EXHIBIT 10.42.1
MASTER LEASE
(NHP PORTFOLIO)
This "MASTER LEASE" is entered into effective as of April 9, 2002 (the
"EFFECTIVE DATE") among the ENTITIES LISTED ON SCHEDULE 1A (collectively,
"LANDLORD"), and ALTERRA HEALTHCARE CORPORATION, a Delaware corporation
("TENANT"), for the respective real properties and improvements thereon
(collectively, the "FACILITIES") as set forth on Schedule 1 and as legally
described on Exhibit A and the "LANDLORD PERSONAL PROPERTY" associated therewith
as described in Exhibit B (specifically excluding vehicles and supplies) or as
may be acquired after the Effective Date (collectively, the "PREMISES"), each
used as a licensed healthcare facility of the type described on Schedule 2
(individually as so utilized, and collectively, the "BUSINESS"). Landlord and
Tenant have also concurrently entered into a LETTER OF CREDIT AGREEMENT (the "LC
AGREEMENT") pursuant to which Tenant shall provide certain collateral to
Landlord for the performance of its obligations under this Master Lease. In
consideration of the mutual covenants, conditions and agreements set forth
herein, Landlord hereby leases the Premises to Tenant for the Term upon the
terms and conditions provided below. Certain capitalized terms used in this
Master Lease are defined on Exhibit E.
RECOGNITION OF INDIVISIBLE MASTER LEASE;
IRREVOCABLE WAIVER OF CERTAIN RIGHTS
Tenant acknowledges and agrees that this Master Lease constitutes a
single, indivisible lease of the entire Premises, and the Premises constitutes a
single economic unit. The Minimum Rent, other Rent payable hereunder and all
other provisions contained herein have been negotiated and agreed upon based on
the intent to lease the entirety of the Premises as a single and inseparable
transaction, and such Minimum Rent, other Rent and other provisions would have
been materially different had the parties intended to enter into separate leases
or a divisible lease. Any Event of Default under this Master Lease shall
constitute an Event of Default as to the entire Premises.
Tenant further acknowledges and agrees that Landlord is entering into this
Master Lease as an accommodation to Tenant. Each of the entities comprising
Tenant, in order to induce Landlord to enter into this Master Lease, to the
extent permitted by law:
A. Agrees, acknowledges and is forever estopped from asserting to the
contrary that the statements set forth in the preceding paragraphs of this
Section are true, correct and complete;
B. Agrees, acknowledges and is forever estopped from asserting to the
contrary that this Master Lease is a new and de novo lease, separate and
distinct from any other lease between any of the entities comprising Tenant and
any of the entities comprising Landlord that may have existed prior to the date
hereof;
C. Agrees, acknowledges and is forever estopped from asserting to the
contrary that this Master Lease is a single lease pursuant to which the
collective Premises are demised as a whole to Tenant;
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D. Agrees, acknowledges and is forever estopped from asserting to the
contrary that if, notwithstanding the provisions of this Section, this Master
Lease were to be determined or found to be in any proceeding, action or
arbitration under state or federal bankruptcy, insolvency, debtor-relief or
other applicable laws to constitute multiple leases demising multiple
properties, such multiple leases could not, by the debtor, trustee, or any other
party, be selectively or individually assumed, rejected or assigned;
E. Forever knowingly waives and relinquishes any and all rights under
or benefits of the provisions of the Federal Bankruptcy Code Section 365 (11
U.S.C. Section 365), or any successor or replacement thereof or any analogous
state law, to selectively or individually assume, reject or assign the multiple
leases comprising this Master Lease following a determination or finding in the
nature of that described in the foregoing Section D.
1. TERM. The "TERM" of this Master Lease is the Initial Term plus all
Renewal Terms, and a "LEASE YEAR" is (a) with respect to the first Lease Year,
the period commencing on the Effective Date and ending on December 31, 2002 and
(b) with respect to all subsequent Lease Years, each subsequent and consecutive
twelve (12) month period commencing on January 1st of each year of the Term. The
"INITIAL TERM" commences on April 10, 2002 and ends on December 31, 2021, and
may be extended for two (2) separate "RENEWAL TERMS" of ten (10) years each if:
(a) not more than thirty (30) days before or after the date that is fifteen (15)
months prior to the end of the then current Term, Tenant delivers to Landlord
written notice (a "RENT DETERMINATION NOTICE") that Tenant desires to determine
the applicable Minimum Rent for a subsequent Renewal Term pursuant to the
provisions of Section 2.3 below for the purpose of evaluating whether Tenant
desires to exercise its right to extend the then current Term for one (1)
Renewal Term, (b) on or prior to the date that is twelve (12) months prior to
the end of the then current Term, Tenant delivers to Landlord written notice (a
"RENEWAL NOTICE"), which shall be irrevocable by Tenant, stating that it desires
to exercise its right to extend this Master Lease for one (1) Renewal Term; (c)
there is no Event of Default on the date Landlord receives the Rent
Determination Notice (the "EXERCISE DATE"), the date Landlord receives the
Renewal Notice or on the last day of the then current Term; and (d) the Minimum
Rent for the Renewal Term is determined pursuant to Section 2.3 on or before the
date that is twelve (12) months prior to the end of the then current Term.
2. RENT. During the Initial Term and all Renewal Terms Tenant shall pay to
Landlord minimum rent ("MINIMUM RENT") and additional rent ("ADDITIONAL RENT")
as follows:
2.1 INITIAL TERM MINIMUM RENT. During the Initial Term, Tenant shall
pay to Landlord Minimum Rent of NINETEEN MILLION TWO HUNDRED THIRTY-THREE
THOUSAND DOLLARS ($19,233,000) annually. Such Minimum Rent with respect to each
month shall be paid in advance and in equal monthly installments of ONE MILLION
SIX HUNDRED TWO THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($1,602,750) on the first
business day of each such calendar month. Upon the disbursement of CapEx Funds
by Landlord pursuant to Section 8.3(b), the annual Minimum Rent shall be
increased as provided therein, which increased Minimum Rent shall be due and
payable by Tenant on the first business day of each calendar month.
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2.2 INITIAL TERM ADDITIONAL RENT.
(a) Commencing with respect to the calendar quarter beginning April
1, 2003 and ending June 30, 2003 and continuing each calendar quarter thereafter
during the Initial Term, Tenant agrees to pay Additional Rent to Landlord on a
quarterly basis in arrears no more than forty-five (45) days after the end of
each quarter of the Lease Year. Such Additional Rent shall be equal to the sum
of (i) sixteen percent (16%) of the amount by which the Gross Revenues for the
applicable calendar quarter exceed one-fourth (1/4) of the Base Gross Revenues,
and (ii) twelve percent (12%) of the amount by which the Gross Revenues for the
Meditrust Carolina Facilities for the applicable calendar quarter exceed
one-fourth (1/4) of the Base Gross Revenues for the Meditrust Carolina
Facilities.
(b) "GROSS REVENUES" shall be calculated according to generally
accepted accounting principles consistently applied ("GAAP") and shall be
defined as all revenues generated by the operation, sublease and/or use of the
Premises in any way, excluding (i) contractual allowances during the Term for
▇▇▇▇▇▇▇▇ not paid by or received from the appropriate governmental agencies or
third party providers; (ii) all proper resident billing credits and adjustments
according to GAAP relating to health care accounting; (iii) federal, state or
local sales or excise taxes and any tax based upon or measured by said revenues
which is added to or made a part of the amount billed to the resident or other
recipient of such services or goods, whether included in the billing or stated
separately; and (iv) the Gross Revenues for the Meditrust Carolina Facilities.
"BASE GROSS REVENUES" shall mean the Gross Revenues for the period commencing on
January 1, 2002 and ending on December 31, 2002, as adjusted pursuant to Section
2.4.
(c) "GROSS REVENUES FOR THE MEDITRUST CAROLINA FACILITIES" shall be
calculated according to GAAP and shall be defined as all revenues generated by
the operation, sublease and/or use of the Meditrust Carolina Facilities in any
way, excluding (i) contractual allowances during the Term for ▇▇▇▇▇▇▇▇ not paid
by or received from the appropriate governmental agencies or third party
providers; (ii) all proper resident billing credits and adjustments according to
GAAP relating to health care accounting; and (iii) federal, state or local sales
or excise taxes and any tax based upon or measured by said revenues which is
added to or made a part of the amount billed to the resident or other recipient
of such services or goods, whether included in the billing or stated separately.
"BASE GROSS REVENUES FOR THE MEDITRUST CAROLINA FACILITIES" shall mean the Gross
Revenues for the Meditrust Carolina Facilities for the period commencing on
January 1, 2002 and ending on December 31, 2002, as adjusted pursuant to Section
2.4.
2.3 RENEWAL TERM MINIMUM RENT. The Minimum Rent for each Renewal
Term shall be expressed as an annual amount but shall be payable in advance in
equal monthly installments on the first business day of each calendar month.
(a) Such annual Minimum Rent shall be equal to the product of: (a)
the greater of (i) the fair market value of the Premises on the date of Tenant's
notice of exercise to extend for a Renewal Term pursuant to Section 1 or (ii)
Landlord's Investment in the Premises of ONE HUNDRED SEVENTY-TWO MILLION NINE
HUNDRED FORTY-NINE THOUSAND DOLLARS ($172,949,000), plus, as of the date of such
funding, the amount of up to FOUR MILLION DOLLARS ($4,000,000) of
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CapEx Funding which may be funded by Landlord or otherwise made available to
Tenant pursuant to Section 8.3(b), plus any amount for Alterations advanced by
Landlord pursuant to Section 8.4, plus any amount elected to be added by
Landlord pursuant to Section 13.4 and plus any other amount that, in accordance
with any other term of provision of this Master Lease, is to be added to
Landlord's Investment (including, without limitation, pursuant to the provision
of Section 26.2), and minus any net award paid to Landlord for a Partial Taking
pursuant to Section 18, minus any amounts to be subtracted therefrom as a result
of the sale or other disposition of any of the Meditrust Carolina Facilities
pursuant to Section 23.3 and minus any other net capital proceeds received by
Landlord for any portion of the Premises sold or conveyed, including any portion
of the Premises as to which Tenant acquires title pursuant to the operation of
the Put set forth in Section 13.2 or otherwise, as to any portion of the
Premises for which this Master Lease is terminated during the Term in accordance
with its terms, and minus any other amount that, in accordance with any other
term of provision of this Master Lease, is to be subtracted from Landlord's
Investment (as so adjusted, "LANDLORD'S INVESTMENT"); and (b) a percentage equal
to three hundred (300) basis points over the ten (10) year United States
Treasury rate as determined on a 30-day trading average immediately prior to the
date of Tenant's notice of exercise pursuant to Section 1.
(b) If within ten (10) days of the date of Tenant's notice of
exercise to determine the applicable Minimum Rent for a subsequent Renewal Term
pursuant to Section 1, Landlord and Tenant are unable to agree on the fair
market value of the Premises for purposes of this calculation, such fair market
value shall be established by the appraisal process described on Exhibit C. The
Minimum Rent for the applicable Renewal Term must be finally determined by such
appraisal process on or before twelve (12) months prior to the expiration of the
then current Term or Tenant shall lose its right to extend the Term. Landlord
and Tenant acknowledge and agree that this Section is designed to establish a
fair market Minimum Rent for the Premises during the applicable Renewal Terms.
2.4 RENEWAL TERM ADDITIONAL RENT. Except during the first Lease Year
of any Renewal Term, Tenant shall pay to Landlord Additional Rent in each
Renewal Term on a quarterly basis in arrears no more than forty-five (45) days
after the end of each Lease Year quarter. The Additional Rent for each Renewal
Term shall be calculated as provided in Section 2.2 except that the Base Gross
Revenues and the Base Gross Revenues for the Meditrust Carolina Facilities for
the purpose of determining such Additional Rent shall be the respective amount
of Gross Revenues and Gross Revenues for the Meditrust Carolina Facilities for
the first Lease Year of the applicable Renewal Term.
2.5 TOTAL RENT. For all purposes of calculating and paying Minimum
Rent and Additional Rent under this Lease, the total of the Minimum Rent plus
Additional Rent payable by Tenant in any Lease Year will not be less than the
total Minimum Rent plus Additional Rent paid by Tenant for the previous Lease
Year.
2.6 RENT CAP AND FLOOR.
(a) Notwithstanding any of the other terms of this Section 2 but
subject to subsections (b) and (d) below, the total of the Minimum Rent and
Additional Rent due during each Lease Year shall not increase from one Lease
Year to the next by an amount in excess of
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(i) TWO AND SEVEN-TENTHS PERCENT (2.7%), multiplied by (ii) the sum of the
Minimum Rent and the Additional Rent due during the immediately preceding Lease
Year (the "ANNUAL RENT CAP"). For purposes of applying the Annual Rent Cap to
the quarterly installments of Additional Rent due under Section 2.2, the Minimum
Rent and Additional Rent due during each quarter of any Lease Year shall not
increase by an amount in excess of one-fourth (1/4) of the Annual Rent Cap for
the then applicable Lease Year.
(b) The terms of subsection (a) above shall have no applicability in
determining the calculation of the Minimum Rent or Additional Rent due during
the first Lease Year of any Renewal Term.
(c) Notwithstanding any of the other terms of this Lease but subject
to subsection (d) below, in no event shall the Minimum Rent in the first Lease
Year of any Renewal Term exceed ONE HUNDRED FIFTEEN PERCENT (115%) of the total
Minimum Rent plus Additional Rent due for the last Lease Year in the Initial
Term or preceding Renewal Term, as applicable.
(d) Notwithstanding any of the other terms of this Section 2, the
terms of Section 2.5 above shall continue to apply such that the sum of the
Minimum Rent and the Additional Rent due during any Lease Year shall in no event
be less than the sum of the Minimum Rent and the Additional Rent due during the
immediately preceding Lease Year.
(e) To the extent that subsection (a) above operates to limit the
rent for any Lease Year, the amount of rent which would have otherwise been paid
or payable by Tenant will be carried forward on a cumulative basis and will be
paid by Tenant to Landlord in any subsequent Lease Year (other than the first
Lease Year of a Renewal Term) to the extent that the total of the Minimum Rent
and Additional Rent for such Lease Year is less than ONE HUNDRED TWO AND
SEVEN-TENTHS PERCENT (102.7%) of the total of the Minimum Rent and Additional
Rent for the then immediately preceding Lease Year.
(f) To the extent that subsection (c) above operates to limit the
Minimum Rent for any Renewal Term, the amount of rent which would have otherwise
been paid or payable by Tenant in such Renewal Term will be carried forward and
will be paid by Tenant to Landlord in the subsequent Renewal Term (evenly
divided over all of the months in such subsequent Renewal Term) to the extent
that the Minimum Rent for such subsequent Renewal Term is less than ONE HUNDRED
FIFTEEN PERCENT (115%) of the total of the Minimum Rent and Additional Rent for
the last Lease Year in the preceding Renewal Term.
(g) For the purpose of comparing the total of Minimum Rent and
Additional Rent from Lease Year to Lease Year pursuant to Sections 2.6(a) and
2.6(d) above, the increase in Minimum Rent by reason of any disbursement by
Landlord pursuant to Section 8.3 or Section 8.4 of the Lease shall be treated as
follows: (i) for the purpose of comparing the total rent in the Lease Year in
which such disbursement is made against the total rent in the preceding Lease
Year, such increase in Minimum Rent shall be ignored, and (ii) for the purpose
of comparing the total rent in the Lease Year in which such disbursement is made
to the total rent in the following Lease Year, such increase in Minimum Rent
shall be deemed effective on the first day of the Lease Year in which the
disbursement is made.
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2.7 PRORATION FOR PARTIAL PERIODS. The rent for any month during the
Term which begins or ends on other than the first or last calendar day of a
calendar month shall be prorated based on actual days elapsed.
2.8 FORM FOR ADDITIONAL RENT. Tenant shall accompany each quarterly
payment of Additional Rent with a completed calculation supporting such payment
in a form mutually approved by Landlord and Tenant setting forth the final
calculation of Additional Rent due with respect to such quarter.
2.9 PAYMENT TERMS. All Rent and other payments to Landlord shall be
paid by WIRE TRANSFER ONLY. Minimum Rent and all amounts to be paid concurrently
therewith shall be paid in advance in equal monthly installments on or before
the first (1st) business day of each calendar month (or, with respect to the
first such payment due hereunder, on the Effective Date).
2.10 ABSOLUTE NET LEASE. All Rent payments shall be absolutely net
to Landlord, free of any and all Taxes, Other Charges, and operating or other
expenses of any kind whatsoever, all of which shall be paid by Tenant. Tenant
shall continue to perform its obligations under this Master Lease even if Tenant
claims that it has been damaged by Landlord. Thus, Tenant shall at all times
remain obligated under this Master Lease without any right of set-off,
counterclaim, abatement, deduction, reduction or defense of any kind; provided,
however, that the foregoing shall not preclude Tenant from bringing a separate
action against Landlord for breach of its obligations under Section 24. Tenant's
sole right to recover damages against Landlord under this Master Lease shall be
to prove such damages in a separate action.
3. LATE CHARGES. The late payment of Rent or other amounts due will cause
Landlord to lose the use of such money and incur administrative and other
expenses not contemplated under this Master Lease. While the exact amount of the
foregoing is extremely difficult to ascertain, the parties agree that as a
reasonable estimate of fair compensation to Landlord, if any Rent or other
amount is not paid (a) within five (5) days after the due date for such payment,
then Tenant shall thereafter pay to Landlord on demand a LATE CHARGE equal to
FIVE PERCENT (5%) of such delinquent amounts, and (b) within ten (10) days after
the due date for such payment, such unpaid amount shall ACCRUE INTEREST from
such date at the "AGREED RATE" of FIVE PERCENT (5%) PLUS THE PRIME RATE of
interest then charged by ▇▇▇▇▇ Fargo Bank, N.A., San Francisco, CA.
4. SECURITY DEPOSIT; COLLATERAL FOR LEASE OBLIGATIONS.
4.1 Tenant shall maintain with Landlord cash securing Tenant's
faithful performance of its obligations under this Master Lease (the "SECURITY
DEPOSIT"), Letters of Credit (as defined in the LC Agreement) as partial
collateral for the Master Lease obligations or a combination thereof
(collectively, the "SECURITY DEPOSIT AND COLLATERAL"). Each Letter of Credit
shall be in the form set forth in, and shall otherwise be in compliance with the
terms of, the LC Agreement. Neither Letters of Credit, nor any proceeds from any
draw on any Letter of Credit, shall constitute a security deposit or any part of
the Security Deposit hereunder. The amount of the Security Deposit and the
aggregate undrawn face amounts of all Letters of Credit comprising the Security
Deposit and Collateral shall at all times during the Term be equal to, in the
aggregate, FOUR MILLION SEVEN HUNDRED NINETY THOUSAND EIGHT HUNDRED THIRTY-EIGHT
DOLLARS ($4,790,838), (the "SECURITY DEPOSIT AND COLLATERAL AMOUNT").
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4.2 Landlord may apply the Security Deposit and Collateral (cash
from the Security Deposit and proceeds of any draw on a Letter of Credit), in
whole or in part, against any Event of Default, as otherwise permitted in any
Letter Credit or may use such amounts for any other purpose allowed under
applicable law. If Landlord so applies all or any portion of the Security
Deposit and Collateral, Tenant shall, subject to the provisions of Section 4.3,
within five (5) days of such application by Landlord and without the requirement
of notice or demand by Landlord, deposit cash or post additional Letters of
Credit such that the total amount of cash and undrawn face amounts of Letters of
Credit comprising the Security Deposit and Collateral is equal to the Security
Deposit and Collateral Amount.
4.3 On or before the date (the "REPLACEMENT DATE"), as reasonably
determined by Landlord and Tenant, that Letters of Credit become available to
Tenant on commercially reasonable terms, Tenant shall have replaced the Security
Deposit with Letters of Credit such that, on and after the Replacement Date, the
Security Deposit and Collateral shall be represented entirely by Letters of
Credit. Upon Landlord's receipt of any Letter of Credit provided by Tenant in
exchange for a portion of the Security Deposit pursuant to this Section 4.3,
Landlord shall promptly return to Tenant cash from the Security Deposit in the
amount of the undrawn face amount of such Letter of Credit. In the absence of
Landlord's prior written approval, which may be granted, withheld or conditioned
in Landlord's sole and absolute discretion, the portion of the Security Deposit
and Collateral represented by Letters of Credit prior to the Replacement Date
shall not be decreased.
5. TAXES AND OTHER CHARGES.
5.1 TENANT'S OBLIGATIONS. At the end of the Term, all Taxes and
Other Charges shall be prorated. Landlord shall promptly forward to Tenant
copies of all bills and payment receipts for Taxes or Other Charges received by
it. Tenant shall pay and discharge (including the filing of all required
returns), prior to delinquency or imposition of any fine, penalty, interest or
other cost ("PENALTY"), (a) "TAXES", consisting of any property (real and
personal) and other taxes and assessments levied or assessed with respect to
this Master Lease or any portion of the Premises during or prior to the Term or
any amounts due under payment in lieu of taxes or impact fee agreements or
similar arrangements (excluding any income tax of Landlord and any intangible,
mortgage or transfer tax or stamps for its transfer of any interest in any
portion of the Premises to any Person other than Tenant or any of its
Affiliates), and (b) "OTHER CHARGES", consisting of any utilities and other
costs and expenses of the Business or any portion of the Premises and all other
charges, obligations or deposits assessed against any portion of the Premises
during or prior to the Term. Tenant may pay the foregoing in permitted
installments (whether or not interest accrues on the unpaid balance) when due
and before any Penalty. If Tenant fails to pay as and when due any Tax or Other
Charge, or any Penalty that may be assessed notwithstanding the foregoing
provisions of this Section 5.1, and if thereafter Landlord (in its sole and
absolute discretion) pays such Tax, Other Charge or Penalty, then, upon its
receipt of Landlord's written notice of payment, Tenant shall pay Landlord an
amount equal to any such Tax, Other Charge or Penalty for which Tenant is liable
under this Master Lease. Tenant shall, prior to the Effective Date, pay all
Taxes and Other Charges that are delinquent as of the day immediately prior to
the Effective Date. Notwithstanding the foregoing provisions of this Section
5.1, Landlord shall remain named as the landowner and Tax payor on all real
property Tax records concerning the Premises.
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5.2 PROTESTS. Each party has the right, but not the obligation, in
good faith to protest or contest (a "PROTEST") in whole or in part (a) the
amount or payment of any Taxes or Other Charges and (b) the existence, amount or
validity of any Lien (as defined in Section 8.1) by appropriate proceedings
sufficient to prevent its collection or other realization and the sale,
forfeiture or loss of any portion of the Premises or Rent to satisfy it (so long
as it provides Landlord with reasonable security to assure the foregoing). If
Tenant elects to pursue a Protest, Tenant shall diligently prosecute such
Protest at its sole cost and expense and pay such Taxes, Other Charges or Lien
before the imposition of any Penalty. Landlord will cooperate fully in any
Protest that involves an amount assessed against it.
6. INSURANCE.
6.1 REQUIREMENTS. All insurance provided for in this Master Lease
shall (i) be maintained under valid and enforceable policies issued by insurers
licensed and approved to do business in the state(s) where the applicable
Facility or portion of the Premises is located and having general policyholders
and financial ratings of not less than "A-" and "X", respectively, in the then
current Best's Insurance Report, and a claims paying ability rating from S&P of
at least AA and the equivalent rating of at least one other rating agency,
unless in either case Landlord agrees in the exercise of its reasonable judgment
that the required insurance would not be available to Tenant on commercially
reasonable terms from insurers with such ratings, (ii) name Landlord as an
additional insured and, for the casualty policy referenced in this Section 6.1,
as the owner and loss payable beneficiary, (iii) be on an "occurrence" basis,
or, to the extent such insurance is not available at commercially reasonable
rates in Landlord's reasonable judgment, on a "claims-made" basis, (iv) cover
all of Tenant's operations at the applicable Facility or portion of the
Premises, (v) provide that the policy may not be canceled except upon not less
than thirty (30) days prior written notice to Landlord, unless Landlord shall
agree, in its reasonable judgment, that insurance is not available to Tenant on
such terms at commercially reasonable rates, and (vi) be primary and provide
that any insurance with respect to any portion of the Premises maintained by
Landlord is excess and noncontributing with Tenant's insurance. The parties
hereby waive as to each other all rights of subrogation which any insurance
carrier, or either of them, may have by reason of any provision in any policy
issued to them, provided such waiver does not thereby invalidate such policy.
Original policies or satisfactory insurer certificates evidencing the existence
of the insurance required by this Master Lease and showing the interest of
Landlord shall be provided to it prior to the commencement of the Term or, for a
renewal policy, not less than ten (10) days prior to the expiration date of the
policy being renewed. If Landlord is provided with a certificate, it may demand
that Tenant provide a complete copy of the related policy within ten (10) days.
Landlord shall review each such policy or certificate and, within a reasonable
time following its receipt thereof, notify Tenant in writing whether the
insurance evidenced by such policy or certificate complies with the requirements
of this Master Lease. During the Term, Tenant shall maintain the following
insurance and any claims thereunder shall be adjudicated by and at the expense
of it or its insurance carrier:
FIRE AND EXTENDED COVERAGE with respect to each Facility against
loss or damage from all causes under standard "all risk" property insurance
coverage with an agreed amount endorsement (such that the insurance carrier has
accepted the amount of coverage and has agreed that there will be no
co-insurance penalty), without exclusion for fire, lightning,
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windstorm, explosion, smoke damage, vehicle damage, sprinkler leakage, flood,
vandalism, earthquake, malicious mischief or any other risks normally covered
under an extended coverage endorsement, in amounts that are not less than the
actual replacement value of such Facility and all Tenant Personal Property
associated therewith (including the cost of compliance with changes in zoning
and building codes and other laws and regulations, demolition and debris removal
and increased cost of construction);
COMMERCIAL GENERAL PUBLIC LIABILITY COVERAGE with respect to each
Facility (including products liability and broad form coverage) against claims
for bodily injury, death or property damage occurring on, in or about such
Facility, affording the parties protection of not less than Five Million Dollars
($5,000,000) for bodily injury or death to any one person, not less than Ten
Million Dollars ($10,000,000) for any one accident, and not less than One
Million Dollars ($1,000,000) for property damage;
PROFESSIONAL LIABILITY COVERAGE with respect to each Facility for
damages for injury, death, loss of service or otherwise on account of
professional services rendered or which should have been rendered, in a minimum
amount of Five Million Dollars ($5,000,000) per claim and Ten Million Dollars
($10,000,000) in the aggregate;
WORKER'S COMPENSATION COVERAGE with respect to each Facility for
injuries sustained by Tenant's employees in the course of their employment and
otherwise consistent with all applicable legal requirements;
BOILER AND PRESSURE VESSEL COVERAGE with respect to each Facility on
any fixtures or equipment which are capable of bursting or exploding, in an
amount not less than Five Million Dollars ($5,000,000) for resulting damage to
property, bodily injury or death and with an endorsement for boiler business
interruption insurance;
BUSINESS INTERRUPTION AND EXTRA EXPENSE COVERAGE with respect to
each Facility for loss of rental value for a period not less than one (1) year,
provided that, so long as Tenant continues to pay all Rent and other amounts due
hereunder and no other Event of Default exists, Tenant shall be entitled to
receive all proceeds of such business interruption insurance; and
DEDUCTIBLES/SELF-INSURED RETENTIONS for the above policies shall not
be greater than Fifty Thousand Dollars ($50,000), and Landlord shall have the
right at any time to require a lower such amount or set higher policy limits, to
the extent commercially available and reasonable and customary for similar
properties. At such times and only so long as policies of insurance with
deductibles or self-insured retentions not greater than Fifty Thousand Dollars
($50,000) are generally not available to operators of assisted living facilities
owned by institutional landlords and similar to the Facilities at commercially
reasonable rates, as jointly determined by Landlord and Tenant in their
respective reasonable judgment, the deductibles or self-insured retentions on
the policies of insurance required hereunder may be in such greater amount, as
jointly determined by Landlord and Tenant in their respective reasonable
judgment, that would result in the applicable policies being available at
commercially reasonable rates, not to exceed Two Hundred Fifty Thousand Dollars
($250,000).
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6.2 EXCEPTIONS TO INSURANCE REQUIREMENTS. Tenant has advised
Landlord that, to the extent described on Schedule 3, it is not in compliance as
of the Effective Date with the requirements set forth in Section 6.1. Tenant
nonetheless represents and warrants to Landlord that the policies of insurance
(including the deductible or self-insured retention provisions thereof) and risk
management programs that Tenant has in effect as of the Effective Date are, and
as may be in effect at any time during the Term will be, consistent with custom,
practice and prudent management standards in the business and industry in which
Tenant is engaged. As and when insurance meeting the requirements set forth in
Section 6.1 becomes generally available to operators of assisted living
facilities owned by institutional landlords and similar to the Facilities at
commercially reasonable rates, as jointly determined by Landlord and Tenant in
their respective reasonable judgment, Tenant shall purchase and maintain such
insurance. Tenant's non-compliance with the requirements of Section 6.1 shall
not give rise to an Event of Default so long as (i) no other Event of Default
then exists, (ii) such non-compliance is limited to the matters described on
Schedule 3, (iii) the representations and warranties set forth in this Section
6.2 remain true, correct and complete in all respects, and (iv) Tenant is in
compliance with the other covenants contained in this Section 6.2 and Section
6.3.
6.3 REIMBURSEMENT OF LANDLORD'S INSURANCE COSTS. During any Lease
Year or portion thereof in which Tenant is not in compliance with the provisions
of Section 6.1 (without consideration of the effect of Section 6.2), Tenant
shall reimburse Landlord, within ten (10) days of Landlord's demand therefor,
for the costs of the premiums of the general liability and environmental
insurance policies maintained by Landlord, or contributions to self-insurance in
lieu thereof, in connection with the Premises, which amount shall not exceed in
any Lease Year the amount of TWO HUNDRED THOUSAND DOLLARS ($200,000) (as
adjusted at the end of each Lease Year for increases since the Effective Date in
the CPI). Tenant shall have no right to receive any proceeds or other benefits
from any such insurance. For purposes of this Section 6.3, Tenant shall not be
in compliance with Section 6.1 (without consideration of the effect of Section
6.2) at any such time that any insurance required hereunder is provided to
Tenant by or through the "captive" insurance company described on Schedule 3, or
any other similar captive insurance company.
6.4 DETERMINATION OF COMMERCIAL REASONABLENESS. In the event that
Landlord and Tenant are unable to agree on any matter in this Section 6
requiring a determination of commercial reasonableness, such determination shall
be made by a reputable insurance company, consultant or expert (an "Insurance
Arbitrator") with experience in the assisted living insurance industry as
identified by Landlord in the exercise of its reasonable judgment. As a
condition to a determination of commercial reasonableness with respect to any
particular matter, the Insurance Arbitrator shall be capable of providing,
procuring or identifying particular policies or coverages that would be
available to Tenant and would satisfy the requirement in issue. The
determinations made by any such experts shall be binding on Landlord and Tenant
for purposes of this Section 6, and the costs, fees and expenses of the same
shall be borne by Tenant.
7. USE, REGULATORY COMPLIANCE AND PRESERVATION OF BUSINESS.
7.1 PERMITTED USE; QUALIFIED CARE. Tenant shall continuously use and
occupy each Facility during the Term as a licensed facility engaged in the
respective Business
9393.9 (NHP Portfolio Lease)
10
described on Schedule 2 with not less than the applicable number of beds or
living units shown on Schedule 2 (with respect to each Facility, the "REQUIRED
BED COUNT"), and for ancillary services relating thereto, but for no other
purpose. Notwithstanding the foregoing, Tenant may permit at any one time the
number of beds or living units, as applicable, at no more than thirty (30)
individual Facilities (and not in the aggregate) to be one (1) bed or unit less
than the Required Bed Count in such Facilities.
