











  








 



	
State of California                        )


	
                                                     )


	
County of                                     )







 


On                               , 201   before me,                                                                       , personally appeared                                                                                                                       , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signatures on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal.


 



	
Signature

	  	
(Seal)

	  





 


 



	
State of                                         )


	
                                                      )


	
County of                                     )







 


On                                                 , 201  ,  before me,                                                                       , a Notary Public, personally appeared                                                                                               , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


 


WITNESS my hand and official seal.


 



	
Signature

	  	
(Seal)

	  





 


[City, ST — Property #        ]


 


 






  





  











  








 


EXHIBIT A


 


Description of Subject Land


 


[to be attached]


 


 


 


SCHEDULE 1


 


(State-Specific Impositions)


 


The following taxes will be included within the definition of Impositions:


 



	
State

	  	
Form


Number

	  	
Form Name

	  	
Form Section or Description


	  	  	  	  	  	  	  
	
CA

	  	
568

	  	
Limited Liability Return of Income

	  	
LLC Fee


	  	  	  	  	  	  	  
	
GA

	  	
600

	  	
Corporation Tax Return

	  	
Net Worth Tax


	  	  	  	  	  	  	  
	
MO

	  	
MO-1120

	  	
Missouri Corporation Franchise Tax Return

	  	
MO-FT Corporation Franchise Tax Schedule


	  	  	  	  	  	  	  
	
MS

	  	
83-105

	  	
Corporate Income and Franchise Tax Return

	  	
Form 83-110


	  	  	  	  	  	  	  
	
NC

	  	
CD-405

	  	
C Corporation Tax Return

	  	
Sch A: Computation of Franchise Tax


	  	  	  	  	  	  	  
	
PA

	  	
RTC-101

	  	
Corporate Stock/Foreign Franchise and Income Tax

	  	
Net Worth Tax


	  	  	  	  	  	  	  
	
SC

	  	
SC 1120

	  	
 ‘C’ Corporation Income Tax Return

	  	
Part II: Computation of License Fee


	  	  	  	  	  	  	  
	
TN

	  	
FAE 170

	  	
Franchise, Excise Tax Return

	  	
Net Worth Tax


	  	  	  	  	  	  	  
	
TX

	  	
05-158 and 05-166

	  	
Texas Franchise Tax Report and Texas Franchise Tax Affiliate Schedule

	  	
Margin Tax







 


Schedule 1


 


 






  





  











  








 


The following taxes will not be included within the definition of Impositions:


 



	
State

	  	
Description


	  	  	  
	
Arizona

	  	
Corporation Income Tax


	  	  	  
	
California

	  	
Income or Franchise Tax


	  	  	  
	
Colorado

	  	
C Corp Income Tax


	  	  	  
	
Connecticut

	  	
Corporation Business Tax


	  	  	  
	
Iowa

	  	
Corporate Income Tax


	  	  	  
	
Kentucky

	  	
Corporate Income and LLET Tax


	  	  	  
	
Minnesota

	  	
Minnesota Corporation Franchise Tax


	  	  	  
	
Montana

	  	
Montana Corporation License Tax


	  	  	  
	
Nebraska

	  	
Nebraska Corporation Income Tax


	  	  	  
	
Nevada

	  	
No state tax return filing


	  	  	  
	
New Mexico

	  	
New Mexico Corporate Income and Franchise Tax


	  	  	  
	
North Dakota

	  	
Corporate Income Tax


	  	  	  
	
Oklahoma

	  	
Corporate Income Tax


	  	  	  
	
Oregon

	  	
Corporate Income Tax


	  	  	  
	
Utah

	  	
Miscellaneous Corporate Tax


	  	  	  
	
Virginia

	  	
Corporation Income Tax


	  	  	  
	
Washington

	  	
No state tax return filing


	  	  	  
	
Wisconsin

	  	
Franchise or Income Tax


	  	  	  
	
Wyoming

	  	
No state tax return filing







 


 






  





  











  








 


SCHEDULE 9.4.1


 


(Facilities Requiring O&M Plans)


 


 



	
St

	  	
Facility

	  	
Address

	  	
O&M Plan


	
CA

	  	
Sequoia Springs

	  	
2401 Redwood Way

	  	
ü


	
AZ

	  	
Chris Ridge

	  	
6246 and 6250 North 19th Avenue


Phoenix, Arizona 85015

	  	
ü


	
AZ

	  	
Paradise Valley

	  	
11645 North 25th Place

	  	
ü


	
AZ

	  	
Sunshine Village

	  	
2606 East Greenway Pkwy

	  	  
	
AZ

	  	
The Peridot

	  	
211 East Bradshaw Drive


Prescott, Arizona 86303

	  	
ü


	
CA

	  	
Orchard Park

	  	
14789 Burns Valley Road


Clearlake, California 95422

	  	
ü


	
CA

	  	
Crown Pointe*

	  	
737 Magnolia Avenue


Corona, California 92879

	  	
ü


	
CA

	  	
Lassen House

	  	
705 Luther Rd

	  	
ü


	
CA

	  	
The Palms

	  	
100 Sterling Court

	  	
ü


	
CO

	  	
Apple Ridge

	  	
1640 South Quebec Way


Denver, Colorado 80231

	  	
ü


	
CO

	  	
Sunrise Creek

	  	
1968 Sunrise Drive

	  	
ü


	
CT

	  	
Mountain Laurel

	  	
1177 Hebron Ave.

	  	
ü


	
GA

	  	
Brookside

	  	
4450 Old Hamilton Mill Road


Buford, Georgia 30518

	  	
ü


	
GA

	  	
Terrace at Riverstone

	  	
125 Riverstone Terrace

	  	
ü


	
GA

	  	
Peachtree Village-Georgia

	  	
199 West Gary Road


Commerce, Georgia 30529

	  	
ü


	
GA

	  	
Lake Pointe

	  	
45 Walnut Street


Hartwell, Georgia 30643

	  	
ü


	
GA

	  	
Sweetwater Springs

	  	
1600 Lee Road

	  	
ü


	
GA

	  	
Flint River

	  	
250 Water Tower Court


Macon, Georgia 31210

	  	
ü


	
GA

	  	
Spring Mountain

	  	
1790 Powder Springs Road

	  	  
	
