IS, AND ALL DOCUMENTS
WHICH ARE TO BE EXECUTED BY SELLER AND DELIVERED TO PURCHASER ON THE CLOSING
DATE ARE, AND ON THE CLOSING DATE WILL BE, DULY AUTHORIZED, EXECUTED AND
DELIVERED BY SELLER, AND ARE, AND ON THE CLOSING DATE WILL BE, LEGAL, VALID AND
BINDING OBLIGATIONS OF SELLER.
SUBJECT TO THE SELLER'S OBTAINING THE APPROVAL
ORDER (AS DEFINED BELOW), THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED, AND THE PERFORMANCE OF,
FULFILLMENT OF AND COMPLIANCE WITH THE TERMS AND CONDITIONS HEREOF BY SELLER DO
NOT AND WILL NOT:
(I) CONFLICT WITH OR RESULT IN A BREACH OF THE CERTIFICATES
OF FORMATION, OPERATING AGREEMENTS OR SIMILAR CORPORATE DOCUMENTS OF THE SELLER;
(II) VIOLATE ANY STATUTE, LAW, RULE OR REGULATION, OR ANY JUDGMENT, ORDER, WRIT,
INJUNCTION OR DECREE OF ANY COURT OR GOVERNMENTAL AUTHORITY; OR (III) VIOLATE OR
CONFLICT WITH OR CONSTITUTE A DEFAULT UNDER ANY AGREEMENT, INSTRUMENT OR WRITING
OF ANY NATURE TO WHICH SELLER IS A PARTY OR BY WHICH SELLER OR ITS ASSETS OR
PROPERTIES MAY BE BOUND.
(C)
PERMITTED ENCUMBRANCES.
THE PROPERTY IS NOT SUBJECT TO ANY LIENS,
CLAIMS OR ENCUMBRANCES WHICH WILL BE BINDING ON THE PROPERTY FOLLOWING THE
CLOSING AND WHICH COULD REASONABLY BE EXPECTED TO UNREASONABLY INTERFERE WITH OR
IMPAIR THE CURRENT OR FUTURE USE, MARKETABILITY OR VALUE OF ANY PROPERTY.
NO
PROPERTY OR FACILITY IS IN MATERIAL VIOLATION OF ANY EASEMENTS, COVENANTS OR
OTHER ENCUMBRANCES THAT WILL BE BINDING ON THE PROPERTY OR SUCH FACILITY
FOLLOWING THE CLOSING.
(D)
RESIDENT AGREEMENTS.
EXCEPT FOR THE MASTER LEASES, AS OF
OCTOBER 10, 2008, THERE IS NO TENANCY OR OTHER OCCUPANCY IN THE PROPERTY OR ANY
PART THEREOF, EXCEPT FOR THE
10
RESIDENT AGREEMENTS SET FORTH ON THE RENT ROLL ATTACHED HERETO AS SCHEDULE 5.
SCHEDULE 5 IS, IN ALL MATERIAL RESPECTS, A TRUE, CORRECT AND COMPLETE COPY OF
ALL THE RENT ROLLS FOR THE FACILITIES AND SETS FORTH, FOR EACH OF THE RESIDENT
AGREEMENTS, (I) THE NAME OF THE OCCUPANT OR RESIDENT THEREUNDER AND THE
APPLICABLE UNIT NUMBER, (II) THE CURRENT MONTHLY RENTAL AMOUNT (INCLUDING BASE
AND CARE INCOME), UNDER SUCH RESIDENT AGREEMENT AND ANY FREE RENT OR OTHER RENT
CONCESSIONS, (III) THE MOVE-IN DATE AND THE EXPIRATION DATE OF THE CURRENT TERM
OF SUCH RESIDENT AGREEMENT, (IV) THE AMOUNT OF ANY COMMUNITY FEES, UP-FRONT
PAYMENT (WHETHER REFUNDABLE OR NOT), SECURITY DEPOSIT, ADVANCE RENT OR OTHER
DEPOSITS PAID UNDER SUCH RESIDENT AGREEMENT, AND (V) A SCHEDULE OF ALL OF THE
DOCUMENTS COMPRISING THE RESIDENT AGREEMENT AND ANY GUARANTIES THEREOF.
EXCEPT
AS SET FORTH ON SAID SCHEDULE 5, (A) NO PARTY TO ANY OF THE RESIDENT AGREEMENTS
IS IN MATERIAL DEFAULT THEREUNDER; (B) NO RESIDENT HAS PREPAID ANY RENTS, FEES
OR OTHER CHARGES UNDER ANY OF THE RESIDENT AGREEMENTS; AND (C) NO RESIDENT IS
ENTITLED TO ANY GUARANTEED RATES OR OTHER INCENTIVES OR INDUCEMENTS THAT WOULD
PRECLUDE PURCHASER FROM CHARGING MARKET RATES TO ANY RESIDENT UNDER ANY RESIDENT
AGREEMENT.
A TRUE, CORRECT AND COMPLETE COPY OF THE STANDARD