7.2 REGULATORY COMPLIANCE . Tenant, each Facility and the other
portions of the Premises shall comply in all material respects with all
licensing and other laws and all CC&R's and other use or maintenance
requirements applicable to the Business conducted thereon and, to the extent
Tenant elects to participate in the same or as may be required by law to serve
its resident population, all Medicare, Medicaid and other third-party payor
certification requirements, including timely filing properly completed cost and
other required reports, timely paying all expenses shown thereon, and ensuring
that, to the extent Tenant has elected to participate in the same or as required
by law to serve its respective resident population, each Facility continues to
be fully certified for participation in Medicare and Medicaid throughout the
Term and when each such Facility is returned to Landlord, all without any
suspension, revocation, decertification or other material limitation other than
those under which Tenant was operating immediately prior to the end of the Term.
Further, Tenant shall not commit any act or omission that would in any way
violate any certificate of occupancy affecting the any Facility, result in
closure of the Business conducted at any Facility or result in the sale or
transfer of all or any portion of any related certificate of need, bed rights or
other similar certificate or license. During the Term, all inspection fees,
costs and charges associated with a change of such licensure or certification
("CHANGE OF LICENSURE COSTS") shall be borne solely by Tenant. Notwithstanding
the foregoing, except in the event that the Term has been terminated as a result
of an Event of Default, Tenant shall not be responsible for any Change of
Licensure Costs that would be ordinarily incurred by a new operator of any
Facility under usual custom and practice in the applicable Business (e.g.,
application fees for licensure, costs of training personnel, legal costs in
connection with the same), provided, however, that Tenant shall be required to
effect any repairs to or modifications or Alterations of any Facility as may be
necessary for a prospective new operator to obtain such licenses as may be
required to operate the same consistent with Tenant's prior operation and
otherwise in material compliance with all applicable laws. In all events, Tenant
shall cooperate in good faith, at no out-of-pocket expense to itself, with the
efforts of any prospective new operator of any Facility to obtain licensure.
7.3 PRESERVATION OF BUSINESS. Tenant acknowledges that a fair return
to Landlord on and protection of its investment in the Premises is dependent, in
part, on Tenant's dedication to the Business and the concentration on each
Facility of similar businesses of Tenant and its Affiliates in the geographical
area of such Facility. Tenant further acknowledges that the diversion of
residents or patient care activities from any Facility to other facilities owned
or operated by Tenant or its Affiliates at any time during the Term will have a
material adverse affect on the value and utility of such Facility. Therefore,
Tenant agrees that during the Term and for a period of one (1) year thereafter,
neither Tenant nor any of its Affiliates shall, without the prior written
consent of Landlord: (i) operate, own, participate in or otherwise receive
revenues from any other business providing services similar to those of the
Business of any Facility within an eight (8) mile radius of such Facility,
provided, however, that Tenant and its Affiliates may continue to operate, own,
manage, participate in or otherwise receive revenues
9393.9 (NHP Portfolio Lease)
11
from any of the facilities listed on Schedule 4 (each an "EXEMPT FACILITY") so
long as, after the date hereof, no aspects of the operations or management of
any Exempt Facility are changed in any manner that results in such Exempt
Facility becoming more competitive with any Facility, provided, however that
routine maintenance and capital expenditures in the ordinary course of business
and minor variations in the number of beds or living units, as applicable, in
such other facilities shall not be deemed to violate the foregoing, (ii) except
as is necessary to provide residents or patients with an alternative level of
care, recommend or solicit the removal or transfer of any resident or patient
from any Facility to any other nursing, health care, senior housing or
retirement housing facility or divert actual or potential residents, patients or
care activities of the Business conducted at any Facility to any other
facilities owned or operated by Tenant or its Affiliates or from which they
receive any type of referral fees or other compensation for transfers, or (iii)
employ for other businesses any management or supervisory personnel working on
or in connection with any portion of the Business or any Facility.
8. ACCEPTANCE, MAINTENANCE, UPGRADE, ALTERATION AND ENVIRONMENTAL.
8.1 ACCEPTANCE "AS IS"; NO LIENS. Tenant acknowledges it has leased,
occupied and conducted operations at each Facility, that it is presently engaged
in operations like the Business conducted at each Facility in the state where
such Facility is located and has expertise in such industry and, in deciding to
enter into this Master Lease, has not relied on any representations or
warranties, express or implied, of any kind from Landlord. Tenant has examined
the condition of title to and thoroughly investigated the Premises, has selected
the Premises to its own specifications, has concluded that no improvements or
modifications to them are required in order to conduct the Business, and accepts
them on an "AS IS" basis and assumes all responsibility and cost for the
correction of any observed or unobserved deficiencies or violations.
Notwithstanding its right to Protest set forth in Section 5.2, Tenant shall not
cause or permit any lien, encumbrance, levy or attachment (a "LIEN"), except a
Permitted Tenant Property Lien (as defined below) and except as otherwise may be
expressly permitted under this Master Lease, to be placed or assessed against
any portion of the Premises or the operation thereof for any reason.
8.2 TENANT'S MAINTENANCE OBLIGATIONS. Tenant shall (a) keep and
maintain the Premises in good appearance, repair and condition and maintain
proper housekeeping, (b) promptly make all repairs (interior and exterior,
structural and nonstructural, ordinary and extraordinary, foreseen and
unforeseen) necessary to keep each Facility in good and lawful order and
condition and in substantial compliance with all applicable requirements and
laws relating to the Business conducted thereon, including if Tenant has elected
to participate therein or if otherwise applicable certification for
participation in Medicare and Medicaid, and (c) keep and maintain all Landlord
and Tenant Personal Property in good condition, ordinary wear and tear excepted,
and repair and replace such property consistent with prudent industry practice.
8.3 UPGRADE EXPENDITURES.
(a) Without limiting Tenant's obligations to maintain the Premises
under this Lease, within thirty (30) days after the end of each Lease Year
commencing with the end of the applicable Lease Year shown on Schedule 2, Tenant
shall provide Landlord with evidence satisfactory to Landlord in the reasonable
exercise of Landlord's discretion that Tenant has in
9393.9 (NHP Portfolio Lease)
12
such Lease Year spent on Upgrade Expenditures for each Facility an amount at
least equal to the Required Average Upgrade Expenditures when averaged with the
Upgrade Expenditures made in the then three (3) previous Lease Years with
respect to such Facility. As used herein, the "REQUIRED AVERAGE UPGRADE
EXPENDITURES" for any Lease Year shall be calculated as follows: In the first
(1st) Lease Year an amount shall be calculated equal to the amount shown for
each Facility on Schedule 2 times the number of units in such Facility. For each
subsequent Lease Year, the calculated amount for the previous Lease Year shall
be increased for increases in the CPI. "UPGRADE EXPENDITURES" means expenditures
for (i) upgrades or improvements to each Facility that have the effect of
maintaining or improving its competitive position in its respective marketplace,
including new or replacement wallpaper, tiles, window coverings, lighting
fixtures, painting, upgraded landscaping, carpeting, architectural adornments,
common area amenities and the like, but excluding capital improvements or
repairs (including repairs or replacements of the roof, structural elements of
the walls, parking area or the electrical, plumbing, HVAC or other mechanical or
structural systems), and (ii) other improvements to each Facility as reasonably
approved by Landlord, which shall include those matters, if any, that Landlord
has approved in writing as of the Effective Date based on descriptions and
budgets that Tenant has provided prior thereto.
(b) During the first three (3) years following the Effective Date,
Landlord shall make available to Tenant funds in the total amount of FOUR
MILLION DOLLARS ($4,000,000), which shall be used by Tenant for the purposes of
making capital improvements to the Premises (the "CAPEX FUNDS"). From time to
time, but not more often than once in any calendar month and provided that no
Event of Default is then continuing, Landlord shall disburse the CapEx Funds in
order to reimburse Tenant for capital expenditures incurred by Tenant with
respect to the Premises, subject to the following conditions: (i) the
expenditures been approved by Landlord in its reasonable discretion (Tenant has
delivered the proposed schedule of capital improvements set forth on Schedule 8
attached hereto for Landlord's review and approval); (ii) Tenant's request for
disbursement shall be accompanied with such supporting documentation evidencing
the expenditure as Landlord may reasonably require; (iii) such amount shall be
requested and such capital improvements shall be completed within the first
three (3) years following the Effective Date; (iv) the annual Minimum Rent shall
be increased by the product of (a) the amount of such CapEx Funds disbursed, and
(b) a percentage equal to the greater of (I) eleven and one-half percent (11.5%)
per annum, or (II) Landlord's then market lease rate, not to exceed thirteen
percent (13%) per annum (as such funds are advanced from time to time); which
increased Minimum Rent shall be due and payable by Tenant on the first business
day of each calendar month; (v) Landlord's Investment shall be increased by the
amount of such CapEx Funds disbursed by Landlord; and (vi) if Landlord requests,
Landlord and Tenant shall execute an amendment or amendments to this Lease
evidencing the disbursement of such CapEx Funds and the applicable increases to
Minimum Rent and Landlord's Investment.
8.4 ALTERATIONS BY TENANT. Tenant may alter, improve, exchange,
replace, modify or expand (collectively, including any work performed in
connection with any Upgrade Expenditure, "ALTERATIONS") the Facilities,
equipment or appliances in the Premises from time to time as it may determine is
desirable for the continuing and proper use and maintenance of the Premises;
provided, that any Alterations (excluding Alterations made with CapEx Funds) in
excess of FIFTY THOUSAND DOLLARS ($50,000) with respect to any individual
Facility in any rolling twelve (12) month period shall require Landlord's prior
written consent; provided further,
9393.9 (NHP Portfolio Lease)
13
that any Alterations to the Premises must satisfy the requirements set forth in
Sections 4(4).02 and .03 of Revenue Procedure 75-21, 1975-1 C.B. 715, as
modified by Revenue Procedure 79-48, 1979-2 C.B. 529. All Alterations shall
immediately become a part of the Premises and the property of Landlord subject
to this Master Lease, and except to the extent that Landlord in its sole and
absolute discretion agrees to fund them following Tenant's written request
therefor, the cost of all Alterations or other purchases, whether undertaken as
an on-going licensing, Medicare, Medicaid or other regulatory requirement, or
otherwise shall be borne solely by Tenant. Any amounts so funded by Landlord
shall (i) concurrently with such funding be added to Landlord's Investment, and
(ii) shall not, unless expressly agreed by Landlord to the contrary, in its sole
and absolute discretion, constitute Upgrade Expenditures. All Alterations shall
be done in a good and workmanlike manner in compliance with all applicable laws
and the insurance required under this Master Lease. Notwithstanding the
foregoing, any equipment acquired by Tenant at Tenant's sole cost and expense
that expands the services provided to the residents of any Facility, rather than
replaces existing equipment at such Facility, or replaces existing Tenant
Personal Property, or is otherwise permitted under Section 9.2, and that does
not constitute a fixture (under the real property law of the State in which such
Facility is located), shall constitute Tenant Personal Property subject to the
security interest granted to Landlord in Section 9.2. So long as there is no
continuing Event of Default, Tenant may remove at any time and dispose of the
equipment described in the preceding sentence free and clear of an security
interest of Landlord. Tenant further agrees to (x) periodically, but not less
than once per fiscal quarter, provide Landlord with information regarding all
Alterations and general maintenance activities that Tenant has engaged in or
intends to engage in during the succeeding fiscal quarter with respect to the
Premises, and (y) make appropriate officers available periodically for
consultation with representatives of Landlord with respect to matters relating
to ongoing Alterations to, and the general maintenance of, the Premises.
8.5 HAZARDOUS MATERIALS. Tenant's use of the Premises (i) shall
comply with all Hazardous Materials Laws, (ii) shall not result in any Hazardous
Materials Claims and (iii) shall not involve any Environmental Activities. If
(x) any Environmental Activities occur, (y) if Landlord or Tenant receive any
notice of any Hazardous Materials Claims, or (z) if Tenant's use of any portion
of the Premises results in any violation of any Hazardous Materials Law, or
Landlord has a reasonable belief that any of the foregoing has occurred, then
Tenant shall promptly obtain all permits and approvals necessary to remedy any
such actual or suspected problem through the removal of Hazardous Materials or
otherwise, and upon Landlord's approval of the remediation plan, remedy any such
problem to the satisfaction of Landlord and all applicable governmental
authorities, in accordance with all Hazardous Materials Laws and good business
practices. Tenant shall immediately advise Landlord in writing of (a) any
Environmental Activities, (b) any violation of any Hazardous Materials Laws; (c)
any Hazardous Materials Claims against Tenant or any portion of the Premises;
(d) any remedial action taken by Tenant in response to any Hazardous Materials
Claims or any Hazardous Materials on, under or about any portion of the Premises
in violation of any Hazardous Materials Laws; (e) Tenant's discovery of any
occurrence or condition on or in the vicinity of any portion of the Premises
that materially increase the risk that any portion of the Premises is or will be
exposed to Hazardous Materials; and (f) all communications to or from Tenant,
any governmental authority or any other Person relating to Hazardous Materials
Laws or Hazardous Materials Claims with respect to any portion of the Premises,
including copies thereof. Notwithstanding any other provision of this Master
Lease, if any Hazardous Materials are discovered on, under or about any portion
of
9393.9 (NHP Portfolio Lease)
14
the Premises, or any violation of any Hazardous Materials Law or any Hazardous
Materials Claim occurs, the Term shall be automatically extended and this Master
Lease shall remain in full force and effect until the earlier to occur of the
completion of all remedial action or monitoring, as approved by Landlord, in
accordance with all Hazardous Materials Laws, or the date specified in a written
notice from Landlord to Tenant terminating this Master Lease (which date may be
subsequent to the date upon which the Term was to have expired). Landlord shall
have the right, at Tenant's sole cost and expense (including, without
limitation, Landlord's reasonable attorneys' fees and costs) and with counsel
chosen by Landlord, to join, participate in and direct, as a party if it so
elects, any legal proceedings or actions initiated in connection with any
Hazardous Materials Claims.
9. TENANT PROPERTY AND SECURITY INTEREST.
9.1 TENANT PROPERTY. Tenant shall obtain, install, maintain and
update all items of furniture, fixtures, supplies and equipment not included as
Landlord Personal Property as shall be necessary or reasonably appropriate to
operate each Facility in compliance with this Master Lease ("TENANT PERSONAL
PROPERTY" and with "TENANT INTANGIBLE PROPERTY", "TENANT PROPERTY"). "TENANT
INTANGIBLE PROPERTY" means all the following at any time owned by Tenant in
connection with its use of any portion of the Premises: Medicare, Medicaid and
other accounts and proceeds thereof; rents, profits, income or revenue derived
from such operation or use; all documents, chattel paper, instruments, contract
rights (including contracts with residents, employees and third-party payors),
deposit accounts, general intangibles and choses in action; refunds of any Taxes
or Other Charges; licenses and permits necessary or desirable for Tenant's use
of any portion of the Premises, including any applicable certificate of need or
other similar certificate, and the exclusive right to transfer, move or apply
for the foregoing and manage the Business conducted at any portion of the
Premises (including the right to apply for permission to reduce the licensed bed
complement, take any of the licensed beds out of service or move the beds to a
different location); and the right use, at no cost, expense or royalty, for up
to three (3) years following the termination of this Master Lease for any reason
other than the expiration of the then Term or the default by Landlord, the names
"Clare Bridge," "Wynwood" and "Sterling House" and all reasonable variations and
replacements or substitutions thereof.
9.2 LANDLORD'S SECURITY INTEREST AND FINANCING STATEMENTS. The
parties intend that if Tenant defaults under this Master Lease, Landlord will
control the Tenant Personal Property and the Tenant Intangible Property (to the
extent assignable in accordance with applicable law and with the applicable
terms and provisions thereof) so that Landlord or its designee can operate or
re-let each Facility and associated personal property intact for use as a
licensed facility engaged in the applicable Business. Therefore, to implement
the intention of the parties, and for the purpose of securing the payment and
performance of Tenant's obligations under this Master Lease, Tenant, as debtor,
hereby grants to Landlord, as secured party, a security interest in and an
express contractual Lien upon, all of Tenant's right, title and interest in and
to the Tenant Personal Property and the Tenant Intangible Property (to the
extent assignable in accordance with applicable law and with the applicable
terms and provisions thereof) and any and all products and proceeds thereof, in
which Tenant now owns or leases or hereafter acquires an interest or right. This
Master Lease constitutes a security agreement covering all such Tenant Personal
Property and Tenant Intangible Property (to the extent assignable in accordance
with applicable law), and Tenant shall keep such Tenant Property free and clear
of all Liens other than
9393.9 (NHP Portfolio Lease)
15
Liens in favor of Landlord and Permitted Tenant Property Liens (as defined
below). The security interest granted to Landlord hereunder is intended by the
parties to be subordinate to any security interest granted in Tenant Personal
Property in connection with the financing or leasing of all or any portion
thereof, so long as the lessor or financier agrees to give Landlord written
notice of any default by Tenant under the terms of such arrangement and a
reasonable time following such notice to cure any such default and to consent to
Landlord's written assumption of such arrangement upon curing such default
("PERMITTED TENANT PROPERTY LIENS"). This security interest and agreement shall
survive the termination of this Master Lease resulting from an Event of Default.
Tenant shall pay all filing and reasonable record search fees and other costs
for such additional security agreements, financing statements, fixture filings
and other documents as Landlord may reasonably require to perfect or continue
the perfection of its security interest. Notwithstanding the foregoing, Tenant
shall be entitled to purchase, finance and/or lease vehicles or supplies, which
shall not be deemed or construed to be Landlord Personal Property and, with
respect to which, Tenant shall have no obligation to cause any applicable lessor
or financier to provide Landlord with the notice, cure and assumption rights
described hereinabove.
9.3 LANDLORD PERSONAL PROPERTY. Landlord and Tenant acknowledge
that, as of the Effective Date, there is no Landlord Personal Property relating
to the Meditrust Carolina Facilities. In the event that Landlord, in its sole
and absolute discretion, funds the acquisition of any personal property by
Tenant relating to the Meditrust Carolina Facilities after the Effective Date,
all such personal property shall be considered Landlord Personal Property.
10. FINANCIAL, MANAGEMENT AND REGULATORY REPORTS. Tenant shall provide
Landlord with the reports listed in Exhibit F at the time described therein, and
such other information about it or the operations of the Premises and Business
as Landlord may reasonably request from time to time. All financial information
provided shall be prepared in accordance with generally accepted accounting
principles consistently applied. If Tenant becomes subject to any reporting
requirements of the Securities and Exchange Commission during the Term, it shall
concurrently deliver to Landlord such reports as are delivered pursuant to
applicable securities laws.
11. REPRESENTATIONS AND WARRANTIES.
11.1 BY LANDLORD . Landlord represents and warrants to Tenant that:
(a) this Master Lease and all other documents executed or to be
executed by Landlord in connection herewith have been duly authorized and shall
be binding upon Landlord;
(b) each entity comprising Landlord is duly formed, validly existing
and in good standing under the laws of the State of its formation and is duly
authorized and qualified to perform this Master Lease within the state(s) where
any portion of the Premises is located; and
(c) neither this Master Lease nor any other document executed or to
be executed in connection herewith violates the terms of any other agreement of
any entity comprising Landlord.
11.2 BY TENANT. Tenant represents and warrants to Landlord that:
9393.9 (NHP Portfolio Lease)
16
(a) this Master Lease and all other documents executed or to be
executed by Tenant in connection herewith have been duly authorized and shall be
binding upon Tenant;
(b) each entity comprising Tenant is duly formed, validly existing
and in good standing under the laws of the State of its formation and at least
one of such entities is duly authorized and qualified to perform this Master
Lease within the State(s) where any portion of the Premises is located;
(c) neither this Master Lease nor any other document executed or to
be executed by Tenant in connection herewith violates the terms of any other
agreement of any entity comprising Tenant;
(d) all documents, plans, surveys and other data or information,
including financial data and information, related to the Meditrust Carolina
Facilities and prepared by or on behalf of Tenant and provided by or on behalf
of Tenant to Landlord in connection with the transactions contemplated in this
Master Lease, are true, correct and complete in all material respects and
disclose all material facts with no material omissions with respect thereto;
(e) Tenant holds good and marketable title to, and the entire right,
title, and interest in, the Tenant Property located in the Meditrust Carolina
Facilities, free and clear of any and all leases, Liens, encumbrances, or other
liabilities, except as otherwise permitted under Section 9.2;
(f) there are no Liens encumbering title to any of the Meditrust
Carolina Facilities arising by, through or under Tenant;
(g) each Meditrust Carolina Facility has available to its boundaries
adequate utilities, including without limitation, adequate water supply, storm
and sanitary sewage facilities, telephone, gas, electricity and fire protection,
as is required for the operation of such Meditrust Carolina Facility as
contemplated under this Master Lease;
(h) except to the extent set forth to the contrary on Schedule 5, to
the best of Tenant's knowledge, the improvements at each Meditrust Carolina
Facility and each portion thereof (i) have been constructed in a good and
workmanlike manner, free from material defects and in material compliance with
all applicable laws, and (ii) are in good condition and repair, free from
material defects and in material compliance with all applicable laws and CC&R's;
(i) except to the extent set forth to the contrary on Schedule 5, to
the best of Tenant's knowledge, each Meditrust Carolina Facility is properly
zoned for its current use and intended use hereunder, and the real property
comprising each Meditrust Carolina Facility and the operation and use thereof,
including all boundary line adjustments to such real property, materially comply
with all applicable laws including laws concerning the subdivision of real
property;
(j) except to the extent set forth to the contrary on Schedule 5, to
the best of Tenant's knowledge, there are not now, and have not been during
Tenant's occupancy of the Meditrust Carolina Facilities under the Meditrust
Lease Documents, (i) any Hazardous Materials installed or stored in or otherwise
present or existing at, on, in or under any Meditrust Carolina
9393.9 (NHP Portfolio Lease)
17
Facility, (ii) any Environmental Activities at any Meditrust Carolina Facility,
(iii) any Hazardous Materials Claims at any Meditrust Carolina Facility, and
(iv) any violation of any Hazardous Materials Law affecting any Meditrust
Carolina Facility;
(k) except to the extent set forth to the contrary on Schedule 5, to
the best of Tenant's knowledge, there are no soil conditions adversely affecting
any Meditrust Carolina Facility;
(l) except to the extent set forth to the contrary on Schedule 5,
Tenant has received no notice and to the best of its knowledge has no knowledge
that (i) any government agency or any employee or official thereof considers
that the conduct of the Business at any Meditrust Carolina Facility, or the
operation or use of any Meditrust Carolina Facility for its current use, has
failed or will fail to materially comply with any applicable law, (ii) any
investigation has been commenced or is contemplated respecting any such possible
or actual failure of the Business conducted at any Meditrust Carolina Facility,
or the operation or use of any Meditrust Carolina Facility for its current use,
to materially comply with any applicable law, other than routine deficiencies
noted in connection with licensing surveys and inspections, each of which is or
shall promptly be addressed in an appropriate plan of correction in accordance
with applicable law, and (iii) there are any unsatisfied requests for repairs,
restorations or alterations with regard to any Meditrust Carolina Facility from
any person, entity or authority, including, any lender, insurance carrier or
governmental authority, other than routine deficiencies noted in connection with
licensing surveys and inspections, each of which is or shall promptly be
addressed in an appropriate plan of correction in accordance with applicable
law;
(m) except to the extent set forth to the contrary on Schedule 5,
there are no material actions, suits or proceedings pending or threatened before
or by any judicial, administrative or union body, any arbiter or any
governmental authority, against or affecting Tenant, or any Meditrust Carolina
Facility or any portion thereof or the transactions contemplated by, or the
enforceability of, this Master Lease, and there are no existing or, to the best
of Tenant's knowledge, proposed or threatened eminent domain or similar
proceedings which would affect title or access to any Meditrust Carolina
Facility in any manner whatsoever;
(n) Tenant has obtained and holds all consents, approvals, licenses,
permits and other permissions related to leasing the Meditrust Carolina
Facilities from Landlord, operating the Meditrust Carolina Facilities as
contemplated under this Master Lease and conducting the Business thereon and the
other matters and transactions contemplated herein as are required or Tenant
under any applicable law;
(o) except to the extent set forth to the contrary on Schedule 5,
immediately prior to the Effective Date (i) there were no existing breaches of
or defaults or events of default under any Meditrust Lease Document by any
entity comprising Tenant or, to the best of Tenant's knowledge, by any entity
comprising Meditrust Landlord, and (ii) all rent, taxes, expenses and other
charges owed by any Tenant under any Meditrust Lease Document to Meditrust
Landlord or any other Person have been paid or otherwise satisfied.
9393.9 (NHP Portfolio Lease)
18
12. EVENTS OF DEFAULT. The occurrence of any of the following events will
constitute an "EVENT OF DEFAULT" on the part of Tenant, and there shall be no
cure period therefor except as otherwise expressly provided:
(a) Tenant's failure to pay within five (5) calendar days of the
date when due any Minimum Rent, Additional Rent, Taxes, Other Charges or other
payments required under this Master Lease;
(b) [Intentionally-Omitted];
(c) [Intentionally-Omitted];
(d) A material default by Tenant or any Affiliate of Tenant (i) the
LC Agreement, (ii) any other lease, agreement or obligation between it and
Landlord or any of its Affiliates which is not cured within any applicable cure
period specified therein, or (iii) any other lease agreement or obligation
between it and JER/NHP Senior Living Acquisition, LLC or any of its Affiliates,
provided that NHP is then a member of JER/NHP Senior Housing, LLC, or (iv) under
any other obligation which affects the Premises, which material default has not
been waived or cured in accordance with the applicable agreement;
(e) (i) Any material misstatement or omission of fact in any written
report, notice or communication from Tenant to Landlord with respect to Tenant,
the Premises or the Business, or (ii) any representation or warranty made by
Tenant in this Master Lease proves to have been false, incorrect, misleading or
incomplete when made;
(f) The failure to perform or comply with (i) the provisions of
Section 6, or (ii) the provisions of Section 16;
(g) (i) Tenant shall generally not pay its debts as they become due,
or shall admit in writing its inability to pay its debts generally, or shall
make an assignment of all or substantially all of its property for the benefit
of creditors; (ii) a receiver, trustee or liquidator shall be appointed for
either of them or any of their property, if within three (3) business days of
such appointment Tenant does not inform Landlord in writing that they intend to
cause such appointment to be discharged or such discharge is not diligently
prosecuted to completion within sixty (60) days after the date of such
appointment; (iii) the filing by either of them of a voluntary petition under
any federal bankruptcy or state law to be adjudicated as bankrupt or for any
arrangement or other debtor's relief; or (iv) the involuntary filing of such a
petition against either of them by any other party, unless Tenant within three
(3) business days of such filing informs Landlord in writing of their intent to
cause such petition to be dismissed, such dismissal is diligently prosecuted and
such petition is dismissed within ninety (90) days after filing; or
(h) The failure to perform or comply with any other provision of
this Master Lease not requiring the payment of money and not set forth in
Sections 12(b)-(g) above unless (i) within three (3) business days of Tenant's
receipt of a notice of default from Landlord, Tenant gives Landlord notice of
its intent to cure such default; and (ii) Tenant cures it either (x) within
thirty (30) days after such notice from Landlord or (y) if such default cannot
with due diligence be so cured because of the nature of the default or delays
beyond the control of Tenant and cure after such period will not have a
materially adverse effect upon any portion of the Premises or
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19
any portion of the Business, then such default shall not constitute an Event of
Default if Tenant uses its best efforts to cure such default by promptly
commencing and diligently pursuing such cure to the completion thereof and cures
it within one hundred twenty (120) days after such notice from Landlord.
13. REMEDIES. Upon the occurrence of an Event of Default, Landlord may
exercise all rights and remedies under this Master Lease and the laws of the
state(s) where the Premises are located that are available to a lessor of real
and personal property in the event of a default by its lessee, and as to the
Tenant Property, all remedies granted under the laws of such state(s) to a
secured party under its Uniform Commercial Code. Landlord shall have no duty to
mitigate damages unless required by applicable law and shall not be responsible
or liable for any failure to relet any of the Premises or to collect any rent
due upon any such reletting. Tenant shall pay Landlord, immediately upon demand,
all expenses incurred by it in obtaining possession and reletting any of the
Premises, including fees, commissions and costs of attorneys, architects, agents
and brokers.
13.1 GENERAL. Without limiting the foregoing, Landlord shall have
the right (but not the obligation) to do any of the following upon an Event of
Default: (a) ▇▇▇ for the specific performance of any covenant of Tenant as to
which it is in breach; (b) enter upon any portion of the Premises, terminate
this Master Lease, dispossess Tenant from the Premises and/or collect money
damages by reason of Tenant's breach, including the acceleration of all Rent
which would have accrued after such termination and all obligations and
liabilities of Tenant under this Master Lease which survive the termination of
the Term; (c) elect to leave this Master Lease in place and ▇▇▇ for Rent and
other money damages as the same come due; (d) (before or after repossession of
the Premises pursuant to clause (b) above and whether or not this Master Lease
has been terminated) relet any portion of the Premises to such tenant(s), for
such term(s) (which may be greater or less than the remaining balance of the
Term), rent, conditions (which may include concessions or free rent) and uses as
it may determine in its sole discretion and collect and receive any rents
payable by reason of such reletting; and (e) sell any Tenant Property in a
non-judicial foreclosure sale.
13.2 RECEIVERSHIP. Tenant acknowledges that a Catastrophic Event of
Default will materially and irreparably impair the value of Landlord's
investment in the Premises. Therefore, in addition to its other rights and
remedies, upon a Catastrophic Event of Default Landlord shall have the right to
petition any appropriate court for the appointment of a receiver to take
possession of the Premises or applicable Facility, to manage the operation of
the Premises or applicable Facility, to collect and disburse all rents, issues,
profits and income generated thereby and to the extent applicable and possible,
to preserve or replace any affected license or provider certification for the
Premises or applicable Facility or to otherwise substitute the licensee or
provider thereof (the "RECEIVERSHIP"). If Landlord commences the Receivership,
the receiver shall be paid a reasonable fee for its services and all such fees
and other expenses of the Receivership shall be paid in addition to, and not in
limitation of, the Rent otherwise due to Landlord hereunder. Tenant irrevocably
consents to the Receivership upon a Catastrophic Event of Default and thus
stipulates to and agrees not to contest the appointment of a receiver under such
circumstances and for such purposes. Landlord's right and remedy to obtain a
Receivership pursuant to this Section 13.2 shall not prevent, limit or otherwise
impair Landlord from seeking or obtaining the appointment of a receiver upon any
Event of Default other than a Catastrophic
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Event of Default with respect to all or any portion of the Premises in
accordance with applicable law.
13.3 REMEDIES CUMULATIVE; NO WAIVER. No right or remedy herein
conferred upon or reserved to Landlord is intended to be exclusive of any other
right or remedy, and each and every right and remedy shall be cumulative and in
addition to any other right or remedy given hereunder or now or hereafter
existing at law or in equity. Any notice or cure period provided herein shall
run concurrently with any provided by applicable law. No failure of Landlord to
insist at any time upon the strict performance of any provision of this Master
Lease or to exercise any option, right, power or remedy contained herein shall
be construed as a waiver, modification or relinquishment thereof as to any
similar or different breach (future or otherwise) by Tenant. Landlord's receipt
of any rent or other sum due hereunder (including any late charge) with
knowledge of any breach shall not be deemed a waiver of such breach, and no
waiver by Landlord of any provision of this Master Lease shall be effective
unless expressed in a writing signed by it.