GA

	  	
Georgian Place

	  	
355 Millard Farmer Industrial Blvd

	  	
ü


	
GA

	  	
Stone Mountain

	  	
1745 Park Plaza Crossing

	  	
ü


	
GA

	  	
Terrace at Woodstock

	  	
756 Neese Road


Woodstock, Georgia 30188

	  	
ü


	
GA

	  	
Woodstock Estates

	  	
1000 Professional Way

	  	
ü


	
IA

	  	
Northpark Place

	  	
2562 Pierce Street


Sioux City, Iowa 51104

	  	
ü


	
KY

	  	
Glendale Place

	  	
905 Glendale Road

	  	
ü







 


Schedule 9.4.1


 


 






  





  











  








 



	
KY

	  	
Culpepper Place

	  	
2121 New Holt Road


Paducah, Kentucky 42001

	  	
ü


	
MD

	  	
Emerald Estates

	  	
3855 Greenspring Avenue


Baltimore, Maryland 21211

	  	
ü


	
MN

	  	
Champlin Shores

	  	
119 East Hayden Lake Road


Champlin, Minnesota 55316

	  	
ü


	
MN

	  	
Minnetonka

	  	
14505 Minnetonka Drive


Minnetonka, Minnesota 55345

	  	
ü


	
MO

	  	
Oak Tree Village

	  	
363 Jungermann Road


St. Peters, Missouri 63376

	  	
ü


	
MS

	  	
Azalea Club

	  	
100 Azalea Drive

	  	  
	
MT

	  	
Big Sky

	  	
3701 Elizabeth Warren Avenue


Butte, Montana 59701

	  	
ü


	
MT

	  	
Cambridge Place

	  	  	  	
ü


	
ND

	  	
Brentmoor

	  	
3515 10th Street Southwest


Minot, North Dakota 58701

	  	
ü


	
NE

	  	
Park Avenue Estates

	  	
1811 Ridgeway Drive

	  	
ü


	
NE

	  	
Willow Ridge

	  	
1500 East 11th Street


McCook, Nebraska 69001

	  	
ü


	
NE

	  	
Heartland Park

	  	
500 Heartland Park Drive


Seward, Nebraska 68434

	  	
ü


	
NE

	  	
The Oaks

	  	
1500 Vintage Hill Drive


Wayne, Nebraska 68787

	  	
ü


	
NM

	  	
Sandi Springs

	  	
1000 Riverview Dr. Southeast

	  	
ü


	
GA

	  	
Courtyard Gardens

	  	
1000 River Centre Place

	  	
ü


	
NM

	  	
La Villa

	  	
2725 N. Pennsylvania Ave & 310 W. Mescalero Rd

	  	
ü


	
NV

	  	
Plaza at Sun Mountain

	  	
6031 Cheyenne Avenue


Las Vegas, Nevada 89115

	  	
ü


	
OK

	  	
Magnolia Gardens

	  	
3211 Chandler Rd, Muskogee, OK

	  	  
	
OK

	  	
Heritage Place Assisted Living

	  	
1380 N Heritage Ln, Tahlequah, OK

	  	
ü


	
OR

	  	
Mountain View Senior Living Community

	  	
548 N Main Street , Ashland, OR

	  	
ü


	
OR

	  	
Eagle Cove

	  	
261 Loto Street

	  	
ü


	
OR

	  	
Alpine Springs and Alpine Court

	  	
3720 and 3760 North Clarey Street


Eugene, Oregon 97402

	  	
ü


	
OR

	  	
Spring Pointe & Spring Village

	  	
1400 & 1420 Redwood Circle, Grants Pass, OR

	  	
ü


	
OR

	  	
Spring Village

	  	
1420 Redwood Circle, Grants Pass, OR

	  	
ü


	
OR

	  	
Chestnut Lane

	  	
1219 Northeast 6th Street


Gresham, Oregon 97030

	  	
ü







 


Schedule 9.4.1


 


 






  





  











  








 