13.4 PERFORMANCE OF TENANT'S OBLIGATIONS. If Tenant at any time
shall fail to make any payment or perform any act on its part required to be
made or performed under this Master Lease, after expiration of applicable notice
or cure periods as expressly provided herein, if any, then Landlord may, without
waiving or releasing Tenant from any obligations or default hereunder, make such
payment or perform such act for the account and at the expense of Tenant, and
enter upon any portion of the Premises for the purpose of taking all such action
as may be reasonably necessary. No such entry shall be deemed an eviction of
Tenant. All sums so paid by Landlord and all necessary and incidental costs and
expenses (including reasonable attorneys' fees and expenses) incurred in
connection with the performance of any such act by it, together with interest at
the Agreed Rate from the date of the making of such payment or the incurring of
such costs and expenses, shall at Landlord's option, which may be exercised in
Landlord's sole and absolute discretion, either be payable by Tenant to Landlord
on demand or added to Landlord's Investment.
14. PROVISIONS ON TERMINATION.
14.1 SURRENDER OF POSSESSION. On the expiration of the Term or
earlier termination or cancellation of this Master Lease (the "TERMINATION
DATE"), Tenant shall deliver to Landlord or its designee possession of (a) each
Facility and associated Landlord Personal Property, if any, in a neat and clean
condition and in as good a condition as existed at the date of their possession
and occupancy pursuant to this Master Lease, ordinary wear and tear excepted,
(b) a fully operational Business at each Facility including, at Tenant's sole
cost except to the extent provided to the contrary in Section 7.2, any
Alterations necessitated by, or imposed in connection with, a change of
ownership inspection survey for the transfer of operation of any portion of the
Premises to Landlord or its designee, and (c) provided that Landlord or its
designee executes an agreement, in form and substance reasonably acceptable to
such party, confirming its obligation to maintain such records for a period
equal to the longer of (i) the applicable statute of limitations, or (ii) the
period required by applicable law, all patient charts and resident records along
with appropriate resident consents if necessary and copies of all its books and
records relating to the Business and the Premises. Accordingly, Tenant shall not
at any time during or after the Term seek to transfer, surrender, allow to
lapse, or grant any security
9393.9 (NHP Portfolio Lease)
21
interest or any other interest in and to the licenses, permits or certifications
relating to any portion of the Business or any portion of the Premises, nor
shall Tenant commit or omit any act that would jeopardize any portion of the
Business or any licensure or certification of any portion of the Premises.
Tenant shall cooperate fully with Landlord or its designee in transferring or
obtaining all necessary licenses and certifications for Landlord or its
designee, and Tenant shall comply with all requests for an orderly transfer of
the Business, Facility licenses, and Medicare and Medicaid certifications and
possession at the time of its surrender of the Premises to Landlord or its
designee. Subject to all applicable laws and to the applicable limitations set
forth in Section 14.3, Tenant hereby assigns, effective upon the Termination
Date, all rights to operate the facility to Landlord or its designee including
all required licenses and permits and all rights to apply for or otherwise
obtain them, and all other nonproprietary Tenant Intangible Property relating to
any portion of the Premises.
14.2 REMOVAL OF TENANT PERSONAL PROPERTY. Provided that no Event of
Default then exists, in connection with the surrender of the Premises, Tenant
may upon at least five (5) business days prior notice to Landlord remove from
the Premises in a workmanlike manner all Tenant Personal Property, leaving the
Premises in good and presentable condition and appearance, including repair of
any damage caused by such removal; provided that Landlord shall have the right
and option, subject to the approval of any lienholder permitted under Section
9.2, to purchase the Tenant Personal Property (excluding vehicles) for its then
net book value during such five (5) business day notice period, in which case
Tenant shall so convey the Tenant Personal Property to Landlord by executing a
▇▇▇▇ of sale in a form reasonably required by Landlord. If there is any Event of
Default then existing, Tenant will not remove any Tenant Personal Property from
the Premises and instead will, on demand from Landlord, convey it to Landlord
for no additional consideration by executing a ▇▇▇▇ of sale in a form reasonably
required by Landlord. Title to any Tenant Personal Property which is not removed
by Tenant as permitted above upon the expiration of the Term shall, at
Landlord's election, vest in Landlord; provided, however, that Landlord may
remove and store or dispose at Tenant's expense any or all of such Tenant
Personal Property which is not so removed by Tenant without obligation or
accounting to Tenant.
14.3 MANAGEMENT OF PREMISES. Commencing on the Termination Date,
Landlord or its designee, upon written notice to Tenant, may elect to assume the
responsibilities and obligations for the management and operation of the
Business and Tenant agrees to cooperate fully to accomplish the transfer of such
management and operation without interrupting the operation of the Business.
Tenant agrees that Landlord or its designee may operate the Business under
Tenant's licenses and certifications to the extent allowed under applicable law
pending the issuance of new licenses and certifications to Landlord or its
designee. Tenant shall not commit any act or be remiss in the undertaking of any
act that would jeopardize any licensure or certification of any portion of the
Premises, and Tenant shall comply with all requests for an orderly transfer of
any and all facility and other licenses, Medicare and Medicaid certifications to
the extent that Tenant is participating therein and possession of the Premises
at the time of any such surrender.
14.4 HOLDING OVER. If Tenant shall for any reason remain in
possession of any portion of the Premises after the Termination Date, such
possession shall be a month-to-month tenancy during which time Tenant shall pay
as rental on the first (1st) business day of each month
9393.9 (NHP Portfolio Lease)
22
ONE AND ONE-HALF (1 1/2) TIMES the total of the monthly Minimum Rent payable
with respect to the last Lease Year plus all additional charges accruing during
the month and all other sums, if any, payable by Tenant pursuant to this Master
Lease. Nothing contained herein shall constitute the consent, express or
implied, of Landlord to the holding over of Tenant after the Termination Date,
nor shall anything contained herein be deemed to limit Landlord's remedies.
14.5 SURVIVAL. All representations, warranties, covenants and other
obligations of Tenant under this Master Lease shall survive the Termination
Date.
15. CERTAIN LANDLORD RIGHTS.
15.1 ENTRY AND EXAMINATION OF RECORDS. Landlord and its
representatives may enter any portion of the Premises at any reasonable time
after reasonable notice to Tenant to inspect the Premises for compliance, to
exhibit the Premises for sale, lease or mortgaging, or for any other reason;
provided that no such notice shall be required in the event of an emergency,
upon an Event of Default or to post notices of non-responsibility under any
mechanic's or materialman's lien law. No such entry shall unreasonably interfere
with residents, patients, patient care or the Business. During normal business
hours, Tenant will permit Landlord and its representatives, inspectors and
consultants to examine all contracts, books and financial and other records
(wherever kept) relating to Tenant's operations at any portion of the Premises.
15.2 GRANT LIENS; CHANGE IN ZONING. Without the consent of Tenant,
Landlord may from time to time, directly or indirectly, create or otherwise
cause to exist any Lien, title retention agreement, or other encumbrance upon
the Premises, or any portion thereof or interest therein (including this Master
Lease), whether to secure any borrowing or other means of financing or
refinancing or otherwise. Without the consent of Tenant, Landlord may from time
to time directly or indirectly, create or otherwise cause to exist any
restrictive covenant or easement upon the Premises, or accede to a change in the
zoning of any portion of the Premises, so long as such covenant, easement or
change would not have a material adverse effect on the Business or other
activities of Tenant conducted thereon pursuant to the terms of this Master
Lease.
15.3 SUBORDINATION, ATTORNMENT AND NONDISTURBANCE. Upon the request
of Landlord, Tenant shall subordinate this Master Lease to the Lien of any
encumbrance consented to by Landlord pursuant to Section 15.2. Any such
encumbrance, or an ancillary agreement in connection therewith, shall provide,
subject to customary limitations and exceptions (a) that so long as no Event of
Default shall exist, (i) it is subject to the rights of Tenant under this Master
Lease, and (ii) that Tenant's occupancy hereunder, including Tenant's right of
quiet enjoyment provided herein, shall not be disturbed if any Person (a
"FORECLOSURE PURCHASER") takes possession of the applicable portion of the
Premises through foreclosure proceeding or otherwise, and (b) that Tenant shall
attorn to any Foreclosure Purchaser.
15.4 ESTOPPEL CERTIFICATES. Tenant and Landlord shall, at any time
upon not less than five (5) days prior written request by the other party, have
an authorized representative execute, acknowledge and deliver to the requesting
party or its designee a written statement certifying (a) that this Master Lease,
together with any specified modifications, is in full force and effect, (b) the
dates to which Rent and additional charges have been paid, (c) that no default
9393.9 (NHP Portfolio Lease)
23
by either party exists or specifying any such default and (d) as to such other
matters as the requesting may reasonably request.
15.5 CONVEYANCE RELEASE. Landlord or any successor owner may sell or
transfer all or any portion of the Premises or assign in whole or in part this
Master Lease in its sole and absolute discretion, which shall in each case
include an assignment and delivery to the purchaser or assignee of all funds
then held in escrow pursuant to this Master Lease (or the allocable portion
thereof), and upon any such sale or transfer, they shall thereupon be released
from all future liabilities and obligations under this Master Lease arising or
accruing from and after the date of such conveyance or other transfer, which
instead shall thereupon be binding upon the new owner.
16. ASSIGNMENT AND SUBLETTING. Without the prior written consent of
Landlord, which may be withheld or conditioned at its sole discretion, this
Master Lease shall not, nor shall any interest of Tenant herein, be assigned or
encumbered by operation of law, nor shall Tenant voluntarily or involuntarily
assign, mortgage, encumber or hypothecate any interest in this Master Lease or
sublet any portion of the Premises except (i) in the ordinary course of Tenant's
business to residents or occupants of such Facility or their immediate family
members using Tenant's standard form occupancy lease for the State in which the
applicable Facility is located (in the form approved by the regulatory agency
having jurisdiction thereover), and (ii) for incidental subleases and occupancy
agreements to providers of incidental services to residents (such as physical
therapists or beauty shops) which (A) do not exceed in the aggregate for any
single Facility more than one hundred (100) square feet within such Facility,
and (B) with respect to any individual sublease or occupancy agreement, does not
exceed one (1) year in duration (including any available renewal or extension
terms). Any of the foregoing acts without such consent shall be void and shall,
at Landlord's sole option, constitute an Event of Default giving rise to
Landlord's right, among other things, to terminate this Master Lease. An
assignment of this Master Lease by Tenant shall be deemed to include: (a)
entering into a management or similar agreement relating to the operation or
control of any portion of the Premises with a Person that is not an Affiliate of
Tenant; (b) any change (voluntary or involuntary, by operation of law or
otherwise, including the transfer, assignment, sale, hypothecation or other
disposition of any equity interest in Tenant) in the Person that ultimately
exert effective Control over the management of the affairs of Tenant as of the
date hereof; provided that an initial public offering of Tenant shall not be
deemed to be an assignment of the Master Lease so long as thereafter less than
TWENTY-FIVE PERCENT (25%) of the voting stock of Tenant is held by any Person or
related group that did not have such ownership prior thereto; or (c) the sale or
other transfer of all or any portion of any certificate of need, bed rights or
other similar certificate or license relating to any portion of the Business or
any portion of the Premises. Notwithstanding the foregoing, Tenant may, without
Landlord's prior written consent, assign this Master Lease or sublet the
Premises or any portion thereof to an Affiliate of Tenant if all of the
following are first satisfied: (w) such Affiliate fully assumes Tenant's
obligations hereunder; (x) Tenant remains fully liable hereunder; (y) the use of
the applicable portion of the Premises remains unchanged; and (z) Landlord in
its reasonable discretion shall have approved the form and content of all
documents for such assignment or sublease and received an executed counterpart
thereof. In no event shall Tenant sublet any portion of the Premises on any
basis such that the rental to be paid by the sublessee would be based, in whole
or in part, on either the income or profits derived by the business activities
of the sublessee, or any other formula, such
9393.9 (NHP Portfolio Lease)
24
that any portion of the sublease rental received by Landlord would fail to
qualify as "rents from real property" within the meaning of Section 856(d) of
the U.S. Internal Revenue Code, or any similar or successor provision thereto.
17. DAMAGE BY FIRE OR OTHER CASUALTY. Tenant shall promptly notify
Landlord of any damage or destruction of any portion of the Premises and
diligently repair or reconstruct such portion of the Premises to a like or
better condition than existed prior to such damage or destruction. Any net
insurance proceeds payable with respect to the casualty shall be used for the
repair or reconstruction of the applicable portion of the Premises pursuant to
reasonable disbursement controls in favor of Landlord. If such proceeds are
insufficient, Tenant shall provide the required additional funds; if they are
more than sufficient, the surplus shall belong and be paid to Tenant. Tenant
shall not have any right under this Master Lease, and hereby waives all rights
under applicable law, to ▇▇▇▇▇, reduce or offset rent by reason of any damage or
destruction of any portion of the Premises by reason of an insured or uninsured
casualty.
18. CONDEMNATION. Except as provided to the contrary in this Section 18,
this Master Lease shall not terminate and shall remain in full force and effect
in the event of a taking or condemnation of the Premises, or any portion
thereof, and Tenant hereby waives all rights under applicable law to ▇▇▇▇▇,
reduce or offset rent by reason of such taking. If during the Term all or
substantially all (a "COMPLETE TAKING") or a smaller portion (a "PARTIAL
TAKING") of any Facility is permanently taken or condemned by any competent
public or quasi-public authority, then (a) in the case of a permanent Complete
Taking, Tenant may at its election made within thirty (30) days of the effective
date of such Taking, terminate this Master Lease with respect to such Facility
and the current Rent shall be prorated as of the effective date of such
termination, or (b) in the case of a permanent Partial Taking, the Rent shall be
abated to the same extent as the resulting diminution in Fair Market Value of
the portion of the Premises taken. The award payable upon a Complete Taking
shall be allocated (i) as provided by the taking authority, (ii) in the absence
thereof, as agreed by the parties, or (iii) failing such agreement within
thirty(30) days after the effective date of such Taking, pursuant to the
appraisal procedure described in Exhibit C. The resulting diminution in Fair
Market Value on the effective date of a Partial Taking shall be as established
pursuant to Exhibit C. Landlord alone shall be entitled to prosecute, litigate,
compromise and settle any condemnation claim, any Complete Taking or any Partial
Taking, and to receive and retain any award for a Partial Taking.
19. INDEMNIFICATION. Tenant agrees to protect, indemnify, defend and save
harmless Landlord, its directors, officers, shareholders, agents and employees
from and against any and all foreseeable or unforeseeable liability, expense,
loss, cost, deficiency, fine, penalty or damage (including consequential or
punitive damages) of any kind or nature, including reasonable attorneys' fees,
from any suits, claims or demands, on account of any matter or thing, action or
failure to act arising out of or in connection with this Master Lease, the
Premises or the operations of Tenant on any portion of the Premises, including
(a) the breach by Tenant of any of its representations, warranties, covenants or
other obligations hereunder, (b) any Protest, (c) all known and unknown
Environmental Activities on any portion of the Premises, Hazardous Materials
Claims or violations by Tenant of a Hazardous Materials Law with respect to any
portion of the Premises, and (d) upon or following the Termination Date, the
correction of all deficiencies of a physical nature identified by, and any
liability assessed or asserted by, any governmental agency or Medicare or
Medicaid providers (but only to the extent Tenant was, or
9393.9 (NHP Portfolio Lease)
25
was required pursuant to applicable law to be, participating in the same as of
the termination date) as a result of or arising out of or in connection with
this Master Lease or the related change of ownership inspection and audit
(including any overpayment to any Medicare, Medicaid or other third-party
payor), except to the extent that Tenant is not responsible therefor pursuant to
Section 7.2. Upon receiving knowledge of any suit, claim or demand asserted by a
third party that Landlord believes is covered by this indemnity, it shall give
Tenant notice of the matter. If Landlord does not elect to defend the matter
with its own counsel at Tenant's expense, Tenant shall then defend Landlord at
Tenant's expense (including Landlord's reasonable attorneys' fees and costs)
with legal counsel satisfactory to Landlord
20. ATTORNEYS FEES; DISPUTES. If any party brings any action to interpret
or enforce this Master Lease, or for damages for any alleged breach, the
prevailing party shall be entitled to reasonable attorneys' fees and costs as
awarded by the court in addition to all other recovery, damages and costs. EACH
PARTY HEREBY WAIVES ANY RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER IN CONNECTION WITH ANY
MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS MASTER LEASE,
INCLUDING THE RELATIONSHIP OF THE PARTIES, TENANT'S USE AND OCCUPANCY OF ANY
PORTION OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE RELATING TO THE
FOREGOING OR THE ENFORCEMENT OF ANY REMEDY. All disputes arising under or
relating to this Master Lease shall be brought and litigated in the state and/or
federal courts in Orange County, California and all related appellate courts,
and Landlord and Tenant hereby consent to the jurisdiction of such courts.
21. NOTICES. All notices and demands, certificates, requests, consents,
approvals and other similar instruments under this Master Lease shall be in
writing and sent by personal delivery, U. S. certified or registered mail
(return receipt requested, postage prepaid) or FedEx or similar generally
recognized overnight carrier regularly providing proof of delivery, addressed as
follows:
If to Tenant: Alterra Healthcare Corporation
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to: ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
2700 International Tower
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
9393.9 (NHP Portfolio Lease)
26
If to Landlord: Nationwide Health Properties, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President and General Counsel
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to: ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
A party may designate a different address by notice as provided above. Any
notice or other instrument so delivered (whether accepted or refused) shall be
deemed to have been given and received on the date of delivery established by
U.S. Post Office return receipt or the carrier's proof of delivery or, if not so
delivered, on the day received (provided that such notice or instrument shall be
deemed received on the next succeeding business day if received after 5:00 p.m.
(local time)). Delivery to any officer, general partner or principal of a party
shall be deemed delivery to such party. Notice to any one co-Tenant shall be
deemed notice to all co-Tenants.
22. MISCELLANEOUS. Since each party has been represented by counsel and
this Master Lease has been freely and fairly negotiated, all provisions shall be
interpreted according to their fair meaning and shall not be strictly construed
against any party. While nothing contained in this Master Lease should be deemed
or construed to constitute an extension of credit by Landlord to Tenant, if a
portion of any payment made to Landlord is deemed to violate any applicable laws
regarding usury, such portion shall be held by Landlord to pay the future
obligations of Tenant as such obligations arise and if Tenant discharges and
performs all obligations hereunder, such funds will be reimbursed (without
interest) to Tenant on the Termination Date. If any part of this Master Lease
shall be determined to be invalid or unenforceable, the remainder shall
nevertheless continue in full force and effect. Time is of the essence, and
whenever action must be taken (including the giving of notice or the delivery of
documents) hereunder during a certain period of time or by a particular date
that ends or occurs on a Saturday, Sunday or federal holiday, then such period
or date shall be extended until the immediately following business day. Whenever
the words "including", "include" or "includes" are used in this Master Lease,
they shall be interpreted in a non-exclusive manner as though the words "without
limitation" immediately followed. Whenever the words day or days are used in
this Master Lease, they shall mean "calendar day" or "calendar days" unless
expressly provided to the contrary. The titles and headings in this Master Lease
are for convenience of reference only and shall not in any way affect the
meaning or construction of any provision. Unless otherwise expressly provided,
references to any "Section" mean a section of this Master Lease (including all
subsections), to any "Exhibit" or "Schedule" mean an exhibit or schedule
attached hereto, and references to "Medicare" or "Medicaid" include any
successor program. If more than one Person is Tenant hereunder, their liability
and obligations hereunder shall be joint and several. Promptly upon the request
of either party and at its expense, the parties shall prepare, enter into and
record a suitable short form memorandum of this Master Lease. This Master Lease
(a) together with the Agreement to Enter Into Master Lease, LC Agreement,
Memorandum of Understanding and all
9393.9 (NHP Portfolio Lease)
27
other documents or instruments executed as of the Effective Date in connection
therewith, contains the entire agreement of the parties as to the subject matter
hereof and supersedes all prior or contemporaneous verbal or written agreements
or understandings, (b) may be executed in several counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
document, (c) may only be amended by a writing executed by the parties, (d)
shall inure to the benefit of and be binding upon the successors and permitted
assigns of the parties, (e) shall be governed by and construed and enforced in
accordance with the internal laws of the State of California, without regard to
the conflict of laws rules thereof, provided that the law of the State in which
each Facility is located (each a "SITUS STATE") shall govern procedures for
enforcing, in the respective Situs State, provisional and other remedies
directly related to such Facility and related personal property as may be
required pursuant to the law of such Situs State, including without limitation
the appointment of a receiver; and, further provided that the law of the Situs
State also applies to the extent, but only to the extent, necessary to create,
perfect and foreclose the security interests and liens created under this Master
Lease, and (f) incorporates by this reference any Exhibits and Schedules
attached hereto.
23. MEDITRUST CAROLINA FACILITIES.
23.1 TENANT PURCHASE OPTION.
(a) Provided no Event of Default exists on the applicable Call
Exercise Date or the applicable closing date, Tenant shall have the option to
purchase each of the Meditrust Carolina Facilities by giving Landlord written
notice (a "CALL EXERCISE NOTICE") thereof on a date (the "CALL EXERCISE DATE")
that is at least thirty (30) days but no more than sixty (60) days prior to the
anticipated closing date for the consummation of such purchase. Landlord shall
not unreasonably withhold its consent to the extension or adjustment of the
dates set forth in the preceding sentence upon the prior written request of
Tenant. The purchase price shall be the applicable amount (the "MINIMUM
RESIDENCE PRICE") set forth on Schedule 6; provided, however, Landlord may, in
its sole discretion, agree to accept a purchase price that is less than the
Minimum Residence Price in connection with Tenant's concurrent arms-length sale
of the applicable Meditrust Carolina Facility to an unaffiliated third-party.
Within ten (10) days of Tenant's delivery of any Call Exercise Notice, the
parties shall sign the standard sale escrow instructions (the "SALE
INSTRUCTIONS") of a national title company (selected by Landlord) that are in
form and substance reasonably satisfactory to Landlord, which Sale Instructions
shall provide (i) for no representations or warranties, due diligence or other
contingencies in favor of Tenant; (ii) that Tenant shall deposit FIVE PERCENT
(5%) of the purchase price with the title company, which may be retained by
Landlord as liquidated damages solely for any breach by Tenant of the terms of
this Section 23.1 or the Sale Instructions (and which in no way shall liquidate
or limit Landlord's damages by reason of any other breach of this Master Lease);
(iii) that the escrow shall close on the date identified in the applicable Call
Exercise Notice, at which time Tenant shall pay the purchase price in cash and
Landlord shall deliver title to the applicable Meditrust Carolina Facility,
subject only to the applicable Permitted Exceptions; (iv) that Tenant shall pay
all transaction costs; (v) that Tenant may elect to cause the conveyance of the
applicable Meditrust Carolina Facility to be made by Landlord to a third party.
If Tenant fails to close the escrow for the purchase of any Meditrust Carolina
Facility for any reason other than a breach by Landlord, then no Event of
Default shall arise solely as a result of such failure, but the rights
9393.9 (NHP Portfolio Lease)
28
granted to Tenant under this Section 23.1 with respect only to such Meditrust
Carolina Facility shall automatically terminate and be of no further force or
effect.
(b) Any proceeds received by Tenant from the sale to any third party
of any Meditrust Carolina Facility, to the extent such proceeds are in excess of
the applicable Minimum Residence Purchase Price and Tenant's reasonable and
customary transaction costs from such sale, shall immediately be paid by Tenant
to Landlord upon Tenant's receipt thereof. In the event that the net sales
proceeds received by Landlord in connection with the sale (the "NET SALES
PROCEEDS") are less than the applicable Minimum Residence Price, the Security
Deposit allocable to the Meditrust Carolina Facility (as shown on Schedule 6
attached hereto) shall be applied and paid to Landlord to cover the shortfall up
to the applicable Minimum Residence Price (the "APPLIED SECURITY DEPOSIT"). Any
portion of the allocable Security Deposit not so applied (the "RETAINED SECURITY
DEPOSIT") shall continue to be held by Landlord as a portion of the Security
Deposit required under this Lease. In the event that the Net Sales Proceeds from
any subsequent sale of a Meditrust Carolina Facility are less than the
applicable Minimum Residence Price, the Security Deposit allocable to such
Meditrust Carolina Facility (as shown on Schedule 6 attached hereto), together
with the Retained Security Deposit, if any, shall be applied and paid to
Landlord to cover the shortfall up to the applicable Minimum Residence Price.
Following the sale of the last Meditrust Carolina Facility, any Retained
Security Deposit not applied to the payment of the Minimum Residence Price shall
be promptly returned to Tenant.
(c) The purchase option granted to Tenant pursuant to this Section
23.1 shall automatically terminate and be of no further force or effect with
respect to each Meditrust Carolina Facility for which Tenant has not then duly
given a Call Exercise Notice on the date that is one (1) year from the Effective
Date.
23.2 ADJUSTMENT TO MINIMUM RENT, LANDLORD'S INVESTMENT AND SECURITY
DEPOSIT. Concurrently with the closing of any sale of any Meditrust Carolina
Facility pursuant to Section 23.1, (a) the Minimum Rent shall be reduced by the
product of (i) the lesser of (x) the Net Sales Proceeds, Applied Security
Deposit and Retained Security Deposit received by Landlord in connection with
the sale, or (y) the applicable Minimum Residence Price, and (ii) seventeen and
ninety-five one-hundredths percent (17.95%); (b) Landlord's Investment shall be
reduced by the amount of the Net Sales Proceeds, Applied Security Deposit and
Retained Security Deposit received by Landlord in connection with the sale;
provided, however, such amount shall not exceed the Minimum Residence Price; and
(c) the Security Deposit and Collateral Amount shall be reduced by the amount of
the Applied Security Deposit and Retained Security Deposit received by Landlord
in connection with the sale. Upon the sale of the last Meditrust Carolina
Facility, the Security Deposit and Collateral Amount shall be further reduced by
the amount of the Retained Security Deposit subsequently due to Tenant pursuant
to Section 23.1(b) above, if any.
24. QUIET ENJOYMENT. So long as no Event of Default exists, Landlord
covenants and agrees that Tenant shall peaceably and quietly have, hold and
enjoy the Premises for the Term free from claims by, through or under Landlord,
subject to all of the provisions of this Master Lease.
9393.9 (NHP Portfolio Lease)
29
25. NO PERSONAL LIABILITY OF TRUSTEE. It is expressly understood and
agreed by the parties hereto that (a) this Lease is executed and delivered by
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "TRUSTEE") not individually or personally, but solely as
trustee of MLD Delaware Trust pursuant to that certain Trust Agreement for MLD
Delaware Trust dated as of March 11, 1998, by and between Nationwide Health
Properties, Inc., a Maryland corporation, as owner, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as
trustee, as amended from time to time (as amended, the "TRUST"), in the exercise
of the powers and authority conferred and vested in Trustee; (b) each of the
representations, undertakings and agreements herein made on the part of the
Trust is made and intended not as a personal representation, undertaking or
agreement by Trustee, but is made and intended for the purpose of binding only
the Trust; (c) nothing herein contained shall be construed as creating any
liability on Trustee, individually or personally, to perform any covenant
(either express or implied) herein, all such liability, if any being expressly
waived by Tenant and by any person claiming by, through or under Tenant; and (d)
under no circumstances shall Trustee be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Trust under this Lease.
26. JOINDER OF EXCLUDED FACILITIES.
26.1 JOINDER OF FACILITIES. As of the Effective Date, Landlord and
Tenant have not obtained all necessary consents and approvals from the Oregon
Housing and Community Development, Wild West Post No. 91 Veterans of Foreign
Wars and Federal National Mortgage Association (the "CONSENTS") required for
inclusion of the Excluded Facilities in this Master Lease. Landlord and Tenant
acknowledge and agreed that the Excluded Facilities would have been included in
this Master Lease if such Consents were available as of the Effective Date.
Accordingly, Landlord and Tenant hereby agree that promptly following receipt of
the Consents with respect to any of the Excluded Facilities, (i) such Excluded
Facility shall be added to and become a part of the Premises hereunder, and (ii)
Landlord and Tenant shall execute a joinder to this Master Lease in the form of
Exhibit G to evidence the addition of such Excluded Facility to the Premises
pursuant to this Section 26.
26.2 ADJUSTMENT TO MINIMUM RENT, LANDLORD'S INVESTMENT AND SECURITY
DEPOSIT. Concurrently with the joinder of any Excluded Facility pursuant to
Section 26.1, (a) the Minimum Rent shall be increased by the Minimum Rent
allocated to the applicable Excluded Facility as set forth on Schedule 7
attached hereto; (b) Landlord's Investment shall be increased by the amount
allocated for Landlord's Investment with respect to the applicable Excluded
Facility as set forth on Schedule 7 attached hereto; and (c) the Security
Deposit and Collateral Amount shall be increased by the amount allocated for the
Security Deposit with respect to the applicable Excluded Facility as set forth
on Schedule 7 attached hereto.
27. ADVISORY FEE. Upon the sale of the Meditrust Carolina Facilities
pursuant to Section 23 above, Tenant's request, Landlord shall pay to Tenant the
amount of TWO HUNDRED NINETY-TWO THOUSAND SEVEN HUNDRED SEVENTY-EIGHT DOLLARS
($292,778) (the "ADVISORY FEE") to be paid by Tenant to certain of its
professional advisors for services rendered in connection with acquisition of
the Carolina Facilities and this Master Lease. In the event less than all of the
Meditrust Carolina Facilities are sold at any one time, the amount then payable
by Landlord with respect to such Meditrust Carolina Facility(ies) sold shall be
equal to the product of (a) the
9393.9 (NHP Portfolio Lease)
30
Advisory Fee, and (b) a fraction, the numerator of which is the sum of the
Minimum Residence Price allocable to such Meditrust Carolina Facility(ies) on
Schedule 6 attached hereto, and the denominator of which is $17,395,000. Any
portion of the Advisory Fee disbursed to Tenant shall be utilized by Tenant only
for the purposes described in this Section 27. Landlord assumes, and shall have,
no liability or obligation to any Person other than Tenant for the payment of
the sums described in this Section 27.
[SIGNATURE PAGES TO FOLLOW]
9393.9 (NHP Portfolio Lease)
31
IN WITNESS WHEREOF, this Master Lease has been executed by Landlord and
Tenant as of the Effective Date.
TENANT:
ALTERRA HEALTHCARE CORPORATION,
a Delaware corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
Title: Senior vice President
----------------------------------
Witness: /s/ ▇.▇. ▇▇▇▇▇▇ Witness: /s/ Illegible
-------------------- ------------------
LANDLORD:
NATIONWIDE HEALTH PROPERTIES, INC.,
a Maryland corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and General Counsel
Witness: /s/ Illegible Witness: /s/ Illegible
------------------------- -----------------
9393 (NHP Portfolio Lease)
▇-▇
▇▇ ▇▇▇▇▇ PROPERTIES LIMITED PARTNERSHIP,
a Texas limited partnership
By: MLD TEXAS CORPORATION,
a Texas corporation,
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and General Counsel
Witness: /s/ Illegible Witness: /s/ Illegible
---------------------- ----------------------
NHP SILVERWOOD INVESTMENTS, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and General Counsel
Witness: /s/ Illegible Witness: /s/ Illegible
---------------------- ----------------------
NHP WESTWOOD INVESTMENTS, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and General Counsel
Witness: /s/ Illegible Witness: /s/ Illegible
---------------------- ----------------------
9393 (NHP Portfolio Lease)
S-2
MLD DELAWARE TRUST,
a Delaware business trust
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, not in his individual
capacity, but solely as Trustee
Witness: /s/ Illegible Witness: /s/ Illegible
---------------------- ----------------------
MLD PROPERTIES, LLC,
a Delaware limited liability company
BY: MLD PROPERTIES, INC.,
a Delaware corporation,
its Sole Member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and General Counsel
Witness: /s/ Illegible Witness: /s/ Illegible
---------------------- ----------------------
9393 (NHP Portfolio Lease)
S-3
EXHIBIT A
LEGAL DESCRIPTIONS
See attached;
includes all improvements thereon and all appurtenances thereto.