	
OR

	  	
Hermiston Terrace Assisted Living Residence*

	  	
980 W. Highland Ave, Hermiston , OR

	  	
ü


	
OR

	  	
River Road Assisted Living Residence*

	  	
592 Bever Dr NE, Keizer, OR

	  	
ü


	
OR

	  	
Eldorado Heights Assisted Living Community*

	  	
2130 Eldorado Blvd, Klamath Falls, OR

	  	
ü


	
OR

	  	
Century Fields Assisted Living Community

	  	
181 S. 5th St., Lebanon, OR

	  	
ü


	
OR

	  	
Hillside

	  	
300 Northwest Hillside Park Way


McMinnville, Oregon 97128

	  	
ü


	
OR

	  	
Heron Pointe

	  	
504 Gwinn Street E

	  	
ü


	
OR

	  	
Chehalem Springs Assisted Living Community

	  	
3802 Hayes St., Newberg, OR

	  	
ü


	
OR

	  	
Oswego Springs

	  	
11552 Lesser Road (Southwest)


Portland, Oregon 97219

	  	
ü


	
OR

	  	
Park Place

	  	
8445 Southwest Hemlock

	  	
ü


	
OR

	  	
Cougar Springs

	  	  	  	
ü


	
OR

	  	
Manor House Memory Care

	  	
3400 NW Edenbower Blvd, Roseburg, OR

	  	
ü


	
OR

	  	
Necanicum Village Assisted Living Community

	  	
2500 S Roosevelt Dr, Seaside, OR

	  	
ü


	
OR

	  	
Briarwood Assisted Living Community

	  	
4865 Main St., Springfield, OR

	  	
ü


	
OR

	  	
Woodside Village

	  	
4851 Main Street


Springfield, Oregon 97478

	  	
ü


	
OR

	  	
Lakeside Cottages

	  	
2201 3rd Avenue

	  	
ü


	
OR

	  	
River Valley Landing Senior Community

	  	
19200 SW 65th Ave, Tualatin, OR

	  	
ü


	
OR

	  	
Windfield Village Retirement and Residential Care Community*

	  	
8170 SW Vlahos Dr., Wilsonville, OR

	  	
ü


	
SC

	  	
Laurel Gardens Senior Living Community

	  	
1938 Mountain Laurel Ct., Florence, SC

	  	
ü


	
SC

	  	
Hawthorne Inn at Greenville

	  	
20 Hawthorne Park Court


Greenville, South Carolina 29615

	  	
ü


	
SC

	  	
Hawthorne Inn at Hilton Head

	  	
15 Main Street


Hilton Head, South Carolina 29926

	  	
ü


	
SC

	  	
Palm Meadows Court Memory Care Community

	  	
48 Main St., Hilton Head, SC

	  	
ü


	
SC

	  	
Palm Meadows Village Assisted Living Community

	  	
80 Main St., Hilton Head, SC

	  	
ü







 


Schedule 9.4.1


 


 


 



	
SC

	  	
Chandler Place Retirement Community

	  	
745 Dilworth Lane, Rock Hill, SC

	  	
ü


	
SC

	  	
Spring Arbor Assisted Living and Memory Care Community

	  	
1800 India Hook Rd., Rck Hill, SC

	  	
ü


	
SC

	  	
Lexington Gardens Assisted Living Community

	  	
190 McSwain Dr., West Columbia, SC

	  	
ü


	
TN

	  	
Cordova Estates Assisted Living and Memory Care*

	  	
1535 Appling Care Ln, Cordova, TN

	  	
ü


	
TN

	  	
Legacy Crossing Retirement Living Community

	  	
910 Murfreesboro Rd, Murfreesboro, TN

	  	
ü


	
TN

	  	
Terrace at Bluegrass Senior Living Community

	  	
674 East Main St, Hendersonville, TN

	  	
ü


	
TN

	  	
Remington House Assisted Living

	  	
640 Rock Springs Rd, Kingsport, TN

	  	
ü


	
TN

	  	
Rose Terrace Assisted Living Community

	  	
6015 Primacy Pkwy, Memphis, TN

	  	
ü


	
TN

	  	
Waterford in Bellevue

	  	
8118-B Sawyer Brown Road


Nashville, Tennessee 37221

	  	
ü


	
TX

	  	
Canyonview Estates

	  	
7404 Wallace Boulevard


Amarillo, Texas 79106

	  	
ü


	
TX

	  	
Eden Estates Senior Community

	  	
1997 Forest Ridge Dr., Bedford, TX

	  	
ü


	
TX

	  	
Medallion Senior Living

	  	
12400 Preston Rd., Dallas, TX

	  	
ü


	
TX

	  	
Canterbury Court

	  	
900 Camelot Drive


Harlingen, Texas 78550

	  	
ü


	
TX

	  	
Canterbury Gardens

	  	
1002 King Arthur Court


Harlingen, Texas 78550

	  	
ü


	
TX

	  	
Rosemont at Clearlake

	  	
14101 Bay Pointe Court


Houston, Texas 77062

	  	
ü


	
TX

	  	
Plaza on the River

	  	
135 Plaza Drive


Kerrville, Texas 78028

	  	
ü


	
TX

	  	
Cottage Village

	  	
110 Frankford Avenue


Lubbock, Texas 79416

	  	
ü


	
TX

	  	
Holiday Lane Estates

	  	
Holiday Lane Estates


6155 Holiday Lane


North Richland Hills, Texas 76180-9332

	  	
ü


	
TX

	  	
Spring Creek Gardens Senior Living Community

	  	
6410 Old Orchard Dr., Plano, TX

	  	
ü


	
TX

	  	
Carriage Inn

	  	
401 Northshore Boulevard


Portland, Texas 78374

	  	
ü


	
TX

	  	
The Willows at Sherman

	  	
3410 Post Oak Crossing


Sherman, Texas 75092

	  	
ü


	
UT

	  	
Emerald Pointe

	  	
995 South Regency Road


Cedar City, Utah 84720

	  	
ü







 


Schedule 9.4.1


 


 






  





  











  








 



	
UT

	  	
Cliff View

	  	
134 West 2025 South Circle


Saint George, Utah 84770

	  	
ü


	
VA

	  	
Monroe House

	  	
46555 Harry Byrd Hwy

	  	
ü


	
WA

	  	
Eagle Meadows

	  	
550 East Whitman


College Place, Washington 99324

	  	
ü


	
WA

	  	
Dry Creek

	  	
818 East Mountain View


Ellensburg, Washington 98929

	  	
ü


	
WA

	  	
Moses Lake

	  	
8425 Aspi Boulevard Northeast


Moses Lake, Washington 98837

	  	
ü


	
WA

	  	
Montclair Park

	  	
1250 Northeast Lincoln Road


Poulsbo, Washington 98370

	  	
ü


	
WA

	  	
Quail Hollow

	  	
221 Torbett Street


Richland, Washington 99354

	  	
ü


	
WA

	  	
Parkway Village

	  	
3708 East 57th Avenue


Spokane, Washington 99223

	  	
ü


	
WA

	  	
Fishers Landing

	  	
17171 Southeast 22nd Drive


Vancouver, Washington 98683

	  	
ü


	
WA

	  	
Stonebridge

	  	
7900 Northeast Vancouver Mall Drive


Vancouver, Washington 98662

	  	
ü


	
WA

	  	
Chesterley Meadows & Chesterley Court

	  	
1100 North 35th Avenue


Yakima, Washington 98902

	  	
ü


	
WA

	  	
Englewood Heights

	  	
3710 Kern Road


Yakima, Washington 98902

	  	
ü


	
WI

	  	
Fox River

	  	
5800 Pennsylvania Avenue


Appleton, Wisconsin 54914

	  	
ü


	
WI

	  	
Legacy Gardens

	  	
1601 Wheeler Road


Madison, Wisconsin 53704

	  	
ü


	
WI

	  	
Oakridge

	  	
5625 Sandpiper Drive


Stevens Point, Wisconsin 54482

	  	
ü


	
WI

	  	
West Park Place

	  	
7400 West Greenfield Avenue


West Allis, Wisconsin 53214

	  	
ü


	
WV

	  	
The Heritage

	  	
Route 4, Box 17

	  	
ü


	
VA

	  	
Maplewood

	  	
1000 Maplewood Drive


Bridgeport, West Virginia 26330

	  	
ü


	
WY

	  	
Absaroka

	  	
2401 Cougar Avenue


Cody, Wyoming 82414

	  	
ü


	
WY

	  	
Sugarland Ridge

	  	
1551 Sugarland Drive


Sheridan, Wyoming 82801

	  	
ü


	
AL

	  	
Terrace at Jasper

	  	
2100 Viking Drive

	  	
ü







 


Schedule 9.4.1


 


 






  





  











  








 



	
OR

	  	
Rose Valley Rose Valley Cottages

	  	
33800 Southeast Frederick

	  	
ü


	
GA

	  	
Lake Springs and Lake Springs Cottages

	  	
4355 South Lee Street


Buford, Georgia 30518

	  	
ü


	
GA

	  	
Lake Springs and Lake Springs Cottages

	  	
4355 South Lee Street


Buford, Georgia 30518

	  	
ü


	
NM

	  	
Villa Del Rey

	  	
2801 N Kentucky Ave, Roswell, NM

	  	
ü


	
CT

	  	
Buckingham Estates

	  	
1824 Manchester Rd

	  	
ü


	
CA

	  	
Meadowlark

	  	
351 Bruce Street

	  	
ü


	
OK

	  	
Cedar Ridge

	  	
10107 South Garnett Road, Broken Arrow

	  	
ü


	
OK

	  	
Manchester House Statesman Club

	  	
2333 Manchester Drive & 10401 Vineyard Blvd

	  	
ü


	
OR

	  	
Osprey Court

	  	
320 SW Hill Road

	  	
ü


	
PA

	  	
Grayson View

	  	
29 Grayson View Court, Selinsgrove

	  	
ü


	
OR

	  	
Sellwood Landing

	  	
8517 Southeast 17th Avenue


Portland, Oregon 97202

	  	
ü


	
NC

	  	
Churchill

	  	
140 Carriage Club Drive


Mooresville, North Carolina 28117

	  	
ü


	
NE

	  	
Northridge

	  	
5410 17th Ave

	  	
ü


	
NM

	  	
The Cottages

	  	
3920 Juan Tabo Blvd Ne

	  	
ü


	
OK

	  	
Statesman Club

	  	
10401 Vineyard Blvd

	  	
ü


	
OR

	  	
Alpine Court

	  	
3720 N Clarey St

	  	
ü


	
OR

	  	
Rose Valley

	  	
33800 SE Frederick

	  	
ü


	
OR

	  	
Lakeside

	  	
2201 3Rd Ave

	  	
ü


	
WA

	  	
Spring Estates

	  	
7221 NE 182nd St

	  	
ü


	
WA

	  	
Chesterley Court

	  	
1100 N 35th Ave

	  	
ü


	
CA

	  	
Sequoia Springs Cottages

	  	
2525 Redwood Way

	  	
ü


	
OR

	  	
Heron Pointe Cottages

	  	
504 Gwinn St E

	  	
ü


	
OR

	  	
Spring Meadow Retirement

	  	
1357 Redwood Cir

	  	
ü


	
OR

	  	
Spring Meadow Cottages

	  	
1357 Redwood Cir

	  	
ü







 


 


* One or more of the foregoing facilities marked by an asterisk may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date.  None of such facilities shall constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property”.