9393.9 (NHP Portfolio Lease)
▇-▇
▇▇▇▇▇▇▇ ▇-▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE STATE OF COLORADO, COUNTY OF
ARAPAHOE, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL A:
▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SUBDIVISION FILING ▇▇. ▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇.
PARCEL B:
AN EASEMENT FOR PRIVATE DRIVE, UTILITIES AND FIRE LANE CREATED BY INSTRUMENT
RECORDED MAY 17, 1979 IN BOOK 2993 AT PAGE 368 OVER THE WEST 30 FEET OF ▇▇▇ ▇,
▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇ ▇▇▇▇ 16.60 FEET OF ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
SUBDIVISION FILING ▇▇. ▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇.
PARCEL C:
▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SUBDIVISION FILING ▇▇. ▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇.
▇▇▇▇.▇ (NHP Portfolio Lease)
EXHIBIT A-2
The Atrium
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE STATE OF COLORADO, COUNTY OF
BOULDER, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ OF COLORADO.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-3
Ridge Point Assisted Living Inn
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE STATE OF COLORADO, COUNTY OF
BOULDER, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ OF COLORADO.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-4
Sterling House of Denton
ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED THE ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ SURVEY, ABSTRACT 31, CITY OF ▇▇▇▇▇▇, ▇▇▇▇▇▇ COUNTY, TEXAS AND BEING
PART OF THE SECOND TRACT AS DESCRIBED IN A DEED FROM RAYZOR INVESTMENT COMPANY
TO BARWORTH CORPORATION, ON THE 24TH DAY OF JULY, 1978, RECORDED IN VOLUME 907,
PAGE ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ AND BEING ALL OF ▇▇▇ ▇, ▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇ ADDITION, AN ADDITION TO THE CITY OF ▇▇▇▇▇▇ AS SHOWN BY THE PLAT THEREOF
RECORDED IN CABINET K, PAGE ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, AND BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A FOUND IRON PIN ON THE WEST RIGHT OF WAY OF ▇▇▇▇▇▇ DRIVE, SAID
IRON PIN BEING AT THE NORTHEAST ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ADDITION,
AN ADDITION TO THE CITY OF ▇▇▇▇▇▇ AS SHOWN BY THE CORRECTION PLAT RECORDED IN
CABINET F, PAGE ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇.
THENCE NORTH 88 DEGREES 38 MINUTES 35 SECONDS WEST WITH THE NORTH LINE OF SAID
MEADOW RIDGE ADDITION, A DISTANCE OF 394.95 FEET TO AN IRON PIN FOUND AT A X-TIE
FENCE CORNER POST AT THE NORTHWEST CORNER OF ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ADDITION;
THENCE NORTH 88 DEGREES 27 MINUTES 56 SECONDS WEST WITH THE SOUTH LINE OF SAID
BARWORTH TRACT AND THE NORTH LINE OF A TRACT DESCRIBED IN A DEED TO THE CITY OF
▇▇▇▇▇▇, RECORDED IN VOLUME 3418, PAGE 118, REAL PROPERTY RECORDS OF ▇▇▇▇▇▇
COUNTY, TEXAS, ALONG AND NEAR AN OLD FENCE LINE, A DISTANCE OF 698.04 FEET TO AN
IRON PIN SET AT THE SOUTHEAST CORNER OF TRACT III, AS DESCRIBED IN A DEED FROM
THE DENTON INDEPENDENT SCHOOL DISTRICT TO THE CITY OF DENTON, TEXAS, RECORDED IN
VOLUME 700, PAGE ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇;
THENCE WITH A CURVE TO THE LEFT ON THE EAST LINE OF SAID TRACT III, OF SAID CITY
OF ▇▇▇▇▇▇ TRACT, SAID CURVE HAVING A CENTRAL ANGLE OF 06 DEGREES 34 MINUTES 53
SECONDS, A RADIUS OF 2293.0 FEET, A CHORD OF NORTH 10 DEGREES 30 MINUTES 17
SECONDS EAST 263.25 FEET, AN ARC LENGTH OF 263.39 FEET TO AN IRON PIN SET FOR
CORNER;
THENCE SOUTH 88 DEGREES 31 MINUTES 47 SECONDS EAST A DISTANCE OF 1048.62 FEET TO
AN IRON PIN SET FOR CORNER ON THE WEST LINE OF ▇▇▇▇▇▇ DRIVE;
9393.9 (NHP Portfolio Lease)
THENCE SOUTH 00 DEGREES 48 MINUTES 07 SECONDS WEST WITH THE WEST LINE OF ▇▇▇▇▇▇
DRIVE, A DISTANCE OF 260.00 FEET TO THE POINT OF BEGINNING AND CONTAINING IN ALL
278,152 SQUARE FEET OR 6.3855 ACRES OF LAND.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-5
Sterling House of Paris
SITUATED WITHIN THE CORPORATE LIMITS OF THE CITY OF PARIS, COUNTY OF ▇▇▇▇▇, AND
STATE OF TEXAS, A PART OF THE ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SURVEY #786, AND BEING A CALLED
2.619 ACRE TRACT OF LAND CONVEYED STERLING HOUSE CORPORATION, A KANSAS
CORPORATION, BY DEED RECORDED IN VOL. 575, PAGE 53, OF THE REAL PROPERTY RECORDS
OF SAID COUNTY AND STATE.
BEGINNING AT AN IRON PIN (F) FOR CORNER AT THE NORTHWEST CORNER OF SAID 2.619
ACRE TRACT,
THENCE SOUTH 60 DEG. 06 MIN. 48 SEC. EAST ALONG A FENCE A DISTANCE OF 320 FT. TO
AN IRON PIN (F) FOR CORNER AT THE NORTHEAST CORNER OF SAID 2.619 ACRE TRACT;
THENCE SOUTH 29 DEG. 53 MIN. 14 SEC. WEST AT 303.12 FT. PASSING AN IRON PIN (F),
AND CONTINUING ON A TOTAL DISTANCE OF 348.12 FT. TO THE SOUTHEAST CORNER OF SAID
2.619 ACRE TRACT, SAID POINT BEING IN A LAKE, SAID POINT BEING IN THE NORTH
BOUNDARY LINE OF ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ #1, SAID ADDITION BEING
RECORDED IN ENVELOPE 321-C, PLAT RECORDS OF SAID COUNTY AND STATE;
THENCE NORTH 56 DEG. 59 MIN. 26 SEC. WEST AT 45 FT. PASSING AN IRON PIN (F), AND
CONTINUING ON A TOTAL DISTANCE OF 349.67 FT. TO AN IRON PIN (F) FOR CORNER AT
THE SOUTHWEST CORNER OF SAID 2.619 ACRE TRACT, SAID POINT BEING THE ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇, ▇▇▇▇▇ "▇", ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ #1;
THENCE ALONG THE EAST BOUNDARY LINE OF STILLHOUSE ROAD AS FOLLOWS: NORTH 26 DEG.
32 MIN. 44 SEC. EAST A DISTANCE OF 27.45 FT. TO AN IRON PIN (F); NORTH 35 DEG.
42 MIN. 32 SEC. EAST A DISTANCE OF 303.23 FT. TO THE PLACE OF BEGINNING AND
CONTAINING 2.619 ACRES OF LAND OR 114,086.67 SQ. FT. OF LAND.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-6
Sterling House of Ennis
BEING 2.164 ACRES OF LAND LOCATED IN THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SURVEY, ABSTRACT NO.
382 AND THE ▇.▇. ▇▇▇▇▇▇ SURVEY, ABSTRACT NO. 55; CITY OF ▇▇▇▇▇, ▇▇▇▇▇ COUNTY,
TEXAS BEING ALL THAT CERTAIN TRACT OF LAND CONVEYED TO STERLING HOUSE
CORPORATION ACCORDING TO THE DEED RECORDED IN VOLUME 1220, PAGE 803 OF THE DEED
RECORDS OF ▇▇▇▇▇ COUNTY, TEXAS AND MORE PARTICULARLY DESCRIBED BY METES AND
BOUNDS AS FOLLOWS:
BEGINNING AT A 1/2-INCH IRON ROD SET AT THE NORTHEAST CORNER OF SAID STERLING
HOUSE TRACT BEING THE SOUTHEAST CORNER OF THAT CERTAIN TRACT OF LAND CONVEYED TO
WILLOWS APARTMENTS, L.P. ACCORDING TO THE DEED RECORDED IN VOLUME 1216, PAGE 518
OF THE DEED RECORDS OF ▇▇▇▇▇ COUNTY, TEXAS AND LYING IN THE WESTERLY
RIGHT-OF-WAY LINE OF YORKSTOWN DRIVE (A 60-FOOT-WIDE RIGHT-OF-WAY);
THENCE ALONG THE EAST BOUNDARY LINE OF SAID STERLING HOUSE TRACT WITH THE SAID
WESTERLY RIGHT-OF-WAY LINE OF YORKSTOWN DRIVE AS FOLLOWS:
SOUTHEASTERLY, 286.47 FEET ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF
820.69 FEET A CENTRAL ANGLE OF 20 degrees 00' 00" AND A CHORD BEARING S 20
degrees 40' 00" E, 285.02 FEET TO AN `X' CUT IN CONCRETE DRIVE AT THE END
OF SAID CURVE;
S 10 degrees 40' 00" E, 92.53 FEET TO A 1/2-INCH IRON ROD SET AT THE
SOUTHEAST CORNER OF SAID STERLING HOUSE TRACT;
THENCE S 87 degrees 03' 14" W, 320.00 FEET ALONG THE SOUTH BOUNDARY LINE OF SAID
STERLING HOUSE TRACT TO A RAILROAD SPIKE FOUND AT THE SOUTHWEST CORNER THEREOF;
THENCE N 09 degrees 00' 00" W., 261.09 FEET ALONG THE WEST BOUNDARY LINE OF SAID
STERLING HOUSE TRACT TO A RAILROAD SPIKE FOUND AT THE NORTHWEST CORNER THEREOF
LYING IN THE SOUTH BOUNDARY LINE OF AFORESAID WILLOWS APARTMENTS TRACT;
THENCE ALONG THE NORTH BOUNDARY LINE OF SAID STERLING HOUSE TRACT WITH A SOUTH
BOUNDARY OF SAID WILLOWS APARTMENTS TRACT AS FOLLOWS:
9393.9 (NHP Portfolio Lease)
NORTHEASTERLY, 130.96 FEET ALONG THE CURVE TO THE LEFT HAVING A RADIUS OF 355.45
FEET A CENTRAL ANGLE OF 21 degrees 06' 35" AND A CHORD BEARING N 69 degrees 53'
17" E, 130.22 FEET TO A 1/2-INCH IRON ROD FOUND AT THE END OF SAID CURVE;
N 59 degrees 20' 00" E, 140.00 FEET TO THE PLACE OF BEGINNING, CONTAINING 2.164
ACRES (94,246 SQUARE FEET) OF LAND.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-7
Sterling House of Corsicana
TRACT I
BEING 2.603 ACRES OF LAND LOCATED IN THE ▇. ▇▇▇▇▇ SURVEY, ABSTRACT NO. 335,
▇▇▇▇▇▇▇ COUNTY, TEXAS AND BEING ALL OF LOT 2R, BLOCK 803 A, COLLEGE HEIGHTS
ADDITION TO THE CITY OF CORSICANA, TEXAS ACCORDING TO THE PLAT RECORDED IN
VOLUME 6, PAGE 373-B OF THE PLAT RECORDS OF ▇▇▇▇▇▇▇ COUNTY, TEXAS AND BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 1/2-INCH IRON ROD SET AT THE MOST WESTERLY CORNER OF THE SAID LOT
2R, LYING IN THE SOUTHEAST RIGHT-OF-WAY LINE OF WEST 7TH AVENUE (STATE HIGHWAY
NO. 31, A VARIABLE WIDTH RIGHT-OF-WAY),
THENCE N 53 degrees 20' 00" E, 302.61 FEET ALONG THE SAID SOUTHEAST RIGHT-OF-WAY
LINE OF SAID WEST 7TH AVENUE WITH THE NORTHWEST BOUNDARY LINE OF SAID LOT 2R TO
A 1/2-INCH IRON ROD SET AT THE MOST NORTHERLY CORNER THEREOF,
THENCE S 29 degrees 59' 09" E, 392.70 FEET ALONG THE NORTHEAST BOUNDARY LINE OF
SAID LOT 2R TO A 1/2-INCH IRON ROD SET AT THE MOST EASTERLY CORNER THEREOF LYING
IN THE NORTHWEST RIGHT-OF-WAY LINE OF WEST 8TH AVENUE,
THENCE S 59 degrees 10' 05" W, 300.50 FEET ALONG THE SAID ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇-▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ WITH THE SOUTHEAST BOUNDARY LINE OF SAID LOT 2R TO A
1/2-INCH IRON ROD SET AT THE MOST SOUTHERLY CORNER THEREOF,
THENCE N 30 degrees 00' 00" W, 361.93 FEET ALONG THE SOUTHWEST BOUNDARY LINE OF
SAID LOT 2R TO THE PLACE OF BEGINNING, CONTAINING 2.603 ACRES (113,389 SQUARE
FEET) OF LAND.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-8
Sterling House of Mansfield
BEING 1.722 ACRES OF LAND LOCATED IN THE ▇▇▇▇▇ ▇▇▇▇▇▇▇ SURVEY, ABSTRACT NO. 998,
CITY OF MANSFIELD, TARRANT COUNTY, TEXAS AND BEING ALL OF ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇
▇▇▇▇▇ CONNECTION AN ADDITION TO THE CITY OF MANSFIELD, TEXAS ACCORDING TO THE
PLAT RECORDED IN CABINET A, SLIDE 2897 OF THE PLAT RECORDS OF TARRANT COUNTY,
TEXAS AND MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT AN "X" CUT IN CONCRETE WALK SET AT THE SOUTHWEST CORNER OF SAID LOT
1 LYING IN THE NORTHEAST BOUNDARY LINE OF ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ FIRE
DEPARTMENT SUB-STATION, AN ADDITION TO THE CITY OF MANSFIELD, TEXAS ACCORDING TO
THE PLAT RECORDED IN VOLUME 388-203, PAGE 23 OF THE PLAT RECORDS OF TARRANT
COUNTY, TEXAS AND LYING IN THE NORTHWEST RIGHT-OF-WAY LINE OF COUNTRY CLUB DRIVE
(A 90-FOOT WIDE RIGHT-OF-WAY);
THENCE NORTH 29 DEGREES 51 MINUTES 29 SECONDS WEST, AT 243.74 FEET PASSING A
5/8-INCH IRON ROD FOUND AT THE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ FIRE
DEPARTMENT SUB-STATION AND CONTINUING IN ALL A TOTAL DISTANCE OF 300.00 FEET
ALONG THE SOUTHWEST BOUNDARY LINE OF SAID ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇
CONNECTION TO A 1/2 -INCH IRON ROD SET AT THE NORTHWEST CORNER THEREOF;
THENCE NORTH 60 DEGREES 08 MINUTES 09 SECONDS EAST, 250.00 FEET ALONG THE
NORTHWEST BOUNDARY LINE OF SAID ▇▇▇ ▇, ▇▇▇▇▇ ▇ ▇▇ ▇ ▇/▇-▇▇▇▇ ▇▇▇▇ ▇▇▇ SET AT THE
NORTHEAST CORNER THEREOF;
THENCE SOUTH 29 DEGREES 51 MINUTES 29 SECONDS EAST, 300.11 FEET ALONG THE
NORTHEAST BOUNDARY LINE OF SAID ▇▇▇ ▇, ▇▇▇▇▇ ▇ TO AN "X" CUT IN CONCRETE WALK
SET IN THE AFORESAID NORTHWEST RIGHT-OF-WAY LINE OF COUNTRY CLUB DRIVE;
THENCE ALONG THE SOUTHEAST BOUNDARY LINE OF SAID ▇▇▇ ▇, ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ RIGHT-OF-WAY LINE OF COUNTRY CLUB DRIVE AS FOLLOWS:
SOUTH 60 DEGREES 17 MINUTES 37 SECONDS WEST, 38.14 FEET TO AN "X" CUT IN
CONCRETE DRIVEWAY SET;
SOUTH 60 DEGREES 08 MINUTES 09 SECONDS WEST, 211.86 FEET TO THE PLACE OF
BEGINNING, CONTAINING 1.722 ACRE (75,003 SQUARE FEET) OF LAND.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-9
Sterling House of Richland Hills
BEING 2.592 ACRES OF LAND LOCATED IN THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SURVEY, ABSTRACT ▇▇.
▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, AND BEING ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇ ▇, ▇▇▇▇▇ 1, STERLING ADDITION TO ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇,
ACCORDING TO THE PLAT RECORDED IN CABINET A, SLIDE 3286 OF THE PLAT RECORDS OF
TARRANT COUNTY, TEXAS, AND MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS:
BEGINNING AT A 1/2-INCH ROD SET AT THE NORTHEAST CORNER OF SAID LOT 1 BEING THE
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ HILLS ADDITION TO ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ACCORDING TO THE PLAT RECORDED IN VOLUME 388-Q, PAGE 479
OF THE PLAT RECORDS OF TARRANT COUNTY, TEXAS, LYING IN THE SOUTH RIGHT-OF-WAY
LINE OF GLENVIEW DRIVE (A VARIABLE WIDTH RIGHT-OF-WAY) AND LYING N 89 degrees
55' 45" W, 141.00 FEET ALONG SAID RIGHT-OF-WAY LINE FROM ITS INTERSECTION WITH
THE WEST RIGHT-OF-WAY LINE OF OXLEY DRIVE (A 50-FOOT-WIDE RIGHT-OF-WAY);
THENCE S 00 degrees 05' 00" W, 334.37 FEET ALONG THE WEST BOUNDARY LINE OF SAID
BLOCK 64 WITH THE EAST BOUNDARY LINE OF SAID LOT 1 TO A POINT IN THE WEST
BOUNDARY LINE OF ▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇;
THENCE N 89 degrees 59' 01" W, 337.25 FEET DEPARTING SAID BOUNDARY LINE TO A
POINT IN THE WEST BOUNDARY LINE OF SAID LOT 1 LYING IN THE EAST BOUNDARY LINE OF
THAT CERTAIN TRACT OF LAND CONVEYED TO BIRDVILLE INDEPENDENT SCHOOL DISTRICT
ACCORDING TO THE DEED RECORDED IN VOLUME 2651, PAGE 555 OF THE DEED RECORDS OF
TARRANT COUNTY, TEXAS;
THENCE N 00 degrees 00' 39" W, 334.69 FEET ALONG THE WEST BOUNDARY LINE OF SAID
LOT 1 TO A 1/2-INCH IRON ROD SET AT THE NORTHWEST CORNER THEREOF LYING IN THE
SAID SOUTH RIGHT-OF-WAY LINE OF GLENVIEW DRIVE;
THENCE S 89 degrees 55' 45" E, 337.80 FEET ALONG THE NORTH BOUNDARY LINE OF SAID
LOT 1 WITH THE SAID SOUTH RIGHT-OF-WAY LINE OF GLENVIEW DRIVE TO THE PLACE OF
BEGINNING, CONTAINING 2.592 ACRES (112,913 SQUARE FEET) OF LAND.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-10
Sterling House of Oklahoma City
A TRACT OF LAND LYING IN THE SOUTHWEST QUARTER (SW/4) OF SECTION TWENTY (20),
TOWNSHIP THIRTEEN (13) NORTH, RANGE FOUR (4) WEST OF THE INDIAN MERIDIAN,
OKLAHOMA COUNTY, OKLAHOMA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT 50.00 FEET NORTH 00 degrees 03'35" EAST FROM THE SOUTHEAST
CORNER OF SAID SW/4; THENCE NORTH 89 degrees 19'11" WEST A DISTANCE OF 300.00
FEET; THENCE NORTH 00 degrees 03'35" EAST A DISTANCE OF 290.00 FEET; THENCE
SOUTH 89 degrees 19'11" EAST A DISTANCE OF 300.00 FEET; THENCE SOUTH 00 degrees
03'35" WEST A DISTANCE OF 290.00 FEET TO THE POINT OR PLACE OF BEGINNING.
TRACT B:
A TRACT OF LAND LYING IN THE SOUTHWEST QUARTER (SW/4) OF SECTION TWENTY (20),
TOWNSHIP THIRTEEN (13) NORTH, RANGE FOUR (4) WEST OF THE INDIAN MERIDIAN,
OKLAHOMA COUNTY, OKLAHOMA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID SW/4; THENCE NORTH 89 degrees 19'11"
WEST A DISTANCE OF 300.00 FEET; THENCE NORTH 00 degrees 03'35" EAST A DISTANCE
OF 50.00 FEET; THENCE SOUTH 89 degrees 19'11" EAST A DISTANCE OF 300.00 FEET;
THENCE SOUTH 00 degrees 03'35" WEST A DISTANCE OF 50.00 FEET TO THE POINT OR
PLACE OF BEGINNING.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-11
Sterling House of Broken Arrow
LOT ONE (1), BLOCK ONE (1), STERLING HEIGHTS 1ST ADDITION, TULSA COUNTY,
OKLAHOMA, ACCORDING TO THE RECORDED PLAT THEREOF.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-12
Sterling House of ▇▇▇▇▇▇ ▇▇
ALL OF BLOCK FIVE (5), GEORGETOWN ADDITION TO THE CITY OF SALINA, SALINE COUNTY,
KANSAS, LESS THE NORTH ONE HUNDRED TWENTY (120) FEET THEREOF, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID BLOCK FIVE (5);
THENCE ON AN ASSUMED BEARING OF S 90 degrees 00' 00" WEST A DISTANCE OF TWO
HUNDRED SIXTY-FIVE AND THIRTY ONE HUNDREDTHS (265.31) FEET TO THE SOUTHWEST
CORNER OF SAID BLOCK FIVE (5);
THENCE N 00 degrees 45' 50" E ALONG THE WEST LINE OF SAID BLOCK FIVE (5) A
DISTANCE OF THREE HUNDRED TWENTY-TWO AND FIFTY-FIVE HUNDREDTHS (322.55) FEET TO
A POINT ONE HUNDRED TWENTY (120) FEET SOUTH OF THE NORTH LINE OF SAID BLOCK FIVE
(5);
THENCE S 89 degrees 53' 25" E PARALLEL TO THE SAID NORTH LINE OF SAID BLOCK FIVE
(5) A DISTANCE OF THREE HUNDRED SEVENTY-TWO AND THIRTY-EIGHT HUNDREDTHS (372.38)
FEET TO A POINT ON THE EAST LINE OF SAID BLOCK FIVE (5);
THENCE ON A NON-TANGENT CURVE TO THE LEFT WITH A RADIUS OF FIVE HUNDRED TWENTY
AND NINETY-EIGHT HUNDREDTHS (520.98) FEET, AN ARC LENGTH OF THREE HUNDRED
FORTY-SIX AND NINETY-ONE HUNDREDTHS (346.91) FEET AND A CHORD BEARING S 19
degrees 05' 24" W TO THE POINT OF BEGINNING. CONTAINING 2.21 ACRES OR 96,248.4
SQ. FT. MORE OR LESS.
9393.9 (NHP Portfolio Lease)
EXHIBIT ▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
BEING 2.337 ACRES OF LAND LOCATED IN THE AZARIAH BRACKENE SURVEY, ABSTRACT NO.
12, ▇▇▇▇▇▇ COUNTY, TEXAS AND BEING ALL OF LOT R-1, BLOCK 1 STERLING ADDITION TO
THE CITY OF WEATHERFORD, TEXAS ACCORDING TO THE PLAT RECORDED IN CABINET B,
SLIDE 203 OF THE PLAT RECORDS OF ▇▇▇▇▇▇ COUNTY, TEXAS AND MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT 1/2 INCH IRON ROD SET AT THE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇-▇ LYING
IN THE WEST RIGHT-OF-WAY LINE OF ▇▇▇▇▇ STREET (A 50-FOOT-WIDE RIGHT-OF-WAY);
THENCE SOUTH, 318.39 FEET ALONG THE EAST BOUNDARY LINE OF SAID LOT R-1 WITH THE
SAID WEST RIGHT-OF-WAY LINE OF ▇▇▇▇▇ STREET TO A 1/2 INCH IRON ROD SET AT THE
SOUTHEAST CORNER OF SAID LOT R-1, BEING THE MOST EASTERLY ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇ ▇-▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇;
THENCE ALONG THE COMMON BOUNDARY LINE BETWEEN SAID LOTS R-1 AND R-2 AS FOLLOWS:
SOUTH 89 DEGREES 06 MINUTES 44 SECONDS WEST, 317.27 FEET TO A 1/2 INCH IRON ROD
SET AT THE SOUTHWEST CORNER OF SAID LOT R-1;
THENCE NORTH 00 DEGREES 53 MINUTES 16 SECONDS WEST, 318.36 FEET TO A 1/2 INCH
IRON ROD SET AT THE NORTHWEST CORNER OF AFORESAID LOT R-1;
THENCE NORTH 89 DEGREES 06 MINUTES 44 SECONDS EAST, 322.21 FEET ALONG THE NORTH
BOUNDARY LINE OF SAID LOT R-1 TO THE PLACE OF BEGINNING, CONTAINING 2.337 ACRES
(101,791 SQUARE FEET) OF LAND.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-14
Sterling House of Lewisville
BEING 1.981 ACRES OF LAND LOCATED IN THE ▇. ▇. ▇▇▇▇▇ SURVEY, ABSTRACT NO. 39,
▇▇▇▇▇▇ COUNTY, TEXAS AND ALL ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ADDITION, TO THE
CITY OF LEWISVILLE, TEXAS ACCORDING TO THE PLAT RECORDED IN CABINET M, PAGE ▇▇▇
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ AND MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 1/2-INCH IRON ROD FOUND AT THE SOUTHWEST CORNER OF SAID LOT 2B1
BEING THE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ADDITION TO THE CITY
OF LEWISVILLE, TEXAS ACCORDING TO THE PLAT RECORDED IN CABINET E, PAGE ▇▇▇ ▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, LYING IN THE EAST RIGHT-OF-WAY LINE OF
GARDEN RIDGE BOULEVARD (A 195-FOOT-WIDTH RIGHT-OF-WAY AT THIS POINT);
THENCE NORTH 00 DEGREES 47 MINUTES 30 SECONDS WEST, 250.00 FEET ALONG THE SAID
EAST RIGHT-OF-WAY LINE OF GARDEN RIDGE BOULEVARD WITH THE WEST BOUNDARY LINE OF
SAID LOT 2B1, TO A 1/2-INCH IRON ROD SET AT THE NORTHWEST CORNER THEREOF, BEING
THE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇;
THENCE NORTH 89 DEGREES 12 MINUTES 30 SECONDS EAST, 342.81 FEET, ALONG THE
COMMON BOUNDARY LINE BETWEEN SAID LOTS 2B1 AND 2B2, TO A 1/2-INCH IRON ROD SET
AT THE NORTHEAST CORNER OF SAID LOT 2B1, BEING THE WEST BOUNDARY LINE OF ▇▇▇ ▇▇,
▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ADDITION TO THE CITY OF LEWISVILLE, TEXAS ACCORDING
TO THE PLAT RECORDED IN CABINET M, PAGE ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇;
THENCE SOUTH 00 DEGREES 47 MINUTES 30 SECONDS EAST, 253.30 FEET ALONG THE COMMON
BOUNDARY LINE BETWEEN SAID LOTS 2A AND 2B1 TO A 1/2-INCH IRON ROD FOUND AT THE
SOUTHEAST CORNER OF SAID LOT 2B1 LYING IN THE NORTH BOUNDARY LINE OF AFORESAID
LOT 1;
THENCE SOUTH 89 DEGREES 45 MINUTES 34 SECONDS WEST, 342.82 FEET ALONG THE COMMON
BOUNDARY LINE BETWEEN SAID LOTS 1 AND 2B1 TO THE PLACE OF BEGINNING, CONTAINING
1.981 ACRES (86,268 SQUARE FEET) OF LAND.
9393.9 (NHP Portfolio Lease)
EXHIBIT ▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ ADDITION P.U.D. BEING PART OF THE NE 1/4 OF SECTION 8,
TOWNSHIP 1 SOUTH RANGE ▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇.▇., ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇.
▇▇▇▇.▇ (NHP Portfolio Lease)
EXHIBIT A-16
Sterling House of ▇▇▇▇▇▇▇▇
A PORTION OF PARCEL FOUR OF MAP OF DEDICATION MISSION PARK RANCH, BOOK 321 OF
MAPS, PAGE 33, RECORDS OF MARICOPA COUNTY, ARIZONA BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ 5 EAST
OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA;
THENCE NORTH 88 DEGREES 07 MINUTES 11 SECONDS EAST ALONG THE SOUTH LINE OF THE
SOUTHWEST QUARTER OF SAID SECTION 19, AND THE MONUMENT LINE OF RAY ROAD, A
DISTANCE OF 903.92 FEET;
THENCE NORTH 01 DEGREES 52 MINUTES 49 SECONDS WEST A DISTANCE OF 65.00 FEET TO A
POINT ON THE SOUTH LINE OF SAID PARCEL 4 AND THE NORTH RIGHT-OF-WAY LINE OF RAY
ROAD, SAID POINT BEING THE POINT OF BEGINNING;
THENCE CONTINUING NORTH 01 DEGREES 52 MINUTES 49 SECONDS WEST LEAVING SAID
RIGHT-OF-WAY LINE, A DISTANCE OF 320.00 FEET;
THENCE NORTH 88 DEGREES 07 MINUTES 11 SECONDS EAST A DISTANCE OF 362.36 FEET TO
THE WESTERLY RIGHT-OF-WAY LINE OF MISSION PARK BOULEVARD AS RECORDED IN SAID MAP
OF DEDICATION MISSION PARK RANCH, AND THE BEGINNING OF A NON-TANGENT CURVE,
CONCAVE EASTERLY WHOSE RADIUS BEARS SOUTH 80 DEGREES 36 MINUTES 13 SECONDS EAST,
A DISTANCE OF 640.00 FEET;
THENCE ALONG SAID WEST RIGHT-OF-WAY LINE AND CURVE TO THE LEFT THROUGH A CENTRAL
ANGLE OF 11 DEGREES 16 MINUTES 36 SECONDS, AN ARC DISTANCE OF 125.96 FEET;
THENCE SOUTH 01 DEGREE 52 MINUTES 49 SECONDS EAST ALONG WEST RIGHT -OF-WAY LINE
OF SAID MISSION PARK BOULEVARD, A DISTANCE OF 174.85 FEET;
THENCE SOUTH 43 DEGREES 07 MINUTES 11 SECONDS WEST A DISTANCE OF 28.28 FEET TO A
POINT ON THE NORTH RIGHT-OF-WAY LINE OF RAY ROAD;
THENCE SOUTH 88 DEGREES 07 MINUTES 11 SECONDS WEST ALONG SAID NORTH RIGHT-OF-WAY
LINE A DISTANCE OF 330 FEET TO THE POINT OF BEGINNING.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-17
Sterling Cottage of Richland Hills
BEING 2.379 ACRES OF LAND LOCATED IN THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ SURVEY, ABSTRACT ▇▇.
▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, AND BEING ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇ ▇, ▇▇▇▇▇ 1, STERLING ADDITION TO ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇,
ACCORDING TO THE PLAT RECORDED IN CABINET A, SLIDE 3286 OF THE PLAT RECORDS OF
TARRANT COUNTY, TEXAS, AND MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS:
COMMENCING AT A 1/2-INCH ROD SET AT THE NORTHEAST CORNER OF SAID LOT 1 BEING THE
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ HILLS ADDITION TO ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ACCORDING TO THE PLAT RECORDED IN VOLUME 388-Q, PAGE 479
OF THE PLAT RECORDS OF TARRANT COUNTY, TEXAS, LYING IN THE SOUTH RIGHT-OF-WAY
LINE OF GLENVIEW DRIVE (A VARIABLE WIDTH RIGHT-OF-WAY) AND LYING N 89 degrees
55'45" W, 141.00 FEET ALONG SAID RIGHT-OF-WAY LINE FROM ITS INTERSECTION WITH
THE WEST RIGHT-OF-WAY LINE OF OXLEY DRIVE (A 50-FOOT-WIDE RIGHT-OF-WAY);
THENCE S 00 degrees 05' 00" W, 334.37 FEET ALONG THE WEST BOUNDARY LINE OF SAID
BLOCK 64 WITH THE EAST BOUNDARY LINE OF SAID LOT 1 TO A POINT IN THE EAST
BOUNDARY LINE OF ▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ OF BEGINNING OF THE TRACT
HEREIN DESCRIBED.
BEGINNING S 00 degrees 05' 00" W, 307.53 FEET ALONG THE WEST BOUNDARY LINE OF
SAID BLOCK 64 WITH THE EAST BOUNDARY LINE OF SAID LOT 1 TO A 1/2-INCH IRON ROD
FOUND AT SOUTHEAST CORNER OF SAID LOT 1 LYING IN THE NORTH RIGHT-OF-WAY LINE OF
▇▇▇▇▇▇▇▇ DRIVE (A 50-FOOT-WIDE RIGHT-OF-WAY);
THENCE N 89 degrees 59' 01" W, 336.74 FEET ALONG THE SOUTH BOUNDARY LINE OF SAID
LOT 1 WITH THE SAID NORTH RIGHT-OF-WAY LINE OF ▇▇▇▇▇▇▇▇ DRIVE TO 1/2-INCH IRON
FOUND AT SOUTHWEST CORNER OF SAID ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇ HILLS ADDITION TO THE CITY OF RICHLAND HILLS, TEXAS ACCORDING TO THE
PLAT RECORDED IN VOLUME 388-Y, PAGE ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇;
THENCE N 00 degrees 00' 39" W, AT 112.81 FEET PASSING A 1/2-INCH IRON ROD FOUND
AT THE NORTHEAST CORNER OF SAID BLOCK A BEING THE SOUTHEAST CORNER OF THAT
CERTAIN TRACT OF LAND CONVEYED TO BIRDVILLE INDEPENDENT SCHOOL DISTRICT
ACCORDING TO THE DEED RECORDED IN VOLUME 2651, PAGE 555 OF THE DEED RECORDS OF
TARRANT COUNTY, TEXAS AND CONTINUING IN
9393.9 (NHP Portfolio Lease)
ALL A TOTAL DISTANCE OF 307.53 FEET ALONG THE WEST BOUNDARY LINE OF SAID LOT 1
TO A POINT;
THENCE S 89 degrees 59' 01" E, 337.25 FEET DEPARTING SAID BOUNDARY LINE TO THE
PLACE OF BEGINNING, CONTAINING 2.379 ACRES (103,636 SQUARE FEET) OF LAND.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-18
Sterling House of Jacksonville
A PORTION OF THE SOUTH 1/4 OF THE SOUTHWEST 1/4 OF SECTION 4, TOWNSHIP 4 SOUTH,
RANGE 27 EAST, ▇▇▇▇▇ COUNTY, FLORIDA AND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
FOR A POINT OF BEGINNING COMMENCE AT THE NORTHEAST CORNER OF THE SOUTHWEST 1/4
OF THE SOUTHWEST 1/4 OF SAID SECTION 4, TOWNSHIP 4 SOUTH, RANGE 27 EAST; THENCE
SOUTH 00 degrees 25' 33" EAST, 454.68 FEET; THENCE SOUTH 89 degrees 01' 03"
WEST, 497.84 FEET TO THE NORTHEASTERLY RIGHT OF WAY LINE OF ST. AUGUSTINE ROAD
(A 100 FOOT RIGHT OF WAY AS NOW ESTABLISHED); THENCE NORTH 19 degrees 15' 00"
WEST ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE, 261.75 FEET; THENCE NORTH 73
degrees 08' 45" EAST, 212.83 FEET; THENCE NORTH 01 degrees 01' 19" WEST, 148.43
FEET (ACTUAL) NORTH 01 degrees 00' 00" WEST, 148.89 FEET (RECORD); THENCE NORTH
89 degrees 05' 52" EAST, 379.68 FEET TO THE POINT OF BEGINNING.
CONTAINING 5.02 ACRES OR 218,502 SQUARE FEET, MORE OR LESS.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-19
Sterling House of ▇▇▇▇▇▇▇
THAT PART OF TRACT NUMBER 3 OF THE REPLAT OF PASADENA PARK ACCORDING TO THE PLAT
THEREOF, AS RECORDED IN PLAT BOOK 11, PAGE 69, PUBLIC RECORDS OF LAKE COUNTY,
FLORIDA, DESCRIBED AS FOLLOWS:
COMMENCE AT THE NORTHEAST CORNER OF SAID TRACT NUMBER 3, SAID CORNER BEING ON
THE SOUTHERLY RIGHT-OF-WAY LINE OF COUNTY ROAD 19-A (66 FEET TOTAL WIDTH);
THENCE RUN SOUTH 69 DEGREES 04 MINUTES 42 SECONDS WEST ALONG SAID SOUTHERLY
RIGHT-OF-WAY LINE A DISTANCE OF 376.00 FEET TO THE POINT OF BEGINNING;
THENCE DEPARTING SAID SOUTHERLY RIGHT-OF-WAY LINE RUN SOUTHERLY ALONG A LINE
THAT IS 351.21 FEET WEST OF (BY PERPENDICULAR MEASURE) AND PARALLEL WITH THE
EAST LINE OF SAID TRACT NO. 3 A DISTANCE OF 321.21 FEET TO A POINT ON A LINE,
SAID LINE BEING 300.00 FEET (BY PERPENDICULAR MEASURE) SOUTH OF THE ABOVE SAID
SOUTHERLY ▇▇▇▇▇-▇▇-▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇-▇;
THENCE RUN SOUTH 69 DEGREES 04 MINUTES 42 SECONDS WEST ALONG SAID LINE A
DISTANCE OF 572.35 FEET TO A POINT ON A LINE, SAID LINE BEING 300.00 FEET WHEN
MEASURED ALONG THE SOUTHERLY ▇▇▇▇▇-▇▇-▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇-▇ FROM THE
EASTERLY RIGHT-OF-WAY LINE OF THE COUNTY ROAD LYING BETWEEN TRACTS 2 AND 3
ACCORDING TO THE ABOVE-MENTIONED PLAT OF PASADENA PARK, SAID COUNTY ROAD NOW
CALLED ▇▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇. #▇-▇▇▇▇ AND BEING 66 FEET TOTAL WIDTH;
THENCE RUN NORTH 00 DEGREES 15 MINUTES 55 SECONDS WEST PARALLEL WITH THE
EASTERLY RIGHT-OF-WAY LINE OF MERRY ROAD A DISTANCE OF 320.61 FEET TO THE
SOUTHERLY RIGHT-OF-WAY LINE OF ABOVE SAID COUNTY ROAD 19-A;
THENCE RUN NORTH 69 DEGREES 04 MINUTES 42 SECONDS EAST ALONG SAID RIGHT-OF-WAY
LINE A DISTANCE OF 574.04 FEET TO THE POINT OF BEGINNING.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-20
Sterling House of Newark
SITUATED IN THE CITY OF NEWARK, COUNTY OF LICKING, STATE OF OHIO AND BEING A
PART ▇▇ ▇▇▇▇▇▇▇ ▇, ▇.▇▇, ▇.▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ MILITARY DISTRICT AND BEING A PART
OF AN 80 ACRE TRACT OF LAND DESCRIBED IN OFFICIAL RECORD 840, PAGE 777, CONVEYED
TO ADELAIDE C. PRIOR AND ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (RECORD REFERENCES TO THOSE OF THE
RECORDERS OFFICE, LICKING COUNTY, OHIO) AND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT AN 5/8 INCH IRON PIN FOUND MARKING THE INTERSECTION OF THE NORTH
RIGHT-OF-WAY LINE OF GOOSEPOND ROAD (46.5 FEET IN WIDTH) WITH THE WEST
RIGHT-OF-WAY LINE OF KENARBRE DRIVE (60 FEET IN WIDTH) THENCE SOUTHERLY ALONG A
LINE PERPENDICULAR TO THE RIGHT-OF-WAY LINE OF SAID GOOSEPOND ROAD, S 00 degrees
57' 14" W, A DISTANCE OF 46.50 FEET TO A 5/8 INCH IRON PIN FOUND ON THE SOUTH
RIGHT-OF-WAY LINE OF GOOSEPOND ROAD; THENCE ALONG THE SOUTH RIGHT-OF-WAY LINE OF
GOOSEPOND ROAD, S 89 degrees 02' 46" E, A DISTANCE OF 89.71 FEET TO A 5/8 INCH
IRON PIN FOUND MARKING THE NORTHEAST CORNER OF A 7.002 ACRE TRACT AS DESCRIBED
IN DEED VOLUME 609, PAGE 770 OF THE LICKING COUNTY DEED RECORDS AND BEING THE
PRINCIPAL POINT OF BEGINNING OF THE TRACT OF LAND TO BE HEREIN DESCRIBED; THENCE
CONTINUING ALONG SAID RIGHT-OF-WAY LINE, S 89 degrees 02' 46" E, A DISTANCE OF
300.00 FEET TO AN IRON PIN FOUND; THENCE PARALLEL WITH THE EAST LINE OF SAID
7.002 ACRE TRACT, S 00 degrees 28' 08" W, A DISTANCE OF 350.00 FEET TO AN IRON
PIN FOUND; THENCE PARALLEL WITH THE SOUTH RIGHT-OF-WAY LINE OF GOOSEPOND ROAD, N
89 degrees 02' 46" W, A DISTANCE OF 300.00 FEET TO AN IRON PIN FOUND ON THE EAST
LINE OF SAID 7.002 ACRE TRACT; THENCE ALONG SAID EAST LINE, N 00 degrees 28' 08"
E, A DISTANCE OF 350.00 FEET TO THE POINT OF BEGINNING AND CONTAINING 2.410
ACRES OF LAND, MORE OR LESS.
NOTE: THE BEARINGS IN THIS LEGAL DESCRIPTION ARE BASED ON AN ASSUMED MERIDIAN
AND ARE USED ONLY FOR THE PURPOSE OF DESCRIBING ANGULAR MEASUREMENTS.
I.P. FD. = 1/2"X30" REBAR WITH ▇▇▇▇▇▇▇▇ ASSOCIATES' CAP.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-21
Sterling House of Fairfield
SITUATED IN THE STATE OF OHIO, IN THE COUNTY OF ▇▇▇▇▇▇ AND IN THE CITY OF
FAIRFIELD:
BEING A 2.9702 ACRE TRACT OUT OF LOT NUMBER 495, IN FAIRFIELD TOWNSHIP, AND
BEING IN SECTION 26, TOWNSHIP 2, RANGE 2 AND BEING PART OF LOT NUMBER 495 AND
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING FOR REFERENCE AT THE
SOUTHWESTERLY CORNER OF SECTION 26; THENCE NORTH 4 DEGREES 34' 30" EAST, ALONG
THE CENTERLINE OF ▇▇▇▇▇▇ ROAD, A DISTANCE OF 2673.70 FEET TO A POINT; THENCE
SOUTH 85 DEGREES 25' 30" EAST, A DISTANCE OF 220.00 FEET TO AN IRON PIN FOUND AT
THE TRUE POINT OF BEGINNING; THENCE NORTH 4 DEGREES 34' 30" EAST, A DISTANCE OF
371.95 FEET TO AN IRON PIN FOUND IN THE SOUTHERLY RIGHT-OF-WAY LINE OF ▇▇▇▇ ROAD
AS SHOWN IN RIGHT-OF-WAY VOLUME 19, PAGE 164; THENCE SOUTH 71 DEGREES 00' 00"
EAST, ALONG THE SAID SOUTHERLY RIGHT-OF-WAY LINE, A DISTANCE OF 189.71 FEET TO
AN IRON PIN SET; THENCE SOUTH 66 DEGREES 25' 00" EAST, ALONG THE SAID SOUTHERLY
RIGHT-OF-WAY LINE, A DISTANCE OF 242.46 FEET TO AN IRON PIPE FOUND; THENCE SOUTH
4 DEGREES 34' 30" WEST, ALONG A WESTERLY LINE OF BENCHWAY SUBDIVISION A DISTANCE
OF 245.73 FEET TO AN IRON PIN FOUND; THENCE NORTH 85 DEGREES 25' 30" WEST, ALONG
A NORTHERLY LINE OF BENCHWAY SUBDIVISION, A DISTANCE OF 412.96 FEET TO THE POINT
OF BEGINNING AND CONTAINING 2.9700 ACRES AS GEOMETRICALLY DESCRIBED HEREIN.
ADDRESS: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
9393.9 (NHP Portfolio Lease)
EXHIBIT A-22
Sterling House of Greenville
SITUATE IN THE TOWNSHIP OF GREENVILLE, COUNTY OF DARKE, STATE OF OHIO AND BEING
ALL OF TRACT ONE (1) STERLING HOUSE PLAZA AS RECORDED IN VOLUME 28, PAGE 136 OF
THE DARKE COUNTY RECORDERS OFFICE, GREENVILLE, OHIO.
9393.9 (NHP Portfolio Lease)
EXHIBIT ▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇
A PORTION OF TRACT "G" PUNTA GORDA ISLES SECTION 9-B, A REPLAT OF ▇▇▇▇▇ ADDITION
TO ▇▇▇▇▇▇, AS RECORDED IN PLAT BOOK 11, PAGES 12-A THRU 12-C,
TOGETHER WITH:
A PORTION OF TRACT "A" PUNTA GORDA ISLES SECTION 9-C, AS RECORDED IN PLAT BOOK
16, PAGE 5, ALL IN THE PUBLIC RECORDS OF CHARLOTTE COUNTY, FLORIDA; SAID
COMBINED PORTIONS OF SAID TRACT "G" AND TRACT "A" BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCE AT THE RADIUS POINT OF THE CUL-DE-SAC ON BAL HARBOR COURT ACCORDING TO
SAID PLAT OF PUNTA GORDA ISLES SECTION 9-C; THENCE NORTH 27 degrees 02'03" EAST,
A DISTANCE OF 50.00 FEET TO THE RIGHT-OF-WAY LINE OF SAID BAL HARBOR COURT AND
THE POINT OF BEGINNING:
THENCE CONTINUE NORTH 27 degrees 02'03" EAST, A DISTANCE OF 36.14 FEET; THENCE
NORTH 82 degrees 35'35" EAST, A DISTANCE OF 123.15 FEET TO THE EAST LINE OF SAID
TRACT `G'; THENCE NORTH 00 degrees 08'33" EAST, ALONG SAID EAST LINE, A DISTANCE
OF 22.59 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE
SOUTHEAST, HAVING AS ELEMENTS, A CENTRAL ANGLE OF 65 degrees 43'12", A RADIUS OF
140.40 FEET AND A CHORD BEARING OF NORTH 33 degrees 00'09" EAST; THENCE
NORTHEASTERLY ALONG SAID EAST LINE AND THE ARC OF SAID CURVE AN ARC DISTANCE OF
161.04 FEET TO THE POINT OF REVERSE CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE
NORTHWEST, HAVING AS ELEMENTS, A CENTRAL ANGLE OF 34 degrees 26'56", A RADIUS OF
140.40 FEET AND A CHORD BEARING OF NORTH 48 degrees 38'17" EAST; THENCE
NORTHEASTERLY ALONG SAID EAST LINE AND THE ARC OF SAID CURVE, AN ARC DISTANCE OF
84.42 FEET TO A POINT; THENCE NORTH 88 degrees 21'43" WEST, A DISTANCE OF 303.11
FEET; THENCE NORTH 01 degrees 38'17" EAST, A DISTANCE OF 20.00 FEET; THENCE
NORTH 88 degrees 21'43" WEST, A DISTANCE OF 181.93 FEET TO THE EAST RIGHT-OF-WAY
LINE OF BAL HARBOR BOULEVARD; THENCE SOUTH 00 degrees 08'33" WEST, ALONG SAID
EAST RIGHT-OF-WAY LINE, A DISTANCE OF 325.30 FEET TO THE POINT OF CURVATURE OF A
CIRCULAR CURVE CONCAVE TO THE NORTHEAST, HAVING AS ELEMENTS, A CENTRAL ANGLE OF
90 degrees 00'00", A RADIUS OF 25.00 FEET AND A CHORD BEARING OF SOUTH 44
degrees 51'27" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE AN ARC DISTANCE OF
39.27 FEET TO THE POINT OF COMPOUND CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE
NORTH, HAVING AS ELEMENTS, A CENTRAL ANGLE OF 31 degrees 15'42", A RADIUS OF
92.00 FEET AND A CHORD BEARING OF NORTH
9393.9 (NHP Portfolio Lease)
74 degrees 30'42" EAST, SAID POINT ALSO BEING ON THE NORTHERLY RIGHT-OF-WAY LINE
OF BAL HARBOR COURT; THENCE EASTERLY, ALONG SAID NORTHERLY RIGHT-OF-WAY LINE AND
THE ARC OF SAID CURVE AN ARC DISTANCE OF 50.20 FEET TO THE POINT OF TANGENCY;
THENCE NORTH 58 degrees 52'51" EAST, ALONG SAID NORTHERLY RIGHT-OF-WAY LINE, A
DISTANCE OF 93.20 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO
THE SOUTH, HAVING AS ELEMENTS, A CENTRAL ANGLE OF 58 degrees 09'12", A RADIUS OF
50.00 FEET AND A CHORD BEARING OF NORTH 89 degrees 57'27" EAST; THENCE EASTERLY
ALONG SAID NORTHERLY RIGHT-OF-WAY LINE AND THE ARC OF SAID CURVE AN ARC DISTANCE
OF 50.75 FEET TO THE POINT OF BEGINNING.
CONTAINING 2.3767 ACRES, MORE OR LESS.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-24
Sterling House of Gainesville
A PORTION OF THE NORTHEAST 1/4 OF SECTION 22, TOWNSHIP 9 SOUTH, RANGE 19 EAST,
CITY OF GAINESVILLE, ALACHUA COUNTY, FLORIDA; BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
COMMENCE AT THE NORTHEAST ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ 19 EAST
AND RUN THENCE SOUTH 89 degrees 31'17" WEST ALONG THE NORTH BOUNDARY OF THE
NORTHEAST 1/4 OF SAID SECTION, 750.01 FEET; THENCE SOUTH 00 degrees 28'43" EAST,
60.00 FEET TO THE SOUTH LINE OF THAT CERTAIN RIGHT-OF-WAY PARCEL DESCRIBED IN
OFFICIAL RECORDS BOOK 1865, PAGE 2585, ET SEQ. OF THE PUBLIC RECORDS OF ALACHUA
COUNTY, FLORIDA; THENCE SOUTH 00 degrees 27'00" EAST, 215.50 FEET, TO THE POINT
OF BEGINNING; THENCE CONTINUE SOUTH 00 degrees 27'00" EAST, 300.46 FEET; THENCE
SOUTH 89 degrees 33'00" WEST, 228.54 FEET; THENCE NORTH 45 degrees 27'00" WEST
60.10 FEET; THENCE NORTH 00 degrees 27'00" WEST, 339.62 FEET; THENCE NORTH 44
degrees 32'08" EAST, 30.41 FEET; THENCE NORTH 89 degrees 31'17" EAST, 32.38
FEET; THENCE SOUTH 74 degrees 07'44" EAST, 51.97 FEET; TO A POINT ON THE ARC OF
A CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 65.00 FEET; THENCE
SOUTHEASTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 60
degrees 51'15" AN ARC DISTANCE OF 69.04 FEET, TO THE END OF SAID CURVE, SAID ARC
BEING SUBTENDED BY A CHORD HAVING A BEARING AND DISTANCE OF SOUTH 60 degrees
01'22" EAST, 65.84 FEET; THENCE NORTH 89 degrees 33'00" EAST, 81.42 FEET; THENCE
SOUTH 50 degrees 07'35" EAST, 30.50 FEET; THENCE SOUTH 09 degrees 48'11" EAST,
35.99 FEET, TO THE POINT OF BEGINNING.
9393.9 (NHP Portfolio Lease)
EXHIBIT ▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
A PARCEL OF LAND LYING IN SECTION ▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 22 EAST, CHARLOTTE
COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE INTERSECTION OF THE EAST LINE OF SAID SECTION 7 WITH THE NORTH
RIGHT-OF-WAY LINE OF TOLEDO BLADE BOULEVARD, ACCORDING TO THE PLAT OF "PORT
CHARLOTTE SUBDIVISION SECTION NINETY" AS RECORDED IN PLAT BOOK 7, PAGES 59-A
THROUGH 59-B, OF THE PUBLIC RECORDS OF CHARLOTTE COUNTY, FLORIDA; THENCE NORTH
89 degrees 58'20" WEST, ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 1620.03 FEET
TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE NORTHEASTERLY, HAVING AS
ELEMENTS A CENTRAL ANGLE OF 89 degrees 49'04", A RADIUS OF 25.00 FEET AND A
CHORD BEARING OF NORTH 45 degrees 03'48" WEST; THENCE NORTHWESTERLY ALONG THE
ARC OF SAID CURVE, AN ARC DISTANCE OF 39.19 FEET TO THE POINT OF TANGENCY; SAID
POINT ALSO BEING ON THE EAST RIGHT-OF-WAY LINE OF EDUCATION WAY (FORMERLY PIATTI
DRIVE), ACCORDING TO THE CHARLOTTE COUNTY RIGHT-OF-WAY MAP OF ▇▇▇▇▇▇▇ CIRCLE AND
PIATTI DRIVE; THENCE NORTH 00 degrees 09'16" WEST ALONG SAID EAST RIGHT-OF-WAY
LINE, A DISTANCE OF 35.08 FEET; THENCE SOUTH 89 degrees 58'20" EAST PARALLEL
WITH AND 60.00 FEET NORTHERLY OF THE SAID NORTH RIGHT-OF-WAY LINE OF TOLEDO
BLADE BOULEVARD, A DISTANCE OF 439.05 FEET TO THE POINT OF BEGINNING; THENCE
CONTINUE SOUTH 89 degrees 58'20" EAST ALONG SAID PARALLEL LINE, A DISTANCE OF
320.00 FEET; THENCE NORTH 00 degrees 01'40" EAST A DISTANCE OF 373.23 FEET TO
THE SOUTHERLY LINE OF LANDS DESCRIBED IN OFFICIAL RECORDS BOOK 1052, PAGE 1606,
OF THE PUBLIC RECORDS OF CHARLOTTE COUNTY, FLORIDA; THENCE SOUTH 89 degrees
55'12" WEST ALONG SAID SOUTHERLY LINE AND THE WESTERLY PROLONGATION THEREOF, A
DISTANCE OF 320.00 FEET; THENCE SOUTH 00 degrees 01'40" WEST A DISTANCE OF
372.62 FEET TO THE POINT OF BEGINNING.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-26
Sterling House of Merrimac
OVERALL PARCEL:
▇▇▇▇ ▇, ▇, ▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇▇ AND 15, BLOCK 1, ST. ▇▇▇▇▇ ▇▇▇▇, ACCORDING TO
PLAT THEREOF RECORDED IN PLAT BOOK 4, PAGE 33, OF THE CURRENT PUBLIC RECORDS OF
▇▇▇▇▇ COUNTY, FLORIDA, EXCEPT ANY PART OF LOTS 3 AND 10, LYING WITHIN THE RIGHT
OF WAY OF ROOSEVELT BOULEVARD (A 100 FOOT RIGHT OF WAY, AS NOW ESTABLISHED);
TOGETHER WITH LOTS 2 AND 13, AND A PORTION OF ▇▇▇▇ ▇, ▇, ▇, ▇ ▇/▇, ▇, ▇, ▇▇ AND
14, BLOCK 8 OF SAID ST. ▇▇▇▇▇ ▇▇▇▇, EXCEPT ANY PART OF LOT 6, LYING WITHIN THE
RIGHT OF WAY OF SAID ROOSEVELT BOULEVARD, TOGETHER WITH A PORTION OF PARK STREET
(A FORMER 60 FOOT RIGHT OF WAY, CLOSED BY ORDINANCE EE-196) LYING EAST OF SAID
ROOSEVELT BOULEVARD RIGHT OF WAY AND WEST OF BIG FISHWEIR CREEK; TOGETHER WITH A
PORTION OF ▇▇▇▇▇▇▇ STREET (A 60 FOOT RIGHT OF WAY, CLOSED BY ORDINANCE EE-196)
LYING EAST OF SAID ROOSEVELT BOULEVARD RIGHT OF WAY AND WEST OF BIG FISHWEIR
CREEK, TOGETHER WITH A PORTION OF A 10 FOOT ALLEY (CLOSED BY SAID ORDINANCE
EE-196) LYING EAST OF SAID ROOSEVELT BOULEVARD RIGHT OF WAY AND WEST OF BIG
FISHWEIR CREEK, ALL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
FOR A POINT OF REFERENCE, COMMENCE AT THE INTERSECTION OF THE EASTERLY RIGHT OF
WAY LINE OF SAID ROOSEVELT BOULEVARD WITH THE NORTHERLY RIGHT OF WAY LINE OF
MERRIMAC STREET (A 60 FOOT RIGHT OF WAY, AS NOW ESTABLISHED); RUN THENCE NORTH
89 degrees 32'06" EAST ALONG SAID NORTHERLY RIGHT OF WAY LINE OF MERRIMAC
STREET, A DISTANCE OF 380.12 FEET TO THE WESTERLY LINE OF THOSE LANDS DESCRIBED
AND RECORDED IN OFFICIAL RECORDS VOLUME 6059, PAGE 1250, OF THE CURRENT PUBLIC
RECORDS OF SAID COUNTY; RUN THENCE NORTH 00 degrees 33'24" WEST ALONG SAID LINE,
A DISTANCE OF 226.00 FEET TO THE NORTHWESTERLY LINE OF SAID OFFICIAL RECORDS
VOLUME 6059, PAGE 1250; RUN THENCE NORTH 44 degrees 26'36" EAST ALONG SAID LINE,
A DISTANCE OF 49.50 FEET TO ITS INTERSECTION WITH THE WESTERLY LINE OF THOSE
LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS VOLUME 5736, PAGE 1851, OF SAID
PUBLIC RECORDS AND THE POINT OF BEGINNING; RUN THENCE SOUTH 44 degrees 26'36"
WEST ALONG SAID NORTHWESTERLY LINE OF OFFICIAL RECORDS VOLUME 6059, PAGE 1250, A
DISTANCE OF 49.50 FEET TO THE AFORESAID WESTERLY LINE OF OFFICIAL RECORDS VOLUME
6059, PAGE 1250; RUN THENCE SOUTH 00 degrees 33'24" EAST ALONG SAID WESTERLY
LINE OF OFFICIAL RECORDS VOLUME 6059, PAGE 1250, A DISTANCE OF 226.00 FEET TO
THE AFORESAID NORTHERLY RIGHT OF WAY LINE OF MERRIMAC STREET; RUN THENCE SOUTH
89 degrees 32'06" WEST ALONG SAID LINE A DISTANCE OF 120.12 FEET TO A POINT; RUN
THENCE NORTH 12 degrees 53'42" WEST A DISTANCE OF 183.04 FEET TO A POINT; RUN
THENCE SOUTH 89 degrees 32'06" WEST A
9393.9 (NHP Portfolio Lease)
DISTANCE OF 207.52 FEET TO THE ARC OF A CURVE, CONCAVE EASTERLY AND HAVING A
RADIUS OF 1,860.08 FEET, SAID CURVE BEING THE EASTERLY RIGHT OF WAY LINE OF SAID
ROOSEVELT BOULEVARD; RUN THENCE NORTHERLY, ALONG SAID RIGHT OF WAY LINE, THE
FOLLOWING FOUR COURSES AND DISTANCES; FIRST COURSE, THENCE ALONG AND AROUND THE
ARC OF SAID CURVE, 107.91 FEET TO THE POINT OF TANGENCY OF SAID CURVE, SAID ARC
BEING SUBTENDED BY A CHORD BEARING AND DISTANCE OF NORTH 09 degrees 46'53" EAST
107.90 FEET; SECOND COURSE, RUN THENCE NORTH 11 degrees 26'36" EAST, A DISTANCE
OF 6.69 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT; THIRD COURSE, RUN
THENCE NORTHERLY ALONG AND AROUND THE ARC OF A CURVE, CONCAVE WESTERLY AND
HAVING A RADIUS OF 1,960.88 FEET, AN ARC DISTANCE OF 361.36 FEET TO THE POINT OF
TANGENCY OF SAID CURVE, SAID ARC BEING SUBTENDED BY A CHORD BEARING AND DISTANCE
OF NORTH 06 degrees 09'43" EAST, 360.85 FEET; FOURTH COURSE, RUN THENCE NORTH 00
degrees 52'45" EAST, A DISTANCE OF 76.91 FEET TO THE NORTHERLY RIGHT OF WAY LINE
OF THE AFORESAID PARK STREET; RUN THENCE NORTH 89 degrees 32'06" EAST ALONG SAID
LINE, A DISTANCE OF 50 FEET, MORE OR LESS, TO THE MEAN HIGH WATER LINE OF BIG
FISHWEIR CREEK, RUN THENCE SOUTHEASTERLY, ALONG SAID MEAN HIGH WATER LINE AND
THE MEANDERINGS THEREOF, A DISTANCE OF 520 FEET, MORE OR LESS, TO AN
INTERSECTION WITH THE AFORESAID WESTERLY LINE OF OFFICIAL RECORDS VOLUME 5736,
PAGE 1851, SAID LINE BEARS NORTH 00 degrees 33'24" WEST FROM THE POINT OF
BEGINNING; RUN THENCE SOUTH 00 degrees 33'24" EAST A DISTANCE OF 10 FEET, MORE
OR LESS, TO THE POINT OF BEGINNING.