 


Schedule 9.4.1


 


 






  





  











  








 


SCHEDULE 10.1


 


(Pre-Existing Alteration Projects)


[See attached]


 


Schedule 10.1


 


 


 



	 	 	  	 	 	 	 	
Project Budget(1)

	 	 	 	 
	
Comm #

	 	
Community Description

	 	
Project Description(1)

	 	 	
Interior

	 	 	
Exterior

	 	 	
Memory


Care

	 	 	
Equipment

	 	 	
Other(2)

	 	 	
TOTAL

	 	 	
Invoiced

	 
	 	470	 	
Sequoia Springs

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	532	 	
Buckingham Estates

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	533	 	
Mountain Laurel

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	534	 	
Brookside

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	535	 	
Lake Springs

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	538	 	
Peachtree Village

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	540	 	
Courtyard Gardens

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	541	 	
Sweetwater Springs

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	548	 	
Northpark Place

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	550	 	
Culpepper Place

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	552	 	
Champlin Shores

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	555	 	
Azalea Gardens

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	560	 	
Northridge

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	565	 	
The Cottages

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	566	 	
Sandia Springs

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	569	 	
Plaza at Sun Mountain

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	576	 	
Magnolia Gardens

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	582	 	
Alpine Court

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	584	 	
Spring Pointe

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	586	 	
Chestnut Lane

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	591	 	
Hillside(3)

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	606	 	
River Valley Landing

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	610	 	
Hawthorne Inn at Greenville

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	611	 	
Hawthorne Inn at Hilton Head

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	612	 	
Palm Meadows Court

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	613	 	
Palm Meadows Village

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	614	 	
Chandler Place

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	616	 	
Lexington Gardens

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	620	 	
Remington House

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	621	 	
Rose Terrace

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	622	 	
Waterford at Bellevue

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	623	 	
Canyonview Estates

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	625	 	
Medallion

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	629	 	
Plaza on the River

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	630	 	
Cottage Village

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	637	 	
Monroe House

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	638	 	
Eagle Meadows

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	639	 	
Dry Creek

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	647	 	
Chesterley Court

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	648	 	
Chesterley Meadows

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	650	 	
Fox River

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	652	 	
Oakridge

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	654	 	
The Heritage

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	655	 	
Maplewood

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	657	 	
Sugarland Ranch

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
TOTAL

	 	  	 	 	 	 	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]





 


 



	
  

	
(1)         Each project as further detailed on Lessee’s “Project Proposal Form” completed prior to the Commencement Date with respect to such project.








	
  

	
(2)         Other includes Furnishings, Design Fees and Misc, Warehousing and Installation, Freight and Tax, Model Room/Respite Room, interior/Exterior Signs, and Contingency Funds.








	
  

	
(3)         As further detailed for Hillside in the project budget prepared by the third party project manager prior to the Commencement Date.








	
  

	
 







Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


 


 


Note: One or more of the following facilities may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date, and none of such facilities shall constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property.


 



	 	 	  	 	 	 	 	
Project Budget(1)

	 	 	 	 
	
Comm #

	 	
Community Description

	 	
Project Description(1)

	 	 	
Interior

	 	 	
Exterior

	 	 	
Memory


Care

	 	 	
Equipment

	 	 	
Other(2)

	 	 	
TOTAL

	 	 	
Invoiced

	 
	 	525	 	
Crown Pointe(3)

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	589	 	
Eldorado Heights

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	617	 	
Cordova Estates

	 	 	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]
	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
TOTAL

	 	  	 	 	 	 	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]	 	$	[	***]





 


 



	
  

	
(1)         Each project as further detailed on Lessee’s “Project Proposal Form” completed prior to the Commencement Date with respect to such project.








	
  

	
(2)         Other includes Furnishings, Design Fees and Misc, Warehousing and Installation, Freight and Tax, Model Room/Respite Room, interior/Exterior Signs, and Contingency Funds.








	
  

	
(3)         As further detailed for Crown Pointe in the project budget prepared by the third party project manager prior to the Commencement Date.







 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


Exhibit 10.1


 


 


 


SCHEDULE 13.1.7


 


(Facilities Requiring Environmental Insurance)


 


None.


 


Schedule 13.1.7


 


 






  





  











  








 


SCHEDULE 36.4


 


(Superior Leases)


 


[See attached.]


 


Schedule 36.4


 


 






  





  











  








 


Land Leases


 



	
Property

	  	
Lessee

	  	
Lessor

	  	
Lessor Contact

	  	
Dated


	  	  	  	  	  	  	  	  	  
	
Mountain View, Emeritus at

	  	
BRE/SW Mountain View LLC

	  	
Ashland Community Hospital Foundation, an Oregon nonprofit corporation

	  	
280 Maple Street,


Ashland, Oregon 97502-1552

	  	
1-Jan-94, as amended on 12-May-95, 15-Sept-95 and by an undated third amendment


	  	  	  	  	  	  	  	  	  
	
River Valley, Emeritus at

	  	
BRE/SW River Valley Landing LLC

	  	
Legacy Health, an Oregon nonprofit corporation

	  	
1919 NW Lovejoy Street


Portland, Oregon 97204


Attention:  Cam Groner

	  	
Amended Restated Ground Lease dated 1-Aug-04


	  	  	  	  	  	  	  	  	  
	
Sellwood, Emeritus at

	  	
BRE/SW Sellwood Landing LLC

	  	
Clyde V. Brummell, LLC, an Alaska limited liability company, and E. Margaret Brummell, LLC, an Alaska limited liability company

	  	
E. Margaret Brummell


1666 SE Clatsop Street


Portland, Oregon 97202

	  	
First Amended and Restated Ground Lease Agreement dated July 13, 2004







 


Land and Improvement Leases


 



	
Property

	  	
Lessee

	  	
Lessor

	  	
Lessor Contact

	  	
Dated


	  	  	  	  	  	  	  	  	  
	
Lassen House Assisted Living

	  	
BRE/SW Lassen House LLC

	  	
Assisted Living Facilities, Inc.

	  	
626 SW Stark Street,


Suite 440


Portland, Oregon


97204


(503) 227-1751

	  	
20-Apr-98


	  	  	  	  	  	  	  	  	  
	
Oakridge Senior Living Community

	  	
BRE/SW Oakridge LLC

	  	
IRET Properties, a North Dakota Limited Partnership

	  	
IRET Properties


12 South Main Street,


Minor ND 58701

	  	
1-Feb-06


	  	  	  	  	  	  	  	  	  
	
River Road Assisted Living Residence*

	  	
BRE/SW River Road LLC

	  	
Jilar Kelzer Enterprises, L.L.C., an Oregon limited liability company

	  	
Mountain West Investment Corp.


201 Ferry Street,


Suite 400,


Salem, Oregon 97301

	  	
16-Jul-98, as amended on 1-Jul-99







 


 


* The facility marked by an asterisk may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date.  Such facility shall not constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property”.


 


Schedule 36.4


 


 






  





  











  








 


SCHEDULE 45.1.20


 


(Pending Required Governmental Approvals)


 


[See attached.]


 


Schedule 45.1.20


 


 


 


Business Licenses


 



	
Facility Name and Address

	  	
Issuing


Agency

	  	
Existing Business


Licensee Name

	  	
New Business


Licensee Name


	  	  	  	  	  	  	  
	
The Terrace Senior Living Community (ALF & SCALF)


2100 Viking Drive


Jasper, AL  35501

	  	
City of Jasper

	  	
BRE/SW Jasper Terrace LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
The Terrace Senior Living Community (ALF & SCALF)


2100 Viking Drive


Jasper, AL  35501

	  	
Walker County

	  	
BRE/SW Jasper Terrace LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
The Peridot Assisted Living Community


211 East Bradshaw Drive


Prescott,  AZ

	  	
City of Prescott

	  	
BRE/SW Peridot LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Sunrise Creek Assisted Living and Memory Care Community


1968 Sunrise Drive


Montrose, CO  81401

	  	
City of Montrose

	  	
BRE/SW Sunrise Creek LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Brookside Senior Living Community


4450 Old Hamilton Mill Road


Buford, GA  30518

	  	
City of Buford

	  	
BRE/SW Brookside LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Georgian Place Senior Living Community


355 Millard Farmer Industrial Blvd.


Newnan, GA 30263

	  	
City of Newnan

	  	
BRE/SW Georgian Place LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Lake Pointe Assisted Living and Memory Care Community


45 Walnut Street


Hartwell, GA  30643

	  	
City of Hartwell

	  	
BRE/SW Lake Pointe LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Lake Springs Assisted Living and Memory Care Community


4355 South Lee Street


Buford, GA  30518

	  	
City of Buford

	  	
BRE/SW Lake Springs LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Terrace at Riverstone Senior Living Community


125 Riverstone Terrace


Canton, GA  30114

	  	
City of Canton 

	  	
BRE/SW Riverstone Terrace LLC

	  	
Emeritus Corporation







 


Schedule 45.1.20


 


 






  





  











  








 



	
Cambridge Place Retirement Community


1104 Sixth Avenue North


Great Falls, MT  59401

	  	
City of Great Falls

	  	
BRE/SW Cambridge Place LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Chehalem Springs Assisted Living Community


3802 Hayes Street


Newberg, OR  97132

	  	
City of Newburg

	  	
BRE/SW Chehalem Springs LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Manor House Memory Care


3400 NW Edenbower Boulevard


Roseburg, OR  97470

	  	
City of Roseburg

	  	
BRE/SW Manor House LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
River Valley Landing Senior Community


19200 SW 65th Avenue


Tualatin, OR  97062

	  	
City of Tualatin

	  	
BRE/SW River Valley Landing LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Spring Meadow Cottages


1357 Redwood Circle


Grants Pass, OR  97527

	  	
City of Grants Pass 

	  	
BRE/SW Spring Meadow LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Spring Pointe


1400 Redwood Circle


Grants Pass, OR  97527

	  	
City of Grants Pass

	  	
BRE/SW Spring Pointe LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Spring Village


1420 Redwood Circle


Grants Pass, OR  97527

	  	
City of Grants Pass

	  	
BRE/SW Spring Village LLC

	  	
Emeritus Corporation







 


Schedule 45.1.20


 


 






  





  











  








 


Food Permits


 



	
Facility Name and Address

	  	
Issuing


Agency

	  	
Existing Food Permit


Licensee Name

	  	
New Food Permit


Licensee Name


	  	  	  	  	  	  	  
	
Champlin Shores Assisted Living


119 East Hayden Lake Road


Champlin, MN  55316

	  	
Hennepin County

	  	
BRE/SW Champlin Shores LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Minnetonka Assisted Living Community


14505 Minnetonka Drive


Minnetonka, MN  55345

	  	
City of Minnetonka

	  	
BRE/SW Minnetonka LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Monroe House Assisted Living Community


46555 Harry Byrd Hwy


Sterling, VA  20164

	  	
Loudon County

	  	
BRE/SW Monroe House LLC

	  	
Emeritus Corporation







 


Schedule 45.1.20


 


 






  





  











  








 


Certificates of Occupancy


 



	
Facility Name and Address

	  	
Issuing Agency

	  	
Existing Certificate of


Occupancy


Licensee Name

	  	
Certificate of


Occupancy 


New Licensee


Name


	  	  	  	  	  	  	  
	
Magnolia Gardens


3211 Chandler Road


Muskogee, OK  74403

	  	
City of Muskogee

	  	
BRE/SW Magnolia Gardens LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Eden Estates Senior Community


1997 Forest Ridge Road


Bedford, TX  76021

	  	
City of Bedford

	  	
BRE/SW Eden Estates, LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
Medallion Senior Living