LESS AND EXCEPT ANY PORTION OF THE ABOVE DESCRIBED LANDS THAT MAY LIE WITHIN
THOSE LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS VOLUME 2574, PAGE 886,
PARCEL NO. 4, PART "8", OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, SAID
PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
FOR A POINT OF REFERENCE, COMMENCE AT THE INTERSECTION OF THE PROLONGATION OF
THE AFORESAID FORMER NORTHERLY RIGHT OF WAY LINE OF PARK STREET, SAID PARK
STREET CLOSED IN ORDINANCE NO. EE-196, WITH THE SOUTHWESTERLY LINE OF THOSE
LANDS DESCRIBED AND RECORDED IN SAID OFFICIAL RECORDS VOLUME 2574, PAGE 886; RUN
THENCE SOUTH 28 degrees 35'15" EAST ALONG SAID SOUTHWESTERLY LINE, A DISTANCE OF
453.55 FEET TO THE SOUTHERLY LINE OF SAID BLOCK 1, ST. ▇▇▇▇▇ ▇▇▇▇, IN PLAT BOOK
4, PAGE 33, AND THE POINT OF BEGINNING; RUN THENCE NORTH 89 degrees 32'06" EAST
ALONG SAID LINE, A DISTANCE OF 8 FEET, MORE OR LESS, TO THE MEAN HIGH WATER LINE
OF SAID FISHWEIR CREEK; RUN THENCE NORTHWESTERLY, ALONG SAID MEAN HIGH WATER
LINE AND THE MEANDERINGS THEREOF, A DISTANCE OF 15 FEET, MORE OR LESS, TO AN
INTERSECTION WITH THE AFORESAID SOUTHWESTERLY LINE OF OFFICIAL RECORDS VOLUME
2574, PAGE 886, SAID LINE BEARS NORTH 28 degrees 35'15" WEST FROM THE POINT OF
BEGINNING; RUN THENCE SOUTH 28 degrees 35'15" EAST A DISTANCE OF 10 FEET, MORE
OR LESS, TO THE POINT OF BEGINNING.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-27
Sterling House of Springdale
SITUATED IN THE STATE OF OHIO, IN THE COUNTY OF ▇▇▇▇▇▇▇▇ AND IN THE VILLAGE OF
SPRINGDALE:
ALL OF LOT 1 OF STERLING HOUSE ADDITION AS RECORDED IN PLAT BOOK 332, PAGE 93
AND RE-RECORDED IN PLAT BOOK 333, PAGE 24 OF THE ▇▇▇▇▇▇▇▇ COUNTY, OHIO RECORDS.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-28
Sterling House of Venice
FROM THE SOUTHWEST CORNER OF THE SOUTHEAST 1/4 OF SECTION 18, TOWNSHIP 39 SOUTH,
RANGE 19 EAST; THENCE NORTH 89 degrees 48' EAST ALONG THE SOUTH SECTION LINE,
1204.60 FEET; THENCE NORTH 0 degrees 12' WEST ALONG THE EAST BOUNDARY OF ▇▇▇▇▇
STREET, 189.29 FEET TO THE NORTHEAST CORNER OF ITS INTERSECTION WITH BASE AVENUE
AS A POINT OF BEGINNING; THENCE CONTINUE NORTH 0 degrees 12' WEST ALONG THE EAST
BOUNDARY OF ▇▇▇▇▇ STREET, 265 FEET; THENCE EAST 498.19 FEET, TO ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇; THENCE SOUTH 0 degrees 03' WEST, 264.19 FEET ALONG
THE SAID WEST BOUNDARY TO THE NORTH BOUNDARY OF BASE AVENUE; THENCE SOUTH 89
degrees 48' WEST ALONG THE NORTH BOUNDARY OF BASE AVENUE, 496.86 FEET TO THE
POINT OF BEGINNING; SUBJECT TO EASEMENT OVER THE EASTERLY 15 FEET THEREOF, LYING
AND BEING IN SARASOTA COUNTY, FLORIDA.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-29
Sterling House of Urbana
SITUATED IN THE STATE OF OHIO, IN THE COUNTY OF CHAMPAIGN AND IN THE CITY OF
URBANA:
BEING PART OF SECTION 17, TOWNSHIP 5, RANGE 11, B.T.M.R.S., AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE SOUTH LINE OF E. WATER STREET (66' RIGHT OF WAY) AT
THE NORTHEAST CORNER OF ▇▇▇▇▇▇▇ LAND SUBDIVISION AS RECORDED ON PLAT SLIDE 153
IN CABINET 1 OF THE CHAMPAIGN COUNTY PLAT RECORDS, ALSO BEING THE ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ SUBDIVISION, FROM WHICH A MAG NAIL SET FOR
REFERENCE ON THE CENTERLINE OF MENTIONED E. WATER STREET BEARS N. 2 degrees 16'
18" W. 33.00 FEET;
THENCE WITH THE SOUTH LINE OF SAID E. WATER STREET, N. 88 degrees 38' 30" E.
317.66 FEET TO AN IRON BAR SET, PASSING FOR REFERENCE AN IRON BAR SET AT 10.00
FEET;
THENCE S. 1 degrees 15' 00" E. 360.32 FEET TO AN IRON BAR SET;
THENCE S. 88 degrees 38' 30" W. 311.24 FEET TO AN IRON BAR FOUND AT THE
SOUTHEAST CORNER OF AFOREMENTIONED ▇▇▇▇▇▇▇ LAND SUBDIVISION, ALSO BEING THE
SOUTHEAST CORNER OF AFOREMENTIONED LOT 5, ALSO BEING ON THE WEST LINE OF SECTION
17;
THENCE WITH THE EAST LINE OF SAID ▇▇▇▇▇▇▇ LAND SUBDIVISION AND THE WEST LINE OF
SAID SECTION 17, N. 2 degrees 16' 18" W. 360.36 FEET TO THE PLACE OF BEGINNING.
CONTAINING 2.601 ACRES.
BEING A PART OF THE SAME PREMISES CONVEYED TO ▇▇▇▇▇ AND SONS, INC. AS RECORDED
IN DEED VOLUME 201, PAGE 447 (7.9 ACRE TRACT) OF THE CHAMPAIGN COUNTY DEED
RECORDS.
THE FOREGOING DESCRIPTION PREPARED BY AND IN ACCORDANCE WITH A SURVEY BY ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, PROFESSIONAL SURVEYOR NO. 7574, SEPTEMBER 6, 1996. ALL IRON BARS SET
ARE 5/8" X 30" IRON RE-BAR WITH A YELLOW PLASTIC CAP STAMPED "▇▇▇▇▇▇ P.S. 4792,
P.S. 7574". THE BASIS OF BEARINGS FOR THE HEREIN DESCRIBED TRACT IS THE SOUTH
LINE OF E. WATER STREET PER OFFICIAL RECORD 21, PAGE 745 (N. 88 degrees 38' 30"
E.)
9393.9 (NHP Portfolio Lease)
EXHIBIT ▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
A PARCEL OF LAND IN THE EAST HALF OF SECTION 31, TOWNSHIP 44 SOUTH, RANGE 27
EAST, ▇▇▇ COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SECTION 31, TOWNSHIP 44 SOUTH, RANGE 27
EAST, ▇▇▇ COUNTY, FLORIDA; THENCE NORTH 00 degrees 52'8" EAST ALONG THE EAST
SECTION LINE OF SAID SECTION 31, A DISTANCE OF 1563.32 FEET; TO THE INTERSECTION
OF THE CENTERLINE OF HOMESTEAD ROAD (80' RIGHT-OF-WAY); AND THE EAST SECTION
LINE OF SAID SECTION 31, THENCE NORTH 45 degrees 11'33" WEST, ALONG THE
CENTERLINE OF HOMESTEAD ROAD, A DISTANCE OF 375.19 FEET, TO THE INTERSECTION OF
THE CENTERLINE OF HOMESTEAD ROAD AND SOUTH LOOP BOULEVARD (80' RIGHT-OF-WAY);
THENCE SOUTH 44 degrees 48'27" WEST ALONG THE CENTERLINE OF SOUTH LOOP
BOULEVARD, A DISTANCE OF 219.60 FEET, TO THE POINT OF CURVATURE OF A CURVE TO
THE RIGHT HAVING A RADIUS OF 265.05 FEET, A DELTA ANGLE OF 44 degrees 40'46";
THENCE ALONG SAID CURVE AN ARC DISTANCE OF 206.69 FEET, TO THE POINT OF
TANGENCY, THENCE SOUTH 89 degrees 29'13" WEST, A DISTANCE OF 759.53 FEET, TO THE
INTERSECTION OF THE ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ (80'
RIGHT-OF-WAY); THENCE NORTH 00 degrees 30'47" WEST, A DISTANCE OF 65.00 FEET, TO
THE POINT OF CURVATURE OF A CURVE TO THE LEFT, HAVING A RADIUS OF 139.66 FEET,
AND A DELTA ANGLE OF 44 degrees 40'46", THENCE ALONG SAID CURVE AN ARC DISTANCE
OF 108.91 FEET, TO THE POINT OF TANGENCY; THENCE SOUTH 44 degrees 48'27" WEST, A
DISTANCE OF 40.00 FEET, TO THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF BUSINESS WAY;
THENCE NORTH 45 degrees 11'33" WEST, ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF
760.40 FEET TO THE POINT OF BEGINNING.
THENCE DEPARTING SAID RIGHT-OF-WAY LINE SOUTH 44 degrees 48'27" WEST, A DISTANCE
OF 432.69 FEET TO THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SOUTH LOOP BOULEVARD
(80' R/W); THENCE ALONG SAID RIGHT-OF-WAY LINE NORTH 45 degrees 11'33" WEST, A
DISTANCE OF 14.16 FEET TO THE POINT OF CURVATURE OF A TANGENT CURVE CONCAVE
NORTHEASTERLY; THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS
OF 110.00 FEET, A DELTA ANGLE OF 45 degrees 32'01", THE CHORD FOR WHICH BEARS
NORTH 22 degrees 25'32" WEST, 85.14 FEET, AN ARC DISTANCE OF 87.42 FEET TO THE
END OF SAID CURVE; THENCE NORTH 00 degrees 20'28" EAST, A DISTANCE OF 462.83
FEET, TO THE POINT OF CURVATURE OF A TANGENT CURVE CONCAVE EASTERLY; THENCE
ALONG THE ARC OF SAID
9393.9 (NHP Portfolio Lease)
CURVE TO THE RIGHT, HAVING A RADIUS OF 30.00 FEET, A DELTA ANGLE OF 44 degrees
27'59", THE CHORD FOR WHICH BEARS NORTH 22 degrees 34'27" EAST, 22.70 FEET, AN
ARC DISTANCE OF 23.28 FEET TO THE END OF SAID CURVE; THENCE NORTH 44 degrees
48'27" EAST, A DISTANCE OF 18.43 FEET, TO THE POINT OF CURVATURE OF A TANGENT
CURVE CONCAVE SOUTHEASTERLY, THENCE ALONG THE ARC OF SAID CURVE TO THE RIGHT,
HAVING A RADIUS OF 30.00 FEET A DELTA ANGLE OF 90 degrees 00'00", THE CHORD FOR
WHICH BEARS NORTH 89 degrees 48'27" WEST, 42.43 FEET, AN ARC DISTANCE OF 47.12
FEET TO THE SOUTHERLY RIGHT-OF-WAY LINE OF BUSINESS WAY AND THE END OF SAID
CURVE; THENCE SOUTH 45 degrees 11'33" EAST, A DISTANCE OF 395.46 FEET, TO THE
POINT OF BEGINNING.
ALSO KNOWN AS PART OF BLOCK 10, OF THE UNRECORDED PLAT OF SUNSHINE SHOPPING
PLAZA, LEHIGH ACRES.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-31
Sterling House of Washington Township
SITUATED IN THE STATE OF OHIO, IN THE COUNTY OF ▇▇▇▇▇▇▇▇▇▇ AND IN THE TOWNSHIP
OF WASHINGTON:
SITUATED IN THE NORTHEAST QUARTER OF SECTION 36, TOWN 3, RANGE 5 MRS, WASHINGTON
TOWNSHIP, ▇▇▇▇▇▇▇▇▇▇ COUNTY, OHIO, BEING PART OF THE LAND CONVEYED TO THE BANK
ONE TRUST CO., N.A. BY DEED RECORDED IN MICROFICHE NUMBER 93-281A11 OF THE DEED
RECORDS OF ▇▇▇▇▇▇▇▇▇▇ COUNTY, OHIO, AND BEING A TRACT OF LAND MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF LOT 28 OF THE ▇▇▇▇▇▇ FARM, SECTION ONE,
RECORDED IN PLAT BOOK 162, PAGE 27 OF THE PLAT RECORDS OF SAID COUNTY, SAID
CORNER BEING ON THE EAST RIGHT-OF-WAY LINE OF ▇▇▇▇▇▇ FARM ▇▇▇▇;
THENCE FROM SAID POINT OF BEGINNING NORTH 04 DEGREES 04 MINUTES 53 SECONDS EAST
WITH THE EAST RIGHT-OF-WAY LINE OF ▇▇▇▇▇▇ FARM LANE AS SHOWN ON P.B. 162, PAGE
26, A DISTANCE OF 260.00 FEET;
THENCE NORTH 87 DEGREES 43 MINUTES 16 SECONDS EAST, PARALLEL WITH THE NORTH LINE
OF SAID THE ▇▇▇▇▇▇ FARM, SECTION ONE, A DISTANCE OF 449.28 FEET TO THE EAST LINE
OF SAID SECTION 36;
THENCE SOUTH 03 DEGREES 28 MINUTES 29 SECONDS WEST, WITH THE EAST LINE OF THE
SAID SECTION 36 A DISTANCE OF 259.71 FEET TO THE NORTHEAST CORNER OF LOT 30 OF
SAID THE ▇▇▇▇▇▇ FARM, SECTION ONE;
THENCE SOUTH 87 DEGREES 43 MINUTES 16 SECONDS WEST, WITH THE NORTH LINE OF LOTS
28, 29 AND 30 OF SAID THE ▇▇▇▇▇▇ FARM, SECTION ONE, A DISTANCE OF 452.05 FEET TO
THE POINT OF BEGINNING, CONTAINING 2.673 ACRES OF LAND.
BEARINGS ARE BASED ON THE NORTH LINE OF THE ▇▇▇▇▇▇ FARM, SECTION ONE, P.B. 162,
PAGE 27.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-32
Sterling House of Palm Coast
A PARCEL OF LAND BEING A PORTION OF RESERVED PARCEL "B" ACCORDING TO THE
SUBDIVISION MAP COUNTRY CLUB COVE SECTION-8, PALM COAST RECORDED IN MAP BOOK 6,
PAGES 28 THROUGH 33, OF THE PUBLIC RECORDS OF FLAGLER COUNTY, FLORIDA, BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
A POINT OF REFERENCE BEING THE SOUTHWEST CORNER OF SAID RESERVED PARCEL "B",
THENCE NORTH 26 degrees 39'01" WEST ALONG THE WEST LINE OF RESERVED PARCEL "B"
BEING COMMON AS THE EASTERLY RIGHT-OF-WAY LINE OF CLUB HOUSE DRIVE (60' R/W) A
DISTANCE OF 200.00 FEET TO THE POINT OF BEGINNING OF THIS DESCRIPTION, THENCE
CONTINUE NORTH 26 degrees 39'01" WEST A DISTANCE OF 354.22 FEET, THENCE NORTH 63
degrees 20'59" EAST A DISTANCE OF 326.66 FEET, THENCE SOUTH 04 degrees 13'35"
EAST A DISTANCE OF 1.73 FEET, THENCE SOUTH 26 degrees 39'01" EAST ALONG THE WEST
LINE OF THE PLAT LAKE FOREST MAP BOOK 27, PAGES 18 AND 19 A DISTANCE OF 352.62
FEET, THENCE SOUTH 63 degrees 20'59" WEST A DISTANCE OF 326.00 FEET TO THE POINT
OF BEGINNING.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-33
Sterling House of Englewood
A PORTION OF LOT 1971, ROTONDA HEIGHTS, ACCORDING TO THE PLAT THEREOF AS
RECORDED IN PLAT BOOK 8, PAGES 26A THROUGH 26Z, OF THE PUBLIC RECORDS OF
CHARLOTTE COUNTY, FLORIDA, SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCE AT THE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ BEING ON THE NORTH
RIGHT-OF-WAY LINE OF ROTONDA BOULEVARD WEST (100 FOOT RIGHT-OF-WAY) AND THE EAST
RIGHT-OF-WAY LINE OF COUNTY ROAD NO. 775, (100 FOOT RIGHT-OF-WAY); THENCE SOUTH
89 degrees 46'02" EAST ALONG SAID NORTH RIGHT-OF-WAY LINE OF ROTONDA BOULEVARD
WEST, A DISTANCE OF 609.80 FEET TO THE POINT OF BEGINNING. THENCE NORTH 00
degrees 32'51" EAST A DISTANCE OF 118.49 FEET TO THE NORTH LINE OF SAID LOT
1971; THENCE SOUTH 89 degrees 46'11" EAST, ALONG SAID NORTH LINE, A DISTANCE OF
659.31 FEET; THENCE SOUTH 89 degrees 46'10" EAST ALONG SAID NORTH LINE A
DISTANCE OF 663.00 FEET OF THE WEST LINE OF SAID LOT 1971; THENCE NORTH 00
degrees 26'52" EAST, ALONG SAID WEST LINE A DISTANCE OF 538.47 FEET; THENCE
SOUTH 89 degrees 46'10" EAST A DISTANCE OF 400.60 FEET TO THE WEST RIGHT OF WAY
LINE OF ROTONDA BOULEVARD WEST; THENCE SOUTH 20 degrees 13'58" WEST, ALONG SAID
WEST RIGHT OF WAY LINE, A DISTANCE OF 584.20 FEET TO THE POINT OF CURVATURE OF A
CIRCULAR CURVE CONCAVE NORTHWESTERLY HAVING AS ELEMENTS A CENTRAL ANGLE OF 70
degrees 00'00", A RADIUS OF 164.22 FEET AND A CHORD BEARING OF SOUTH 55 degrees
13'58" WEST; THENCE SOUTHWESTERLY ALONG SAID WEST RIGHT OF WAY LINE AND THE ARC
OF SAID CURVE, AN ARC DISTANCE OF 200.63 FEET TO THE NORTH RIGHT OF WAY LINE OF
SAID ROTONDA BOULEVARD WEST AND THE POINT OF TANGENCY OF SAID CURVE, THENCE
NORTH 89 degrees 46'02" WEST ALONG SAID NORTH RIGHT OF WAY LINE, A DISTANCE OF
1371.46 FEET TO THE POINT OF BEGINNING.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-34
Sterling House of Hickory
LOCATED IN CATAWBA COUNTY, NORTH CAROLINA, LYING AND BEING IN HICKORY TOWNSHIP,
CATAWBA COUNTY, NORTH CAROLINA, AND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS: BEGINNING AT A 5/8" IRON PIN FOUND, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇'▇ (DEED BOOK
1446, PAGE ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ THE SOUTHERN MARGIN
OF THE 60' RIGHT ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. (S.R. 1404), SAID PIN ALSO LOCATED
N. 48-17-22 W. 2666.97 FEET FROM N.C. GRID MONUMENT "▇▇▇▇▇▇▇▇▇" PUBLISHED NAD 83
DATUM-N 740,928.643', E 1,316,155.675' & RUNNING WITH KLASSETT'S WESTERN LINE S.
9-35-50 W. 386.00' TO A 5/8" SOLID IRON PIN SET, A NEW CONTROL CORNER; THENCE A
NEW LINE N. 80-24-10 W. 310.00' TO A 5/8" SOLID IRON PIN SET, A NEW CONTROL
CORNER: THENCE A NEW LINE N. 9-35-50 E. 281.00' TO A 5/8" SOLID IRON PIN SET'
THENCE N. 38-05-50 E. 200.37' TO A 5/8" SOLID IRON PIN SET, A NEW CORNER, IN THE
SOUTHERN MARGIN OF THE 60' RIGHT ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.; THENCE WITH THE
SOUTHERN MARGIN OF THE 60' RIGHT ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. (S.R. 1404) AS IT
CURVES IN A COUNTER CLOCKWISE DIRECTION, SAID CURVE HAVING A CHORD BEARING OF S.
62-03-29 E., A CHORD DISTANCE OF 225.87'; A RADIUS OF 733.39' & AN ARC DISTANCE
OF 226.77' TO THE POINT OF BEGINNING, ALSO BEING LOT NO. 1 OF ▇▇▇▇▇ OPERATING
COMPANY, INC., AS RECORDED IN PLAT BOOK 42, AT PAGE 53, OF THE CATAWBA COUNTY
REGISTER OF DEEDS.
9393.9 (NHP Portfolio Lease)
EXHIBIT ▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
ALL THAT CERTAIN PIECE, PARCEL OR LOT OF LAND, SITUATED, LYING AND BEING IN THE
COUNTY OF RICHLAND, STATE OF SOUTH CAROLINA, AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT AN IRON PIN AT THE INTERSECTION OF THE SOUTHERLY RIGHT-OF-WAY OF
FAIRFOREST ROAD AND THE EASTERLY RIGHT-OF-WAY OF WOODCROSS DRIVE, THENCE
PROCEEDING ALONG SAID SOUTHERLY RIGHT-OF-WAY OF FAIRFOREST ROAD THE FOLLOWING
TWO COURSES AND DISTANCES (1) N 52 DEGREES 43 MINUTES 57 SECONDS E 205.90 FEET;
(2) WITH A CURVE TO THE RIGHT HAVING A RADIUS OF 454.21 FEET, AN ARC LENGTH OF
206.09 FEET AND A CHORD WHICH BEARS N 65 DEGREES 43 MINUTES 38 SECONDS E 204.32
FEET TO AN IRON PIN; THENCE LEAVING SAID RIGHT-OF-WAY AND PROCEEDING ALONG THE
COMMON LINE OF ▇▇▇▇▇▇▇▇ COMMUNITY ASSOCIATION, INC., S 24 DEGREES 20 MINUTES 33
SECONDS E 283.43 FEET TO AN IRON PIN; THENCE LEAVING SAID COMMON LINE AND
PROCEEDING S 57 DEGREES 04 MINUTES 03 SECONDS W 88.32 FEET TO AN IRON PIN;
THENCE TURNING AND PROCEEDING S 65 DEGREES 37 MINUTES 46 SECONDS W 263.32 FEET
TO AN IRON PIN BEING ON THE EASTERLY RIGHT-OF-WAY OF WOODCROSS DRIVE; THENCE
PROCEEDING ALONG SAID EASTERLY RIGHT-OF-WAY OF WOODCROSS DRIVE THE FOLLOWING TWO
COURSES AND DISTANCES (1) WITH A CURVE TO THE LEFT HAVING A RADIUS OF 447.23
FEET, AN ARC LENGTH OF 52.52 FEET AND A CHORD WHICH BEARS N 33 DEGREES 49
MINUTES 04 SECONDS W 52.49 FEET, (2) N 37 DEGREES 16 MINUTES 13 SECONDS W 204.35
FEET TO THE POINT OF BEGINNING (POB).
THIS BEING THE SAME PROPERTY AS CONVEYED BY STERLING HOUSE CORPORATION, A KANSAS
CORPORATION, TO MLD DELAWARE TRUST, A DELAWARE BUSINESS TRUST, ON APRIL 8, 1998
AND RECORDED WITH THE CLERK OF RICHLAND COUNTY IN BOOK 48, PAGE 395.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-36
Clare Bridge of Gainesville
PARCEL 1:
A PARCEL OF LAND LYING IN THE NORTHEAST 1/4 OF SECTION 22, TOWNSHIP 9 SOUTH,
RANGE 19 EAST, ALACHUA COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCE AT THE NORTHEAST CORNER OF SAID SECTION 22, AND RUN SOUTH 89 degrees
31'17" WEST, ALONG THE NORTH LINE OF SAID NORTHEAST 1/4 OF SAID SECTION 22, A
DISTANCE OF 750.01 FEET; THENCE SOUTH 00 degrees 28'43" EAST, 60.00 FEET TO THE
SOUTHEAST CORNER OF LANDS DESCRIBED IN OFFICIAL RECORDS BOOK 1865, PAGE 2585 OF
THE PUBLIC RECORDS OF ALACHUA COUNTY, FLORIDA; THENCE SOUTH 00 degrees 27'00"
EAST, 515.96 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 89 degrees 33'00"
WEST, 228.54 FEET; THENCE NORTH 45 degrees 27'00" WEST, 60.10 FEET; THENCE SOUTH
00 degrees 27'00" EAST, 48.89 FEET; THENCE SOUTH 64 degrees 06'16" WEST, 68.64
FEET; THENCE SOUTH 25 degrees 53'44" EAST, 124.88 FEET; THENCE SOUTH 64 degrees
06'16" WEST, 17.59 FEET TO THE BEGINNING OF A NON-TANGENT CURVE TO THE LEFT,
CONCAVE NORTHEASTERLY, WHOSE RADIAL POINT BEARS NORTH 59 degrees 28'06" EAST,
125.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 45
degrees 39'41" A DISTANCE OF 99.62 FEET TO A POINT OF COMPOUND CURVATURE OF A
CURVE TO THE LEFT, CONCAVE NORTHERLY HAVING A RADIUS OF 200.00 FEET; THENCE
ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 48 degrees 05'54" A
DISTANCE OF 167.89 FEET TO A POINT OF REVERSE CURVATURE OF A CURVE TO THE RIGHT,
CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 100.00 FEET; THENCE ALONG THE ARC OF
SAID CURVE THROUGH A CENTRAL ANGLE OF 33 degrees 50'29" A DISTANCE OF 59.06
FEET; THENCE NORTH 89 degrees 33'00" EAST, 1.55 FEET; THENCE NORTH 00 degrees
27'00" WEST, 170.04 FEET TO THE POINT OF BEGINNING.
9393.9 (NHP Portfolio Lease)
EXHIBIT ▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
A PARCEL OF LAND BEING A PORTION OF ▇▇▇ ▇▇ ▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇ DEVELOPMENT
COMPANY'S PLAT OF SECTION 29, TOWNSHIP 3 SOUTH, RANGE 14 WEST, AS RECORDED IN
PLAT BOOK 6, PAGE 19, OF THE PUBLIC RECORDS OF BAY COUNTY, FLORIDA; BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SAID LOT
81; THENCE S89 degrees 14'37"E., ALONG THE NORTH LINE OF SAID LOT 81, 199.03
FEET, TO THE POINT OF BEGINNING; THENCE CONTINUE S89 degrees 14'37"E., ALONG
SAID NORTH LINE, 410.00 FEET TO THE WESTERLY RIGHT-OF-WAY LINE OF ▇▇▇▇▇▇▇▇
AVENUE (100 FOOT R/W); THENCE S.00 degrees 26'04"W., ALONG SAID WESTERLY
RIGHT-OF-WAY LINE, 265.00 FEET; THENCE N.89 degrees 14'37"W., 410.00 FEET;
THENCE N.00 degrees 26'04"E., 265.00 FEET TO THE POINT OF BEGINNING. SAID PARCEL
CONTAINING 2.50 ACRES, MORE OR LESS.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-38
Sterling House of Greenville
ALL THAT CERTAIN PIECE, PARCEL OR LOT OF LAND, SITUATE, LYING AND BEING IN THE
CITY OF GREENVILLE, COUNTY OF GREENVILLE, STATE OF SOUTH CAROLINA, BEING SHOWN
AND DESIGNATED AS 2.699 ACRES, MORE OR LESS ON A PLAT PREPARED FOR STERLING
HOUSE CORPORATION BY ▇▇▇ AND ▇▇▇▇▇▇▇, INC., DATED JULY 8, 1997, AND RECORDED IN
THE OFFICE OF THE REGISTER OF DEEDS FOR GREENVILLE COUNTY IN PLAT BOOK 36-H, AT
PAGES 93A&B; AND BEING FURTHER SHOWN AND DELINEATED ON A PLAT PREPARED FOR
STERLING HOUSE CORPORATION, BY ▇▇▇ AND ▇▇▇▇▇▇▇, INC., DATED JULY 14, 1998, AND
RECORDED IN THE OFFICE OF THE REGISTER OF DEEDS FOR GREENVILLE COUNTY IN PLAT
BOOK ____ AT PAGE ______; AND ACCORDING TO SAID PLAT HAVING THE FOLLOWING METES,
BOUNDS, COURSES AND DISTANCES TO WIT:
BEGINNING AT A POINT MARKED BY A P.K. NAIL IN THE CENTERLINE OF BRUSHY CREEK
ROAD, WHICH POINT IS 496+/- FEET FROM THE INTERSECTION OF BRUSHY CREEK ROAD AND
TAYLORS ROAD AND RUNNING S89 degrees 54'03"W FOR A DISTANCE OF 251.65 FEET ALONG
PROPERTY NOW OR FORMERLY OF ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ TO A P.K. NAIL; THENCE TURNING AND
RUNNING ALONG TAYLORS ROAD N07 degrees 33'40"W FOR A DISTANCE OF 80.92 FEET TO A
P.K. NAIL; THENCE CONTINUING ALONG TAYLORS ROAD N11 degrees 42'18"W FOR A
DISTANCE OF 70.86 FEET TO A P.K. NAIL; THENCE TURNING AND RUNNING S89 degrees
57'30"E FOR A DISTANCE OF 32.49 FEET ALONG PROPERTY NOW OR FORMERLY ▇▇▇▇▇ ▇.
▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ TO A 1 1/4" PINCH TOP; THENCE TURNING AND RUNNING
N27 degrees 58'44"E FOR A DISTANCE OF 327.17 FEET ALONG PROPERTY NOW OR FORMERLY
OF ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ TO A 1 PINCH TOP; THENCE TURNING AND
RUNNING S59 degrees 24'20"E FOR A DISTANCE OF 300.90 FEET ALONG PROPERTY NOW OR
FORMERLY THE PALMETTO BANK, AS SUCCESSOR, TO A P.K. NAIL IN THE CENTERLINE OF
BRUSHY CREEK ROAD; THENCE TURNING AND RUNNING S30 degrees 34'19"W FOR A DISTANCE
OF 330.94 FEET ALONG THE CENTERLINE OF BRUSHY CREEK ROAD TO A P.K. NAIL AT THE
POINT AND PLACE OF BEGINNING.
THIS BEING THE SAME PROPERTY AS CONVEYED BY STERLING HOUSE CORPORATION, A KANSAS
CORPORATION, TO MLD DELAWARE TRUST, A DELAWARE BUSINESS TRUST, ON SEPTEMBER 4,
1998 AND RECORDED WITH THE CLERK OF GREENVILLE COUNTY IN BOOK 1786, PAGE 874.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-39
Sterling House of Lancaster
SITUATED IN THE CITY OF LANCASTER, COUNTY OF FAIRFIELD, STATE OF OHIO AND BEING
A PART OF SECTION 35, TOWNSHIP 15 (GREENFIELD), RANGE 19, ALSO BEING A PART OF
BLOCK 4 OF THE COLONIAL HEIGHTS ADDITION AND PARTS OF BLOCKS 4 AND 5 OF THE
WESTVIEW HEIGHTS ADDITION, AS RECORDED IN THE PLAT BOOKS OF FAIRFIELD COUNTY, A
TRACT OF LAND BOUNDED AND DESCRIBED AS FOLLOWS:
BEGINNING AT AN IRON PIPE SET ON THE WEST RIGHT-OF-WAY LINE OF WHITTIER STREET
AND DESCRIBED AS LYING SOUTH 14 degrees 49'00" W, A DISTANCE OF 283.30 FEET FROM
AN IRON PIPE FOUND MARKING THE INTERSECTION OF THE SOUTH RIGHT-OF-WAY LINE OF
SCENIC DRIVE WITH THE WEST RIGHT-OF-WAY LINE OF WHITTIER STREET (BOTH STREETS
DEDICATED); THENCE CONTINUING ALONG THE WEST RIGHT-OF-WAY LINE OF WHITTIER
STREET, SOUTH 14 degrees 49'00" W, A DISTANCE OF 266.70 FEET TO AN IRON PIPE SET
MARKING THE SOUTHEAST CORNER OF A 6.07 ACRE TRACT AS DESCRIBED IN DEED VOLUME
401, PAGE 387 OF THE FAIRFIELD COUNTY DEED RECORDS; THENCE ALONG THE SOUTH LINE
OF SAID 6.07 ACRE TRACT, AND BEING THE NORTH RIGHT-OF-WAY LINE OF SCHORRWAY
DRIVE, NORTH 68 degrees 36'00" W, A DISTANCE OF 300.00 FEET TO AN IRON PIN SET;
THENCE PARALLEL WITH THE WEST RIGHT-OF-WAY LINE OF WHITTIER DRIVE, NORTH 14
degrees 49'00" E, A DISTANCE OF 232.97 FEET TO AN IRON PIN SET; THENCE SOUTH 75
degrees 03'21" E, A DISTANCE OF 298.02 FEET TO THE POINT OF BEGINNING AND
CONTAINING 1.709 ACRES OF LAND, MORE OR LESS, SUBJECT HOWEVER TO ALL PRIOR
EASEMENTS OF RECORD.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-40
Sterling House of Youngstown
SITUATED IN ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇:
KNOWN AS BEING LOT NO. 62033 IN HOME ▇▇▇▇ PLAT NO. 1 AS FOUND IN VOLUME 93, AT
PAGE 229 OF THE MAHONING COUNTY RECORD OF PLATS.