12400 Preston Road


Dallas, TX  75230

	  	
City of Dallas

	  	
BRE/SW Medallion LLC

	  	
Emeritus Corporation


	  	  	  	  	  	  	  
	
West Park Place Senior Living Community


7400 West Greenfield Avenue


West Allis, WI  53214

	  	
City of West Allis

	  	
BRE/SW West Park Place LLC

	  	
Emeritus Corporation







 


Schedule 45.1.20


 


 






  





  











  








 


Other Regulatory Approvals


 



	
Facility Name and Address

	  	
Issuing Agency

	  	
Nature of Required


Approval


	  	  	  	  	  
	
The Heritage


Route 4


Box 17


Bridgeport, West Virginia 26330

	  	
The West Virginia Health Care Authority

	  	
Certificate of Need Approval is required for the acquisition of the real estate by Lessor and the leasing of the facility to Lessee







 


Schedule 45.1.20


 


 


 


ADDENDUM


 


(Entrance Fee Facilities)


 


[See attached.]


 


Addendum


 


 






  





  











  








 


(ENTRANCE FEE FACILITIES)


 


ADDENDUM TO MASTER LEASE DATED OCTOBER 31, 2012


 


BETWEEN


 


HCPI TRUST, HCP SENIOR HOUSING PROPERTIES TRUST, HCP SH ELP1 PROPERTIES, LLC, HCP SH ELP2 PROPERTIES, LLC, HCP SH ELP3 PROPERTIES, LLC, HCP SH LASSEN HOUSE, LLC, HCP SH MOUNTAIN LAUREL, LLC, HCP SH MOUNTAIN VIEW, LLC, HCP SH OAKRIDGE, LLC, HCP SH RIVER VALLEY LANDING, LLC, AND HCP SH SELLWOOD LANDING, LLC, AS THEIR INTERESTS MAY APPEAR, AS “LESSOR,”


 


AND


 


EMERITUS CORPORATION, AS “LESSEE”


 


48.1        Interpretation.  The provisions of this Addendum shall be included in and form a part of the Lease and shall supersede and override any other provision in the Lease to the extent the same are inconsistent.


 


48.2        Additional Defined Terms and Modifications to Defined Terms.  For all purposes of the Lease, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Section 48.2 shall have the meanings assigned to them in this Section 48.2 and include the plural as well as the singular:


 


Current Entrance Fee Facility:  The Facility located in McMinnville, Oregon, commonly known as Hillside.


 


Entrance Fee Agreements: Any agreement entered into by Lessee (or its predecessor), on the one hand, and an Entrance Fee Resident, on the other hand, relating to the provision of any continuing life care services or benefits or the payment of any Entrance Fees.  Notwithstanding the foregoing, “Entrance Fee Agreements” shall not include any Non-Entrance Fee Occupancy Arrangements.


 


Entrance Fee Facility: Any Current Entrance Fee Facility or Prior Entrance Fee Facility.


 


Entrance Fee Facility Liabilities: At any point in time with respect to any Entrance Fee Facility, the total aggregate Entrance Fee Liabilities related to such Entrance Fee Facility and the Entrance Fee Residents thereof.


 


Entrance Fee Liabilities: At any point in time with respect to any Entrance Fee Resident, the aggregate liabilities owing to such Entrance Fee Resident under the applicable Entrance Fee Agreement with such Entrance Fee Resident, including the obligations to (a) refund any portion of Entrance Fees paid by such Entrance Fee


 


Addendum


 


 






  





  











  








 


Resident, (b) make available free or discounted resident services, care or health benefit days, or provide continuing life care services or benefits to such Entrance Fee Resident, all as determined in accordance with GAAP.


 


Entrance Fee Facility Liabilities Certificate:  An Officer’s Certificate (a) setting forth the Entrance Fee Facility Liabilities for each Entrance Fee Facility as of any relevant period of time or date, together with all back-up material used in connection with calculating such Entrance Fee Liabilities, and (b) certifying that such Entrance Fee Facility Liabilities are true, accurate and correct as of such point in time and were prepared in accordance with GAAP (i.e., GAAP in effect as of the date of the Lease).


 


Entrance Fee Resident:  Any resident, tenant or occupant that is entitled to occupy any unit at any Entrance Fee Facility pursuant to an Entrance Fee Agreement, but specifically excluding a Non-Entrance Fee Occupant under a Non-Entrance Fee Occupancy Agreement.  For purposes of this Addendum, to the extent there is more than one individual living in a single unit pursuant to a single Entrance Fee Agreement, then such individuals shall be considered a single “Entrance Fee Resident” hereunder.


 


Entrance Fees: Any so-called “upfront entrance fees,” deposits or other payments to Lessee (or its predecessor in interest) by any Entrance Fee Resident made (a) to assure such Entrance Fee Resident a place in an Entrance Fee Facility, and/or (b) in exchange for any form (whether limited or otherwise) of long-term life care benefits or services; provided, however that “Entrance Fees” shall not include (i) any monthly service fees paid by Entrance Fee Residents to Lessee in exchange for monthly services, (ii) any waiting list deposits or similar deposits made by prospective Entrance Fee Residents who have not yet entered into any Entrance Fee Agreements, or (iii) any rental or service fees in connection with a Non-Entrance Fee Occupancy Arrangement.


 


Non-Entrance Fee Occupancy Arrangements: Any non-Commercial Occupancy Arrangement that does not constitute an Entrance Fee Agreement, including, for example, a residency license or lease agreement to occupy a residential unit at an Entrance Fee Facility on a month-to-month or other limited-term basis and where such Non-Entrance Fee Occupant pays monthly rent and charges, but does not pay an Entrance Fee and is not entitled to life care services or benefits.


 


Non-Entrance Fee Occupant: Any Occupant under a Non-Entrance Fee Occupancy Arrangement.


 


Prior Entrance Fee Facility:  Collectively, (a) the Facility located in Bridgeport, West Virginia, commonly known as Maplewood, and (b) the Facility located in Sioux City, Iowa, commonly known as Northpark Place.


 


Terminated Entrance Fee Facility: Any Entrance Fee Facility for which the Lease or any New Lease or New Master Lease has expired or has otherwise earlier terminated (including following an Event of Default and the exercise by Lessor of any of its remedies provided for in Article XVI or otherwise provided by law).


 


Addendum


 


 






  





  











  








 


48.3        Entrance Fee Agreements.  So long as no Event of Default has occurred under the Lease, Lessee may, in its commercially prudent judgment enter into Entrance Fee Agreements with respect to the Current Entrance Fee Facility; provided, however, that: (a) Lessee shall enter into any Entrance Fee Agreements solely for Lessee’s own account and not for the account of Lessor; (b) Lessee shall continue to comply with, and shall remain directly and primarily liable to Lessor under, the Lease; (c) in no event shall Lessor’s rights or Lessee’s obligations under the Lease be discharged or diminished in any way; and (d) no Entrance Fee Agreement shall at any time create any obligation of Lessor to any party to an Entrance Fee Agreement.


 


48.4        Entrance Fee Liabilities.


 


48.4.1     The Entrance Fee Facility Liabilities for each Entrance Fee Facility shall not exceed the applicable maximum amount set forth on Appendix A attached hereto and made a part hereof.


 


48.4.2     Within twenty (20) days following request by Lessor, in addition to the statements required pursuant to Section 25.1 of the Lease, Lessee shall deliver to Lessor an Entrance Fee Facility Liabilities Certificate.


 


48.4.3     At any time, at Lessor’s option exercised (a) not more often than one time per fiscal quarter and/or (b) upon the expiration or earlier termination of the Lease with respect to any Terminated Entrance Fee Facility, Lessor shall have the right, at Lessor’s expense, to conduct a review and/or audit of Entrance Fee Facility Liabilities with respect to any applicable Entrance Fee Facility, and Lessee agrees to reasonably cooperate and make available such of its officers, employees and/or consultants as may be reasonably required by Lessor for purposes of reviewing and/or auditing such Entrance Fee Facility Liabilities.


 


48.4.4     Notwithstanding anything herein to the contrary, during the entire Term all Entrance Fee Facility Liabilities be solely the liabilities and obligations of Lessee, and not the liabilities and obligations of Lessor.


 


48.5        Indemnity.  The following sentence shall be added after the first sentence of Section 23.1 of the Lease:


 


“In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants and experts’ fees and expenses, imposed upon or incurred by or asserted against Lessor by reason of any Entrance Fee Agreements or Entrance Fee Liabilities.”


 


[Signature pages follow]


 


Addendum


 


 






  





  











  








 


IN WITNESS WHEREOF, the parties have caused this Addendum to be executed and their respective corporate seals to be hereunto affixed and attested by their respective officers thereunto duly authorized as of this 31st day of October, 2012.


 


 



	
LESSEE:


	  
	
EMERITUS CORPORATION, a Washington corporation


	  	  
	  	  
	
By:

	
/s/ Eric Mendelsohn

	  
	
Name: Eric Mendelsohn


	
Title:   SVP Corporate Development







 


[Signature pages continue on next page]


 


Addendum


 


 






  





  











  








 


LESSOR:


 


HCPI TRUST, a Maryland real estate investment trust,


HCP SH ELP1 PROPERTIES, LLC, a Delaware limited liability company,


HCP SH ELP2 PROPERTIES, LLC, a Delaware limited liability company,


HCP SH ELP3 PROPERTIES, LLC, a Delaware limited liability company,


HCP SH LASSEN HOUSE, LLC, a Delaware limited liability company,


HCP SH MOUNTAIN LAUREL, LLC, a Delaware limited liability company,


HCP SH MOUNTAIN VIEW, LLC, a Delaware limited liability company,


HCP SH OAKRIDGE, LLC, a Delaware limited liability company,


HCP SH RIVER VALLEY LANDING, LLC, a Delaware limited liability company, and


HCP SH SELLWOOD LANDING, LLC, a Delaware limited liability company


 


 



	
By:

	
/s/ Kendall K. Young

	  
	
Name: Kendall K. Young

	  
	
Title: Executive Vice President

	  





 


HCP SENIOR HOUSING PROPERTIES TRUST, a Delaware statutory trust,


 


By: HCP Senior Housing Properties, LLC, its Managing Trustee


 


 



	
By:

	
/s/ Kendall K. Young

	  
	
Name: Kendall K. Young

	  
	
Title: Executive Vice President

	  





 


Addendum


 


 






  





  











  








 


ADDENDUM — APPENDIX A


 


MAXIMUM ENTRANCE FEE FACILITY LIABILITIES


 



	
Entrance Fee Facility

	 	
Maximum Entrance Fee Facility Liabilities

	 
	  	 	 	 
	
Hillside

	 	
$[***], which amount shall automatically be


 increased upon the expiration of each Lease Year


during the Term (from and after the expiration of


the first (1st) Lease Year) by a percentage equal


to the CPI Increase

	 
	
Maplewood

	 	$	[	***]
	
Northpark Place

	 	$	[	***]





 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


 


Addendum