BEGINNING AT AN IRON PIN SET ON THE NORTHERLY RIGHT-OF-WAY OF ▇▇▇▇▇▇▇▇ ROAD
NORTH 87 DEGREES 13 MINUTES 00 SECONDS WEST 60.00 FEET FROM AN IRON PIN FOUND AT
THE ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇ THE NORMANDY PLAT NO. 1 AS FOUND IN
VOLUME 84 AT PAGE ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇;
THENCE ALONG SAID RIGHT-OF-WAY NORTH 87 DEGREES 13 MINUTES 00 SECONDS WEST A
DISTANCE OF 286.74 FEET TO AN IRON PIN FOUND ON THE EASTERLY LINE OF LANDS NOW
OR FORMERLY OF ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇;
THENCE ALONG SAID ▇▇▇▇▇ LANDS NORTH 03 DEGREES 27 MINUTES 00 SECONDS EAST A
DISTANCE OF 310.02 FEET TO AN IRON PIN SET;
THENCE SOUTH 87 DEGREES 13 MINUTES 00 SECONDS EAST A DISTANCE OF 286.74 FEET TO
AN IRON PIN SET;
THENCE SOUTH 03 DEGREES 27 MINUTES 00 SECONDS WEST A DISTANCE OF 310.02 FEET TO
THE POINT OF BEGINNING AND CONTAINING WITHIN SAID BOUNDS 2.041 ACRES OF LAND,
MORE OR LESS, AS SHOWN BY SAID PLAT.
PERMANENT PARCEL NO: 53-150-0-219.00
9393.9 (NHP Portfolio Lease)
EXHIBIT A-41
Woven Hearts of Deptford I & II
BEING ▇▇▇ ▇.▇▇, ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇ THE OFFICIAL TAX MAP OF THE TOWNSHIP OF
DEPTFORD, COUNTY OF GLOUCESTER, STATE OF NEW JERSEY, MORE SPECIFICALLY DESCRIBED
AS FOLLOWS:
BEGINNING AT AN IRON PIN WITH CAP SET IN THE WESTERLY SIDELINE OF DELSEA DRIVE
(A.K.A. NEW JERSEY STATE HIGHWAY ROUTE 47, 66 FOOT WIDE R.O.W.), SAID POINT
BEING DISTANT NORTH 07 DEGREES 50 MINUTES 00 SECONDS EAST, A DISTANCE OF 175.79
FEET FROM A POINT FORMED BY THE INTERSECTION OF THE DIVIDING LINE BETWEEN ▇▇▇ ▇,
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇ 86, WHERE SAID INTERSECTION ALSO BEING MARKED BY A
CONCRETE MONUMENT FOUND INSCRIBED "▇▇▇▇ ▇'▇▇▇▇▇▇" AND FROM SAID POINT OF
BEGINNING RUNNING; THENCE
1. ALONG THE DIVIDING LINE BETWEEN LOT 9 AND LOT 9.01, NORTH 77 DEGREES 20
MINUTES 22 SECONDS WEST A DISTANCE OF 450.00 FEET TO AN IRON PIN WITH CAP
SET; THENCE
2. CONTINUING ALONG THE DIVIDING LINE BETWEEN LOT 9 AND LOT 9.01, NORTH 08
DEGREES 41 MINUTES 06 SECONDS EAST, A DISTANCE OF 449.37 FEET TO AN IRON
PIN WITH CAP SET; THENCE
3. CONTINUING ALONG THE DIVIDING LINE BETWEEN LOT 9 AND 9.01, NORTH 54
DEGREES 24 MINUTES 00 SECONDS EAST, A DISTANCE OF 99.71 FEET TO AN IRON
PIN WITH CAP SET; THENCE
4. ALONG THE DIVIDING LINE BETWEEN LOT 9.01 AND ▇▇▇ ▇▇ & ▇▇, ▇▇▇▇▇ ▇▇ DEGREES
36 MINUTES 00 SECONDS EAST, A DISTANCE OF 390.00 FEET TO A STONE MONUMENT
FOUND; THENCE
5. CONTINUING ALONG THE DIVIDING LINE BETWEEN LOT 9.01 AND ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇
DEGREES 44 MINUTES 00 SECONDS EAST, A DISTANCE OF 101.22 FEET TO A POINT
ON THE WESTERLY SIDELINE OF DELSEA DRIVE; THENCE
6. ALONG THE WESTERLY SIDELINE OF DELSEA DRIVE, SOUTH 07 DEGREES 50 MINUTES
00 SECONDS WEST, A DISTANCE OF 270.0 FEET TO THE POINT AND PLACE OF
BEGINNING.
TOGETHER WITH A NONEXCLUSIVE EASEMENT FOR INGRESS AND EGRESS TO AND FROM LOT
9.01, FOR CONSTRUCTION AND MAINTENANCE OF A STREET OR ROAD, AND INSTALLATION AND
MAINTENANCE OF UTILITY LINES AND INFRASTRUCTURE FOR PROVIDING WATER, SEWER,
ELECTRIC, CABLE TV, GAS, TELEPHONE AND ANY OTHER UTILITIES TO SAID LOT 9.01.
9393.9 (NHP Portfolio Lease)
EXHIBIT ▇-▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Crossings at Albany
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE STATE OF OREGON, COUNTY OF LINN,
CITY OF ALBANY, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL A: (TL 502)
BEGINNING ON THE NORTH LINE OF AND SOUTH 89 degrees 49' EAST 30.0 FEET FROM THE
NORTHWEST CORNER OF THE ▇▇▇▇ ▇▇▇▇▇▇▇▇ DONATION LAND CLAIM 51, IN TOWNSHIP 11
SOUTH, RANGE 3 WEST OF THE WILLAMETTE MERIDIAN IN LINN COUNTY, OREGON, SAID
BEGINNING POINT BEING ON THE EAST LINE OF A COUNTY ROAD AND RUNNING THENCE SOUTH
89 degrees 49' EAST ALONG THE NORTH LINE OF SAID CLAIM, A DISTANCE OF 450.0
FEET; THENCE SOUTH 1 degrees 36' EAST PARALLEL TO THE WEST LINE OF SAID CLAIM A
DISTANCE OF 807.31 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF A COUNTY ROAD;
THENCE NORTH 65 degrees 58' WEST ALONG SAID RIGHT OF WAY 379.06 FEET TO A POINT
OF CURVE ON SAID RIGHT OF WAY; THENCE ALONG SAID RIGHT OF WAY ON A 190.4 FOOT
RADIUS CURVE TO THE RIGHT (THE LONG CHORD OF WHICH BEARS NORTH 44 degrees 21.4'
WEST 140.24 FEET) A DISTANCE OF 143.63 FEET; THENCE SOUTH 89 degrees 49' EAST
PARALLEL WITH THE NORTH LINE OF DONATION LAND CLAIM 51, A DISTANCE OF 112.15
FEET; THENCE NORTH 1 degrees 36' WEST PARALLEL WITH THE WEST LINE OF SAID CLAIM
51, A DISTANCE OF 130.0 FEET; THENCE NORTH 89 degrees 49' WEST PARALLEL WITH THE
NORTH LINE OF SAID CLAIM 51 A DISTANCE OF 125.0 FEET TO THE EAST LINE OF A
COUNTY ROAD; THENCE NORTH 1 degrees 36' WEST 424.0 FEET TO THE PLACE OF
BEGINNING.
EXCEPT THAT PROPERTY CONVEYED TO THE CITY OF ALBANY FOR PERIWINKLE CREEK RIGHT
OF WAY IN DEED RECORDED JUNE 28, 1973 IN MF VOLUME 66, PAGE ▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇.
ALSO EXCEPT THAT PROPERTY CONVEYED TO THE CITY OF ALBANY FOR ▇▇▇▇▇ STREET RIGHT
OF WAY BY DEEDS RECORDED MAY 27, 1975 IN MF VOLUME 109, PAGE 22 AND MF VOLUME
109, PAGE ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇.
ALSO EXCEPT (TL 501) BEGINNING SOUTH 1 degrees 36' EAST 424.0 FEET FROM A POINT
ON THE NORTH LINE OF AND SOUTH 89 degrees 49' EAST 30.0 FEET FROM THE
9393.9 (NHP Portfolio Lease)
NORTHWEST CORNER OF THE ▇▇▇▇ ▇▇▇▇▇▇▇▇ DONATION LAND CLAIM ▇▇. ▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇ 3 WEST OF THE WILLAMETTE MERIDIAN IN LINN COUNTY, OREGON; SAID
BEGINNING POINT BEING ON THE EAST LINE OF A COUNTY ROAD; AND RUNNING THENCE
SOUTH 89 degrees 49' EAST PARALLEL WITH THE NORTH LINE OF SAID CLAIM, A DISTANCE
OF 125.0 FEET; THENCE SOUTH 1 degrees 36' EAST PARALLEL WITH THE WEST LINE OF
SAID CLAIM, A DISTANCE OF 130.0 FEET; THENCE NORTH 89 degrees 49' WEST PARALLEL
WITH THE NORTH LINE OF SAID CLAIM, A DISTANCE OF 112.15 FEET TO THE EASTERLY
RIGHT OF WAY OF SAID COUNTY ROAD; THENCE ALONG SAID RIGHT OF WAY ON A 190.4 FOOT
RADIUS CURVE TO THE RIGHT (THE LONG CHORD OF WHICH BEARS NORTH 12 degrees 10.4'
WEST 69.88 FEET) A DISTANCE OF 70.27 FEET; THENCE NORTH 1 degrees 36' WEST 61.68
FEET TO THE PLACE OF BEGINNING.
SAVE AND EXCEPT THAT PROPERTY CONVEYED TO THE CITY OF ALBANY FOR ▇▇▇▇▇ STREET
RIGHT OF WAY RECORDED SEPTEMBER 18, 1973 IN VOLUME 71, PAGE 524, LINN COUNTY
MICROFILM RECORDS.
ALSO EXCEPT THE FOLLOWING: (TL 506) BEGINNING AT A POINT ON THE NORTHERLY RIGHT
OF WAY OF GRAND PRARIE ROAD, SAID POINT ALSO BEING NORTH 11 degrees 55' 59" EAST
5.11 FEET AND NORTH 65 degrees 58' 43" WEST A DISTANCE OF 208.03 FEET FROM THE
SOUTHEAST CORNER OF TRACT 12 OF ▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ HOME FARM IN TOWNSHIP 11 SOUTH,
RANGE 3 WEST OF THE WILLAMETTE MERIDIAN IN LINN COUNTY, OREGON; AND RUNNING
THENCE NORTH 11 degrees 55' 59" EAST A DISTANCE OF 208.03 FEET; THENCE SOUTH 65
degrees 58' 43" EAST 82.06 FEET THENCE NORTH 12 degrees 59' 24" EAST 259.86
FEET; THENCE NORTH 77 degrees 00' 36" WEST 400.00 FEET; THENCE SOUTH 83 degrees
32' 42" WEST 120.37 FEET; THENCE NORTH 77 degrees 00' 36" WEST 84.00 FEET;
THENCE SOUTH 12 degrees 59' 24" WEST 38.00 FEET; THENCE NORTH 77 degrees 00' 36"
WEST 110.0 FEET; THENCE NORTH 54 degrees 13' 39" WEST 108.46 FEET; THENCE NORTH
77 degrees 00' 36" WEST 120.00 FEET; THENCE SOUTH 44 degrees 19' 26" WEST 38.80
FEET TO THE NORTHEAST CORNER OF THAT CERTAIN DESCRIBED TRACT IN MICROFILM VOLUME
MF 338-89 OF THE LINN COUNTY MICROFILM RECORDS; THENCE SOUTH 01 degrees 36' 00"
EAST ALONG SAID EAST LINE 130.00 FEET TO THE SOUTHEAST CORNER THEREOF; THENCE
NORTH 89 degrees 51' 14" WEST ALONG THE SOUTH LINE OF SAID TRACT 112.13 FEET TO
THE EASTERLY RIGHT OF WAY OF ▇▇▇▇▇ STREET; THENCE SOUTHEASTERLY ON A 190.37 FOOT
RADIUS CURVE LEFT A DISTANCE OF 117.68 FEET (THE LONG CHORD OF WHICH BEARS SOUTH
40 degrees 28' 54" EAST 115.82 FEET); THENCE NORTH 24 degrees 01' 17" EAST 3.24
FEET TO A 5/8" IRON ROD ON THE NORTH LINE OF GRAND PRARIE ROAD; THENCE SOUTH 65
degrees 58' 43" EAST ALONG SAID NORTH LINE 869.94 FEET TO THE TRUE PLACE OF
BEGINNING.
9393.9 (NHP Portfolio Lease)
PARCEL C: (TL 506 & 507)
BEGINNING AT A POINT ON THE NORTHERLY RIGHT OF WAY OF GRAND PRARIE ROAD, SAID
POINT ALSO BEING NORTH 11 degrees 55' 59" EAST 5.11 FEET AND NORTH 65 degrees
58' 43" WEST A DISTANCE OF 208.03 FEET FROM THE SOUTHEAST CORNER OF TRACT 12 OF
▇▇▇▇▇ ▇▇▇▇▇▇▇'▇ HOME FARM IN TOWNSHIP 11 SOUTH, RANGE 3 WEST OF THE WILLAMETTE
MERIDIAN IN LINN COUNTY, OREGON; AND RUNNING THENCE NORTH 11 degrees 55' 59"
EAST A DISTANCE OF 208.03 FEET; THENCE SOUTH 65 degrees 58' 43" EAST 82.06 FEET;
THENCE NORTH 12 degrees 59' 24" EAST 259.86 FEET; THENCE NORTH 77 degrees 00'
36" WEST 400.00 FEET; THENCE SOUTH 83 degrees 32' 42" WEST 120.37 FEET; THENCE
NORTH 77 degrees 00' 36" WEST 84.00 FEET; THENCE SOUTH 12 degrees 59' 24" WEST
38.00 FEET; THENCE NORTH 77 degrees 00' 36" WEST 110.0 FEET; THENCE NORTH 54
degrees 13' 39" WEST 108.46 FEET; THENCE NORTH 77 degrees 00' 36" WEST 120.00
FEET; THENCE SOUTH 44 degrees 19' 26" WEST 38.80 FEET TO THE NORTHEAST CORNER OF
THAT CERTAIN DESCRIBED TRACT IN MICROFILM VOLUME MF 338-89 OF THE LINN COUNTY
MICROFILM RECORDS: THENCE SOUTH 01 degrees 36' 00" EAST ALONG SAID EAST LINE
130.00 FEET TO THE SOUTHEAST CORNER THEREOF; THENCE NORTH 89 degrees 51' 14"
WEST ALONG THE SOUTH LINE OF SAID TRACT 112.13 FEET TO THE EASTERLY RIGHT OF WAY
OF ▇▇▇▇▇ STREET; THENCE SOUTHEASTERLY ON A 190.37 FOOT RADIUS CURVE LEFT A
DISTANCE OF 117.68 FEET (THE LONG CHORD OF WHICH BEARS SOUTH 40 degrees 28' 54"
EAST 115.82 FEET); THENCE NORTH 24 degrees 01' 17" EAST 3.24 FEET TO A 5/8" IRON
ROD ON THE NORTH LINE OF GRAND PRARIE ROAD; THENCE SOUTH 65 degrees 58' 43" EAST
ALONG SAID NORTH LINE 869.94 FEET TO THE TRUE PLACE OF BEGINNING.
PARCEL D: (TL 501)
BEGINNING SOUTH 1 degrees 36" EAST 424.0 FEET FROM A POINT ON THE NORTH LINE OF
AND SOUTH 89 degrees 49' EAST 30.0 FEET FROM THE NORTHWEST CORNER OF THE ▇▇▇▇
▇▇▇▇▇▇▇▇ DONATION LAND CLAIM ▇▇. ▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 3 WEST OF THE
WILLAMETTE MERIDIAN IN LINN COUNTY, OREGON; SAID BEGINNING POINT BEING ON THE
EAST LINE OF A COUNTY ROAD; AND RUNNING THENCE SOUTH 89 degrees 49' EAST
PARALLEL WITH THE NORTH LINE OF SAID CLAIM, A DISTANCE OF 125.0 FEET; THENCE
SOUTH 1 degrees 36' EAST PARALLEL WITH THE WEST LINE OF SAID CLAIM, A DISTANCE
OF 130.0 FEET; THENCE NORTH 89 degrees 49' WEST PARALLEL WITH THE NORTH LINE OF
SAID CLAIM, A DISTANCE OF 112.15 FEET TO THE EASTERLY RIGHT OF WAY OF SAID
COUNTY ROAD; THENCE ALONG SAID RIGHT OF WAY ON A 190.4 FOOT RADIUS CURVE TO THE
RIGHT (THE LONG CHORD OF WHICH BEARS NORTH 12 degrees 10.4' WEST 69.88 FEET) A
DISTANCE OF 70.27 FEET; THENCE NORTH 1 degrees 36' WEST 61.68 FEET TO THE PLACE
OF BEGINNING.
SAVE AND EXCEPT THAT PROPERTY CONVEYED TO THE CITY OF ALBANY FOR ▇▇▇▇▇ STREET
RIGHT OF WAY RECORDED SEPTEMBER 18, 1973 IN VOLUME 71, PAGE 524, LINN COUNTY
MICROFILM RECORDS.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-43
Riverplace
PARCEL A
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE STATE OF IDAHO, COUNTY OF ADA,
AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
A PARCEL OF LAND LYING IN PORTIONS OF ▇▇▇▇ ▇ ▇▇▇ ▇ ▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ACRES
SUBDIVISION NO. 2, AS FILED FOR RECORD IN THE OFFICE OF THE ADA COUNTY RECORDER,
BOISE, IDAHO IN BOOK 18 OF PLATS AT PAGES 1183 AND 1184, AND LYING IN A PORTION
OF THE NORTHEAST QUARTER OF SECTION 23, TOWNSHIP 3 NORTH, RANGE 2 EAST, BOISE
MERIDIAN, BOISE, ADA COUNTY, IDAHO BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SECTION CORNER COMMON TO SECTIONS 13, 14, 24 AND SAID SECTION
23 FROM WHICH THE EAST BOUNDARY OF SAID SECTION 23 BEARS SOUTH 0 degrees 19' 34"
WEST; THENCE NORTH 87 degrees 19' 10" WEST FOR A DISTANCE OF 431.35 FEET TO A
POINT ON CURVE MARKED BY AN ALUMINUM PIPE BEING ON THE SOUTHWESTERLY
RIGHT-OF-WAY LINE OF EAST PARKCENTER BOULEVARD; THENCE SOUTHEASTERLY ALONG SAID
SOUTHWESTERLY RIGHT-OF-WAY LINE ALONG A CURVE TO THE RIGHT 210.02 FEET, SAID
CURVE HAVING A RADIUS OF 1,372.40 FEET, A CENTRAL ANGLE OF 8 degrees 46' 04",
TANGENTS OF 105.21 FEET AND A CHORD LENGTH OF 209.81 FEET BEARING SOUTH 38
degrees 23' 37" EAST TO A POINT ON CURVE MARKED BY AN IRON PIN, SAID POINT BEING
THE POINT OF BEGINNING; THENCE LEAVING SAID SOUTHWESTERLY RIGHT-OF-WAY LINE OF
EAST PARKCENTER BOULEVARD SOUTH 45 degrees 27' 07" WEST FOR A DISTANCE OF 460.87
FEET TO AN IRON PIN; THENCE SOUTH 44 degrees 32' 53" EAST FOR A DISTANCE OF
382.38 FEET TO AN IRON PIN; THENCE NORTH 45 degrees 27' 07" EAST FOR A DISTANCE
OF 332.78 FEET TO AN IRON PIN ON THE SOUTHWESTERLY RIGHT-OF-WAY OF SAID EAST
PARKCENTER (BOULEVARD); THENCE NORTH 21 degrees 04' 52" WEST ALONG SAID
SOUTHWESTERLY RIGHT-OF-WAY LINE FOR A DISTANCE OF 101.11 FEET TO AN IRON PIN
MARKING A POINT OF CURVATURE; THENCE ALONG A CURVE TO THE LEFT ON SAID
SOUTHWESTERLY RIGHT-OF-WAY LINE OF EAST PARKCENTER BOULEVARD FOR A DISTANCE OF
303.28 FEET, SAID CURVE HAVING A RADIUS OF 1,372.40 FEET, A CENTRAL ANGLE OF 12
degrees 39' 41", TANGENTS OF 152.26 FEET, AND A CHORD LENGTH OF 302.66 FEET
BEARING NORTH 27 degrees 40' 44" WEST TO THE POINT OF BEGINNING.
9393.9 (NHP Portfolio Lease)
PARCEL A-1
EASEMENT RIGHTS FOR INGRESS AND EGRESS AS CREATED UNDER THAT CERTAIN
CROSS-EASEMENT AGREEMENT RECORDED MAY 3, 1990 AS INSTRUMENT NO. 9023531, RECORDS
OF ADA COUNTY, IDAHO.
PARCEL B
A PARCEL OF LAND LYING IN A PORTION OF LOT 1 OF ▇.▇. ▇▇▇▇▇ COUNTRY ACRES
SUBDIVISION NO. 2, AS FILED FOR RECORD IN THE OFFICE OF THE ADA COUNTY RECORDER,
BOISE, IDAHO IN BOOK 18 OF PLATS AT PAGES 1183 AND 1184, AND LYING IN A PORTION
OF THE NORTHEAST QUARTER OF SECTION 23, TOWNSHIP 3 NORTH, RANGE 2 EAST, BOISE
MERIDIAN, BOISE, ADA COUNTY, IDAHO AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SECTION CORNER COMMON TO SECTIONS 13, 14, 24 AND SAID SECTION
23 FROM WHICH THE EAST BOUNDARY OF SAID SECTION 23 BEARS SOUTH 0 degrees 19' 34"
WEST, THENCE; NORTH 87 degrees 19' 10" WEST A DISTANCE OF 431.35 FEET TO A POINT
ON CURVE ON THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF EAST PARKCENTER BOULEVARD,
THENCE SOUTHWESTERLY ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY LINE ALONG A CURVE TO
THE RIGHT 210.02 FEET, SAID CURVE HAVING A CENTRAL ANGLE OF 8 degrees 46' 04", A
RADIUS OF 1,372.40 FEET, TANGENTS OF 105.21 FEET AND A LONG CHORD OF 209.81 FEET
BEARING SOUTH 38 degrees 23' 37" EAST TO A POINT ON CURVE, THENCE; SOUTH 45
degrees 27' 07" WEST A DISTANCE OF 366.83 FEET TO THE TRUE POINT OF BEGINNING,
THENCE; NORTH 44 degrees 32' 53" WEST A DISTANCE OF 252.56 FEET TO A POINT ON
THE NORTHEASTERLY BOUNDARY OF SAID LOT 1 OF ▇.▇. ▇▇▇▇▇ COUNTRY ACRES SUBDIVISION
NO. 2., THENCE; NORTH 65 degrees 09' 16" WEST A DISTANCE OF 126.68 FEET ALONG
SAID NORTHEASTERLY BOUNDARY TO A POINT, THENCE; SOUTH 6 degrees 30' 29" EAST A
DISTANCE OF 322.54 FEET TO A POINT ON THE NORTHEASTERLY BOUNDARY OF LOGGER'S
CREEK COVE SUBDIVISION, AS FILED FOR RECORD IN THE OFFICE OF THE ADA COUNTY
RECORDER, BOISE IDAHO IN BOOK 56 OF PLATS AT PAGES 5204, 5205, AND 5206, THENCE
SOUTHEASTERLY ALONG SAID NORTHEASTERLY BOUNDARY OF LOGGER'S CREEK COVE
SUBDIVISION FOR THE NEXT 3 COURSES, SOUTH 41 DEGREES 16' 01" EAST (FORMERLY
DESCRIBED AS SOUTH 41 DEGREES 15' 21" EAST) A DISTANCE OF 158.93 FEET, SOUTH 48
degrees 10' 31" EAST (FORMERLY DESCRIBED AS SOUTH 48 degrees 09' 51" EAST) A
DISTANCE OF 147.55 FEET, SOUTH 59 degrees 22' 31" EAST (FORMERLY DESCRIBED AS
SOUTH 59 degrees 21' 51" EAST) A DISTANCE OF 107.43 FEET, THENCE; NORTH 45
degrees 27' 07" EAST A DISTANCE OF 121.57 FEET TO A POINT, THENCE; NORTH 44
degrees 32' 53" WEST A DISTANCE OF 292.65 FEET TO A POINT, THENCE; NORTH 45
degrees 27' 07" EAST A DISTANCE OF 94.04 FEET TO THE TRUE POINT OF BEGINNING.
PARCEL C
9393.9 (NHP Portfolio Lease)
A PARCEL OF LAND LYING IN A PORTION OF LOT 2 OF ▇.▇. ▇▇▇▇▇ COUNTRY ACRES
SUBDIVISION NO. 2, AS FILED FOR RECORD IN THE OFFICE OF THE ADA COUNTY RECORDER,
BOISE, IDAHO IN BOOK 18 OF PLATS AT PAGES 1183 AND 1184, AND LYING IN A PORTION
OF THE NORTHEAST QUARTER OF SECTION 23, TOWNSHIP 3 NORTH RANGE 2 EAST, BOISE,
MERIDIAN, BOISE, ADA COUNTY, IDAHO, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SECTION CORNER COMMON TO SECTION 13, 14, 24 AND SAID SECTION
23 FROM WHICH THE EAST BOUNDARY OF SAID SECTION 23 BEARS SOUTH 0 degrees 19' 34"
WEST, THENCE; NORTH 87 degrees 19' 10" WEST A DISTANCE OF 431.35 FEET TO A POINT
ON CURVE ON THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF EAST PARKCENTER BOULEVARD,
THENCE SOUTHEASTERLY ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY LINE ALONG A CURVE TO
THE RIGHT 210.02 FEET, SAID CURVE HAVING A CENTRAL ANGLE OF 8 degrees 46' 04", A
RADIUS OF 1,372.40 FEET, TANGENTS OF 105.21 FEET AND A LONG CHORD OF 209.81 FEET
BEARING SOUTH 38 degrees 23' 37" EAST TO A POINT ON CURVE, THENCE; SOUTH 45
degrees 27' 07" WEST A DISTANCE OF 271.87 FEET TO A POINT ON THE SOUTHWESTERLY
BOUNDARY OF SAID LOT 2 OF ▇.▇. ▇▇▇▇▇ COUNTRY ACRES SUBDIVISION NO. 2, THENCE;
NORTH 65 degrees 09' 16" WEST A DISTANCE OF 269.82 FEET ALONG SAID SOUTHWESTERLY
BOUNDARY OF LOT 2 TO THE TRUE POINT OF BEGINNING, THENCE; NORTH 44 degrees 32'
53" WEST A DISTANCE OF 135.34 FEET TO A POINT, THENCE SOUTH 24 degrees 50' 45"
WEST 47.63 FEET TO A POINT, THENCE SOUTH 65 degrees 09' 16" EAST A DISTANCE OF
126.68 FEET ALONG SAID SOUTHWESTERLY BOUNDARY OF LOT 2 TO THE TRUE POINT OF
BEGINNING.
PARCEL D
A PARCEL OF LAND LYING IN A PORTION OF LOT 1 OF ▇.▇. ▇▇▇▇▇ COUNTRY ACRES
SUBDIVISION NO. 2, AS FILED FOR RECORD IN THE OFFICE OF THE ADA COUNTY RECORDER,
BOISE, ADA COUNTY, IDAHO IN BOOK 18 OF PLATS AT PAGES 1183 AND 1184, AND MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SECTION CORNER COMMON TO SECTION 13, 14, 24 AND SAID SECTION
23 FROM WHICH THE EAST BOUNDARY OF SAID SECTION 23 BEARS SOUTH 0 degrees 19' 34"
WEST; THENCE NORTH 87 DEGREES 19' 10" WEST 431.35 FEET TO A POINT ON CURVE ON
THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF EAST PARKCENTER BOULEVARD; THENCE
SOUTHEASTERLY ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY LINE ALONG A CURVE TO THE
RIGHT 513.29 FEET, SAID CURVE HAVING A CENTRAL ANGLE OF 21 DEGREES 25' 45", A
RADIUS OF 1,372.40 FEET, TANGENTS OF 259.68 FEET AND A LONG CHORD OF 510.31 FEET
BEARING SOUTH 32 degrees 03' ▇▇" ▇▇▇▇ ▇▇ ▇ ▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ CURVE; THENCE
CONTINUING ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY LINE SOUTH 21 degrees 04' 52"
EAST 101.11 FEET TO A POINT ON THE NORTHEASTERLY BOUNDARY OF SAID LOT 1 OF ▇.▇.
▇▇▇▇▇ COUNTRY ACRES SUBDIVISION NO. 2, ALSO SAID POINT BEING THE TRUE POINT OF
BEGINNING; THENCE SOUTH 45 degrees 27' 07" WEST 332.78 FEET TO A POINT; THENCE
NORTH 44 degrees 32' 53" WEST 89.73 FEET TO A POINT;
9393.9 (NHP Portfolio Lease)
THENCE SOUTH 45 degrees 27' 07" WEST 121.57 FEET TO A POINT ON THE NORTHEASTERLY
BOUNDARY OF LOGGER'S CREEK COVE SUBDIVISION, AS FILED FOR RECORD IN THE OFFICE
OF THE ADA COUNTY RECORDER, BOISE, IDAHO IN BOOK 56 OF PLATS AT PAGES 5204, 5205
AND 5206; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY BOUNDARY OF LOGGER'S
CREEK COVE SUBDIVISION FOR THE NEXT 4 COURSES SOUTH 59 degrees 22' 31" EAST
(FORMERLY DESCRIBED AS SOUTH 59 degrees 21' 51" EAST) 190.12 FEET SOUTH 75
degrees 38' 31" EAST (FORMERLY DESCRIBED AS SOUTH 75 degrees 37' 51" EAST)
208.63 FEET NORTH 58 degrees 37' 29" EAST (FORMERLY DESCRIBED AS NORTH 58
degrees 39' 09" EAST) 38.79 FEET NORTH 61 degrees 59' 29" EAST (FORMERLY
DESCRIBED AS NORTH 62 degrees 00' 09" EAST) 59.78 FEET TO A POINT ON THE
SOUTHWESTERLY RIGHT-OF-WAY LINE OF EAST PARKCENTER BOULEVARD; THENCE NORTH 2
degrees 46' 26" EAST 24.04 FEET ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY LINE TO A
POINT; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY LINE ALONG A
NON-TANGENT CURVE TO THE LEFT 267.21 FEET, SAID CURVE HAVING A CENTRAL ANGLE OF
11 DEGREES 04' 29", A RADIUS OF 1,382.40 FEET, TANGENTS OF 134.02 FEET, AND A
LONG CHORD OF 266.79 FEET BEARING NORTH 8 degrees 38' 29" WEST TO A POINT;
THENCE CONTINUING ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY LINE NORTH 21 degrees
04' 51" WEST 72.16 FEET TO THE TRUE POINT OF BEGINNING.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-44
The Heritage at Rogue Valley
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE STATE OF OREGON, COUNTY OF
▇▇▇▇▇▇▇, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL A:
PARCEL 1 OF MINOR LAND PARTITION FILED AUGUST 8, 1990 AS PARTITION PLAT NO.
P-70-1990 IN VOLUME 1 OF MINOR LAND PARTITIONS, PAGE 70, ▇▇▇▇▇▇▇ COUNTY, OREGON,
COUNTY SURVEY NO. 12136.
PARCEL B:
PARCEL 2 OF MINOR LAND PARTITION FILED AUGUST 8, 1990 AS PARTITION PLAT NO.
P-70-1990 IN VOLUME 1 OF MINOR LAND PARTITIONS, PAGE 70, ▇▇▇▇▇▇▇ COUNTY, OREGON,
COUNTY SURVEY NO. 12136
9393.9 (NHP Portfolio Lease)
EXHIBIT A-45
Columbia Edgewater
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE STATE OF WASHINGTON, COUNTY OF
▇▇▇▇▇▇, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL A:
ALL OF THAT PORTION OF ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ACCORDING TO THE PLAT
THEREOF RECORDED IN VOLUMES 6 AND 7 OF PLATS, RECORDS OF ▇▇▇▇▇▇ COUNTY,
WASHINGTON, WHICH LIES NORTH AND EAST OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT A POINT ON THE EAST LINE OF SAID LOT 1, A DISTANCE OF 299.83 FEET
SOUTH OF THE NORTHEAST CORNER OF SAID LOT 1; THENCE SOUTH 88 degrees 54'12" WEST
A DISTANCE OF 508.0 FEET; THENCE NORTHWESTERLY TO THE NORTH LINE OF SAID LOT 1,
TO A POINT WHICH IS 640.00 FEET WEST OF SAID NORTHEAST CORNER AND TERMINUS OF
SAID LINE.
PARCEL B:
AN EASEMENT FOR VEHICULAR AND PEDESTRIAN TRAFFIC OVER AND ACROSS A STRIP OF LAND
30.00 FEET WIDE, WHICH LIES SOUTH OF AND IS CONTIGUOUS TO THE SOUTH BOUNDARY OF
THE PROPERTY HEREINABOVE DESCRIBED.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-46
Crossings at Allenmore
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE STATE OF WASHINGTON, CITY OF
TACOMA, COUNTY OF ▇▇▇▇▇▇, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
PARCEL A:
BEGINNING 825 FEET SOUTH OF THE NORTHEAST CORNER OF SECTION 12, TOWNSHIP 20
NORTH, RANGE 2 EAST OF THE ▇.▇.;
THENCE WEST 264 FEET;
THENCE SOUTH 165 FEET;
THENCE EAST 264 FEET;
THENCE NORTH 165 FEET TO THE POINT OF BEGINNING.
PARCEL B:
BEGINNING 990 FEET SOUTH OF THE NORTHEAST CORNER OF SECTION 12, TOWNSHIP 20
NORTH, RANGE 2 EAST OF THE ▇.▇.;
THENCE WEST 264 FEET;
THENCE SOUTH 165 FEET;
THENCE EAST 264 FEET;
THENCE NORTH 165 FEET TO THE POINT OF BEGINNING.
PARCEL C:
BEGINNING AT A POINT 1,155 FEET SOUTH OF THE NORTHEAST CORNER OF SECTION 12,
TOWNSHIP 20 NORTH, RANGE 2 EAST OF THE ▇.▇.;
THENCE SOUTH TO THE SOUTHEAST CORNER OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4
OF SAID SECTION 12;
THENCE WEST 264 FEET;
THENCE NORTH TO A POINT ▇▇▇ ▇▇▇▇ OF INITIAL POINT;
THENCE EAST 264 FEET TO THE POINT OF BEGINNING;
EXCEPT THE EAST 15 FEET THEREOF;
AND EXCEPT THE SOUTH 30 FEET THEREOF.
9393.9 (NHP Portfolio Lease)
PARCEL D:
BEGINNING AT A POINT 1,155 FEET SOUTH OF THE NORTHEAST CORNER OF SECTION 12,
TOWNSHIP 20 NORTH, RANGE 2 EAST OF THE ▇.▇.;
THENCE WEST 15 FEET;
THENCE SOUTH TO ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇;
THENCE EAST 15 FEET;
THENCE NORTH TO THE POINT OF BEGINNING.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-47
Crossings at Yakima
THAT CERTAIN REAL PROPERTY LOCATED IN THE COUNTY OF YAKIMA, STATE OF WASHINGTON
AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
LOT A OF SHORT PLAT RECORDED UNDER AUDITOR'S FILE NUMBER 7001222.
9393.9 (NHP Portfolio Lease)
EXHIBIT ▇-▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
PARCEL A:
PROPERTY SITUATED IN ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
AND DESCRIBED AS FOLLOWS:
BEGINNING AT AN EXISTING IRON PIPE IN THE SOUTHERLY MARGIN OF THE RIGHT OF WAY
OF OLD ▇▇▇▇ ▇▇▇▇▇▇▇▇ ROAD (60 degrees R/W), SAID EXISTING IRON PIPE BEING THE
NORTHEASTERLY CORNER OF NOW OR FORMERLY CLARE BRIDGE OF GREENSBORO, LLC, ▇▇▇ ▇,
▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇ THE OFFICE OF THE COUNTY RECORDER OF GUILFORD COUNTY;
THENCE FROM SAID BEGINNING POINT WITH EASTERN LINE OF SAID CLARE BRIDGE OF
GREENSBORO, LLC, SOUTH 23 degrees 50'27" EAST 185.69 FEET TO AN EXISTING IRON
PIPE; THENCE CONTINUING WITH THE WESTERLY LINE OF WYNWOOD OF GREENSBORO, LLC,
SOUTH 00 degrees 35'10" EAST 116.67 FEET TO AN EXISTING IRON PIPE IN THE
NORTHEASTERLY LINE OF THE COMMON AREA AS RECORDED AND SHOWN IN PLAT BOOK ▇▇▇,
▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; THENCE ALONG THE NORTHERLY LINE OF SAID COMMON
AREA, SOUTH 41 degrees 14'27" WEST 121.26 FEET TO AN EXISTING IRON PIPE, THENCE
CONTINUING ALONG SAID NORTHERLY LINE SOUTH 58 degrees 26'16" WEST 159.63 FEET TO
AN EXISTING IRON PIPE, THENCE WITH THE NORTHERLY MARGIN OF THE RIGHT ▇▇ ▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 1004.93 FEET AND A
CHORD BEARING AND DISTANCE OF NORTH 40 degrees 36'18" WEST 294.40 FEET TO AN
EXISTING IRON PIPE AT ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ AND OLD ▇▇▇▇ ▇▇▇▇▇▇▇▇
ROAD, THENCE NORTH 07 degrees 40'05" SECONDS EAST 55.03 FEET TO AN EXISTING IRON
PIPE IN THE SOUTHERN MARGIN OF THE RIGHT OF WAY OF OLD ▇▇▇▇ ▇▇▇▇▇▇▇▇ ROAD (60
degrees R/W); THENCE WITH THE SOUTHERN MARGIN OF THE RIGHT OF WAY OF OLD ▇▇▇▇
▇▇▇▇▇▇▇▇ ROAD ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 689.74 FEET AND A
CHORD BEARING AND DISTANCE OF NORTH 60 degrees 30'46" EAST 372.18 FEET TO THE
POINT AND PLACE OF BEGINNING, CONTAINING 2.685 ACRES, MORE OR LESS.
PARCEL B:
TOGETHER WITH THOSE RIGHTS APPURTENANT TO THE ABOVE-DESCRIBED TRACTS OF LAND AS
SET OUT IN INSTRUMENT RECORDED IN BOOK 4512, PAGE 500, GUILFORD COUNTY REGISTRY.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-49
Wynwood of Greensboro
PARCEL A:
BEGINNING AT AN EXISTING IRON PIPE IN THE SOUTHERLY MARGIN OF THE RIGHT OF WAY
OF OLD ▇▇▇▇ ▇▇▇▇▇▇▇▇ ROAD (60 degrees R/W), SAID EXISTING IRON PIPE BEING THE
NORTHEASTERLY CORNER OF NOW OR FORMERLY WYNWOOD OF GREENSBORO, LLC, LOT 2, PLAT
BOOK 123, PAGE 125, AND THE NORTHWESTERLY CORNER OF NOW OR FORMERLY CANTERBURY
SCHOOL RECORDED IN DEED BOOK 4084, PAGE 449 IN THE GUILFORD COUNTY REGISTRY,
THENCE FROM SAID BEGINNING POINT WITH EASTERLY LINE OF SAID WYNWOOD OF
GREENSBORO, LLC, SOUTH 02 degrees 21'03" EAST 166.83 FEET TO AN EXISTING IRON
PIPE; THENCE ALONG THE SOUTHERLY LINE OF WYNWOOD OF GREENSBORO, LLC AND
NORTHERLY LINE OF LSOF PARTNERS X RECORDED IN DEED BOOK 4536, PAGE 1117, SOUTH
71 degrees 06'31" WEST 320.34 FEET TO AN EXISTING IRON PIPE; THENCE ALONG THE
NORTHEASTERLY LINE OF THE COMMON AREA (NORTH ELM - ▇▇▇▇ ▇▇▇▇▇▇▇▇ PROPERTY
OWNER'S ASSOCIATION) RECORDED AND SHOWN IN PLAT BOOK 123 PAGE 125 IN SAID
GUILFORD COUNTY REGISTRY, NORTH 71 degrees 23'07" WEST 135.98 FEET TO AN
EXISTING IRON PIPE, ALSO BEING THE SOUTHEASTERLY CORNER OF NOW OR FORMERLY CLARE
BRIDGE OF GREENSBORO, LLC, LOT 1 AS RECORDED AND SHOWN IN PLAT BOOK 123 PAGE 125
IN SAID GUILFORD COUNTY REGISTRY, THENCE ALONG THE EASTERLY LINE OF SAID ▇▇▇ ▇,
▇▇▇▇▇ ▇▇ degrees 35'10" WEST 116.67 FEET TO AN EXISTING IRON PIPE, THENCE
CONTINUING ALONG SAID EASTERLY LINE OF LOT 1, NORTH 23 degrees 50'27" WEST
185.69 FEET TO AN EXISTING IRON PIPE IN THE SOUTHERLY MARGIN OF THE RIGHT OF WAY
OF OLD ▇▇▇▇ ▇▇▇▇▇▇▇▇ ROAD (60 degrees R/W) THENCE WITH THE SOUTHERLY MARGIN OF
THE RIGHT OF WAY OF OLD ▇▇▇▇ ▇▇▇▇▇▇▇▇ ROAD ALONG A CURVE TO THE RIGHT HAVING A
RADIUS OF 689.74 FEET AND A CHORD BEARING AND DISTANCE OF NORTH 86 degrees
30'21" EAST 247.63 FEET THENCE CONTINUING ALONG SAID SOUTHERLY ALONG A CURVE TO
THE RIGHT HAVING A RADIUS OF 1021.19 FEET AND A CHORD BEARING AND DISTANCE OF
SOUTH 73 degrees 38'78" EAST 264.91 FEET TO THE POINT AND PLACE OF BEGINNING,
CONTAINING 2.967 ACRES MORE OR LESS.
PARCEL B:
TOGETHER WITH THOSE RIGHTS APPURTENANT TO THE ABOVE-DESCRIBED TRACTS OF LAND AS
SET OUT IN INSTRUMENT RECORDED IN BOOK 4512, PAGE 500, GUILFORD COUNTY REGISTRY.
9393.9 (NHP Portfolio Lease)
EXHIBIT ▇-▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
PARCEL A:
BEING A TRACT OR PARCEL OF LAND LOCATED IN PROVIDENCE TOWNSHIP, MECKLENBURG
COUNTY, NORTH CAROLINA KNOWN AS ▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ - ▇▇▇ #▇ AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT AN IRON PIN FOUND IN THE NORTHERN RIGHT OF WAY LINE OF BALLANTYNE
COMMONS PARKWAY, SAID IRON PIN BEING LOCATED S 37 degrees 26' 39" W 77.92' FROM
THE SOUTHERNMOST CORNER OF LOT 17 AS SHOWN ON THE MAP OF "ELMSTONE AT ▇▇▇▇▇▇▇▇▇
PHASE ONE - MAP 2" AND RECORDED IN PLAT BOOK 23 PAGE 612 IN THE MECKLENBURG
COUNTY REGISTRY; THENCE ALONG THE REAR LINE OF LOTS 17 AND 18 OF "ELMSTONE AT
▇▇▇▇▇▇▇▇▇ PHASE ONE - MAP 2" N 37 degrees 26'39" E 515.84' TO AN IRON PIN FOUND
AT THE REAR CORNER OF LOT 18, THENCE ALONG THE COMMON LINES OF LOTS 5 AND 6 AS
SHOWN ON THE PLAT OF "BALLANTYNE TRACE COURT - MAP #1" (MAP RECORDED IN PLAT
BOOK 27 PAGE 994) S 52 degrees 33'20" E 188.55' TO A MAG NAIL SET IN PAVEMENT,
THENCE ALONG THE ARC OF A CURVE HAVING A RADIUS OF 150.00' AN ARC DISTANCE OF
86.76' SAID CURVE BEING SUBTENDED BY A CHORD OF S 60 degrees 21'49" E 85.56' TO
A MAG NAIL SET IN PAVEMENT, THENCE S 43 degrees 47'37" E 103.84' TO AN IRON PIN
SET, THENCE N 55 degrees 25'01" E 94.76' TO A MAG NAIL SET IN PAVEMENT, THENCE
ALONG THE ARC OF A CURVE HAVING A RADIUS OF 100.00' AN ARC DISTANCE OF 76.15'
SAID CURVE BEING SUBTENDED BY A CHORD OF N 77 degrees 13'59" E 74.32' TO A IRON
PIN SET IN THE WESTERN RIGHT OF WAY OF BALLANTYNE TRACE COURT, THENCE ALONG THE
WESTERN RIGHT OF WAY OF BALLANTYNE TRACE COURT FOLLOWING THE ARC OF A CURVE THAT
HAS A RADIUS OF 286.40' AN ARC DISTANCE OF 100.56' SAID CURVE BEING SUBTENDED BY
A CHORD OF S 04 degrees 54'06 E 100.04' TO AN IRON PIN SET, THENCE CONTINUING
ALONG THE WESTERN RIGHT OF WAY LINE FOR BALLANTYNE TRACE COURT S 14 degrees
57'37" E 92.99' TO AN IRON PIN SET AT THE INTERSECTION OF BALLANTYNE TRACE COURT
AND BALLANTYNE COMMONS PARKWAY, THENCE S 75 degrees 02'23" W 1.00' TO AN IRON
PIN SET, THENCE S 30 degrees 29'38" W 40.39' TO AN IRON PIN SET ON THE NORTHERN
MOST RIGHT OF WAY FOR BALLANTYNE COMMONS PARKWAY, THENCE RUNNING ALONG THE
NORTHERN MOST RIGHT OF WAY FOR BALLANTYNE COMMONS PARKWAY S 73 degrees 28'05" W
86.44' TO AN IRON PIN SET, THENCE ALONG THE ARC OF A NON TANGENT CURVE TO THE
RIGHT, SAID CURVE HAVING A RADIUS OF 1950.00' AN ARC DISTANCE OF 571.76 SAID
CURVE BEING SUBTENDED BY A CHORD OF S 87 degrees 16'33" W 569.72' TO AN IRON PIN
SET, THENCE N 77 degrees 47'07" W 168.21' TO THE POINT AND PLACE OF BEGINNING,
AND CONTAINING 5.139 ACRES (223,868.9 square feet) MORE OR LESS ACCORDING TO A
SURVEY PREPARED BY CAROLINA'S DESIGN GROUP, PLLC BEING SIGNED AND SEALED BY
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, PLS. SURVEY HEREBY REFERENCE IS DATED
9393.9 (NHP Portfolio Lease)
JANUARY 14, 1999 AND ENTITLED "ALTA/ACSM LAND TITLE SURVEY OF CLARE BRIDGE AND
WYNWOOD OF CHARLOTTE FOR ALTERNATIVE LIVING SERVICES, INC."
PARCEL B:
TOGETHER WITH THOSE RIGHTS APPURTENANT TO THE ABOVE DESCRIBED PROPERTY AS SET
OUT IN INSTRUMENT RECORDED IN BOOK 8920, PAGE 142, MECKLENBURG COUNTY REGISTRY.
9393.9 (NHP Portfolio Lease)
EXHIBIT A-51
Wynwood of Charlotte
PARCEL A:
BEING A TRACT OR PARCEL OF LAND LOCATED IN PROVIDENCE TOWNSHIP, MECKLENBURG
COUNTY, NORTH CAROLINA KNOWN AS LOT 5 OF THE SUBDIVISION NAMED BALLANTYNE TRACE
COURT MAP #1 AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT AN IRON PIN FOUND IN THE NORTH EASTERN MOST CORNER OF LOT 18 OF THE
SUBDIVISION "ELMSTONE AT ▇▇▇▇▇▇▇▇▇ PHASE ONE - MAP 2" (SAID MAP RECORDED IN PLAT
BOOK 23 PAGE 612) SAID IRON BEING LOCATED N 37 degrees 26'39" E 515.84' FROM AN
IRON IN THE RIGHT OF WAY FOR BALLANTYNE COMMONS PARKWAY AND RUNNING THENCE N 37
degrees 26'39" E 334.16' TO AN IRON PIN FOUND IN THE REAR LOT LINE OF LOT 32 OF
THE SUBDIVISION "ELMSTONE AT ▇▇▇▇▇▇▇▇▇ PHASE ONE - MAP 2", THENCE ALONG THE
COMMON LINE OF LOT 4 AND LOT 5 AS SHOWN ON THE PLAT OF "BALLANTYNE TRACE COURT -
MAP #1" S 52 degrees 33'21" E 449.18' TO AN IRON PIN SET ON THE WESTERN RIGHT OF
WAY FOR BALLANTYNE TRACE COURT, THENCE ALONG THE WESTERN RIGHT OF WAY FOR
BALLANTYNE TRACE COURT WITH A CURVE HAVING A RADIUS OF 286.40' AN ARC DISTANCE
OF 177.76' SAID CURVE BEING SUBTENDED BY A CHORD OF S 22 degrees 56'18" W
174.93' TO AN IRON PIN SET IN THE WESTERN RIGHT OF WAY LINE FOR BALLANTYNE TRACE
COURT, THENCE LEAVING THE WESTERN RIGHT OF WAY LINE FOR BALLANTYNE TRACE COURT
AND RUNNING ALONG THE COMMON LINES OF LOTS 5 AND 6 AS SHOWN ON THE PLAT OF
"BALLANTYNE TRACE COURT - MAP #1" N 80 degrees 57'06" W 45.76' TO A MAG NAIL SET
IN PAVEMENT, THENCE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF
100.00' AN ARC DISTANCE OF 76.15' SAID CURVE BEING SUBTENDED BY A CHORD OF S 77
degrees 13'59" W 74.32' TO A MAG NAIL SET IN PAVEMENT, THENCE S 55 degrees
25'01" W 94.76' TO AN IRON PIN SET, THENCE N 43 degrees 47'37" W 103.84' TO A
MAG NAIL SET IN PAVEMENT, THENCE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A
RADIUS OF 150.00' AN ARC DISTANCE OF 86.76' SAID CURVE BEING SUBTENDED BY A
CHORD OF N 60 degrees 21'49" W 85.56' TO A MAG NAIL SET IN PAVEMENT, THENCE N 52
degrees 33'20" W 188.55' TO THE POINT AND PLACE OF BEGINNING, AND CONTAINING
3.329 ACRES (145,001.5 square feet) MORE OR LESS ACCORDING TO A SURVEY PREPARED
BY CAROLINA'S DESIGN GROUP, PLLC BEING SIGNED AND SEALED BY ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
PLS. SURVEY HEREBY REFERENCE IS DATED JANUARY 14, 1999 AND ENTITLED "ALTA/ACSM
LAND TITLE SURVEY OF CLARE BRIDGE AND WYNWOOD OF CHARLOTTE FOR ALTERNATIVE
LIVING SERVICES, INC."
9393.9 (NHP Portfolio Lease)
PARCEL B:
TOGETHER WITH THOSE RIGHTS APPURTENANT TO THE ABOVE DESCRIBED PROPERTY AS SET
OUT IN INSTRUMENT RECORDED IN BOOK 8920, PAGE 142, MECKLENBURG COUNTY REGISTRY.
9393.9 (NHP Portfolio Lease)
EXHIBIT ▇-▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
ALL THAT CERTAIN PIECE, PARCEL OR LOT OF LAND TOGETHER WITH ANY IMPROVEMENTS
THEREON, IN AND NEAR THE TOWN OF IRMO, IN THE COUNTIES OF LEXINGTON AND
RICHLAND, BEING SHOWN AND DESIGNATED AS 3.514 ACRES ON A PLAT PREPARED FOR CLARE
BRIDGE OF COLUMBIA, LLC, BY ▇▇▇ AND ▇▇▇▇▇▇▇, INC., DATED OCTOBER 23, 1996, LAST
REVISED JANUARY 23, 1997, AND RECORDED IN THE RMC OFFICE FOR RICHLAND COUNTY IN
PLAT BOOK 56, AT PAGE 7040, AND IN THE RMC OFFICE FOR LEXINGTON COUNTY IN PLAT
SLIDE 260, AT PLAT 6 (THE "REFERENCED PLAT"), BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
BEGINNING AT A 3/4" PINCH TOP (O) AT THE INTERSECTION OF THE NORTHERN
RIGHT-OF-WAY OF COLUMBIA AVENUE AND THE EASTERN RIGHT-OF-WAY OF COLLEGE STREET,
AND FROM SAID POINT OF BEGINNING RUNNING N07 degrees 22'41"W ALONG THE EASTERN
RIGHT-OF-WAY OF COLLEGE STREET FOR A DISTANCE OF 25.05 FEET TO A 1 1/2" PINCH
TOP (O); THENCE TURNING AND RUNNING N02 degrees 24'34"W ALONG THE EASTERN
RIGHT-OF-WAY OF COLLEGE STREET FOR A DISTANCE OF 249.25 FEET TO A 1/2" ROD (N);
THENCE TURNING AND RUNNING N76 degrees 50'59"E ALONG PROPERTY NOW OR FORMERLY OF
THE ▇▇▇▇▇▇▇▇ GROUP FOR A DISTANCE OF 298.99 FEET TO A 1/2" ROD (N); THENCE
TURNING AND RUNNING S53 degrees 23'09"E ALONG PROPERTY NOW OR FORMERLY OF THE
▇▇▇▇▇▇▇▇ GROUP FOR A DISTANCE OF 221.29 FEET TO A 1/2" ROD (N); THENCE TURNING
AND RUNNING S22 degrees 50'17"W ALONG PROPERTY NOW OR FORMERLY OF THE ▇▇▇▇▇▇▇▇
GROUP FOR A DISTANCE OF 375.33 FEET TO A 1/2" ROD (N) ON THE NORTHERN
RIGHT-OF-WAY OF COLUMBIA AVENUE; THENCE TURNING AND RUNNING N67 degrees 06'48"W
ALONG THE NORTHERN RIGHT-OF-WAY OF COLUMBIA AVENUE FOR A DISTANCE OF 151.09 FEET
TO A NAIL (O); THENCE TURNING AND RUNNING N65 degrees 35'38"W FOR A DISTANCE OF
186.91 FEET TO A 3/4" PINCH TOP (O), THE POINT OF BEGINNING.
-ALSO-
EASEMENT NO. 1
THOSE CERTAIN WATER LINE, SANITARY SEWER LINE, STORM DRAINAGE AND ACCESS,
INGRESS AND EGRESS EASEMENTS CREATED BY INSTRUMENT ENTITLED DECLARATION OF
EASEMENTS BY AND BETWEEN CLARE BRIDGE OF COLUMBIA, LLC, AND THE ▇▇▇▇▇▇▇▇ GROUP
DATED JANUARY 27, 1997, AND RECORDED FEBRUARY 7, 1997, IN THE RMC OFFICE FOR
RICHLAND COUNTY IN DEED BOOK D-1364, AT PAGE 263, AND IN THE RMC OFFICE FOR
LEXINGTON COUNTY ON FEBRUARY 7, 1997, IN RECORD BOOK 4041, AT PAGE 346.
9393.9 (NHP Portfolio Lease)
THIS BEING THE SAME PROPERTY AS CONVEYED BY MEDITRUST ACQUISITION COMPANY LLC TO
MLD DELAWARE TRUST ON APRIL 9, 2002 AND RECORDED WITH THE CLERK OF RICHLAND
COUNTY IN BOOK _____, PAGE _____, AND THE CLERK OF LEXINGTON COUNTY IN BOOK
_____, PAGE _____.
9393.9 (NHP Portfolio Lease)
EXHIBIT ▇-▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
ALL THAT CERTAIN PIECE, PARCEL OR TRACT OF LAND, WITH THE IMPROVEMENTS THEREON,
SITUATE, LYING AND BEING IN THE TOWN OF MT. PLEASANT, COUNTY OF CHARLESTON,
STATE OF SOUTH CAROLINA, SHOWN AND DESIGNATED AS "PARCEL ▇-▇, ▇.▇▇▇▇ ▇▇▇▇▇" AS
SHOWN ON THAT CERTAIN PLAT ENTITLED "FINAL PLAT SHOWING RESIDUAL LAND KNOWN AS
QUEENSBOROUGH OWNED BY EAST BAY COMPANY, LIMITED, AND LANDS OF OTHERS SUBDIVIDED
FROM QUEENSBOROUGH, TOWN OF MOUNT PLEASANT, CHARLESTON COUNTY, SC" DATED MARCH
9, 1992, AND REVISED JUNE 29, 1992, AND RECORDED IN PLAT BOOK CH, PAGE 141 ON
JUNE 30, 1992, IN THE RMC OFFICE FOR CHARLESTON COUNTY. SAID TRACT OF LAND
HAVING SUCH SIZE, SHAPE, DIMENSIONS, BUTTINGS AND BOUNDINGS AS WILL APPEAR ON
SAID PLAT, REFERENCE TO WHICH IS CRAVED FOR A MORE COMPLETE AND FULL
DESCRIPTION.
SAID PROPERTY ALSO BEING SET FORTH ON THAT CERTAIN PLAT ENTITLED "ALTA/ACSM LAND
TITLE SURVEY PARCEL B-2 1010 ▇▇▇▇ ▇▇▇▇▇ BOULEVARD" PREPARED BY SOUTHSTAR
SURVEYING, INC., DATED NOVEMBER 3, 1997, AND FURTHER DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF ▇▇▇▇ ▇▇▇▇▇ BOULEVARD EXTENSION AND MATHIS
FERRY ROAD, THENCE TRAVELING SOUTHEASTERLY ALONG THE RIGHT-OF-WAY OF ▇▇▇▇ ▇▇▇▇▇
BOULEVARD EXTENSION A DISTANCE OF 555 +/- TO THE TRUE POINT OF BEGINNING, AN OLD
IRON PIN; THENCE TRAVELING SOUTHEASTERLY ALONG THE RIGHT-OF-WAY OF ▇▇▇▇ ▇▇▇▇▇
BOULEVARD EXTENSION ALONG THE CHORD OF A CURVE TO THE RIGHT WITH A RADIUS OF
469.55, CHORD COURSE: S08 degrees 52'38"W AND CHORD LENGTH: 215.86' TO AN OLD
IRON PIN; THENCE ALONG A LINE WITH A COURSE: S55 degrees 59'43"E, LENGTH:
185.28' TO AN OLD CONCRETE MONUMENT; THENCE ALONG A LINE WITH A COURSE: N79
degrees 10'38"E, LENGTH: 200.02' TO AN OLD IRON PIN; THENCE ALONG A LINE WITH A
COURSE: N09 degrees 57'18"W, LENGTH: 81.00' TO AN OLD IRON PIN; THENCE ALONG A
LINE WITH A COURSE N48 degrees 49'25"E, LENGTH: 256.72' TO AN OLD IRON PIN;
THENCE ALONG A LINE WITH A COURSE: N40 degrees 10'56"W, LENGTH: 118.64' TO AN
OLD IRON PIN; THENCE ALONG THE CHORD OF A CURVE TO THE LEFT WITH A RADIUS OF
71.00', CHORD COURSE: N71 degrees 01'28"W, CHORD LENGTH: 69.50' TO AN OLD IRON
PIN; THENCE ALONG A LINE WITH A COURSE: S79 degrees 40'12"W, LENGTH: 342.90' TO
AN OLD IRON PIN; THENCE ALONG THE CHORD OF A CURVE TO THE LEFT WITH A RADIUS OF
20.00', CHORD COURSE: S37 degrees 37'45"W, AND CHORD LENGTH: 26.79' TO AN OLD
IRON PIN, SAID PIN BEING THE TRUE POINT OF BEGINNING.
9393.9 (NHP Portfolio Lease)
-ALSO-
EASEMENT NO. 1
THAT CERTAIN STORM DRAINAGE EASEMENT GRANTED BY INSTRUMENT ENTITLED GRANT OF
EASEMENT BY EAST BAY CO., LTD., TO CLARE BRIDGE OF CHARLESTON, LLC, DATED
JANUARY 2, 1997, AND RECORDED IN BOOK S-280, PAGE 162, AND RE-RECORDED IN BOOK
S-281, PAGE 739 IN THE RMC OFFICE FOR CHARLESTON COUNTY.
-ALSO-
EASEMENT NO. 2
THAT CERTAIN WATER LINE EASEMENT GRANTED BY INSTRUMENT ENTITLED GRANT OF WATER
LINE EASEMENT FROM EAST BAY CO., LTD., TO CLARE BRIDGE OF CHARLESTON, LLC, DATED
APRIL 11, 1997, AND RECORDED APRIL 29, 1997, IN BOOK J-283, PAGE 616 IN THE RMC
OFFICE FOR CHARLESTON COUNTY.
THIS BEING THE SAME PROPERTY AS CONVEYED BY MEDITRUST ACQUISITION COMPANY LLC TO
MLD DELAWARE TRUST ON APRIL 9, 2002 AND RECORDED WITH THE CLERK OF CHARLESTON
COUNTY IN BOOK _____, PAGE _____.
9393.9 (NHP Portfolio Lease)
EXHIBIT B
LANDLORD PERSONAL PROPERTY
See attached;
includes any such personal property replaced by Tenant
or required by the state in which the applicable Facility is located
or by any other governmental entity to operate such Facility.
9393.9 (NHP Portfolio Lease)
▇-▇
▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇▇▇ VALUE
"FAIR MARKET VALUE" means the fair market value of the Premises or
applicable portion thereof on a specified date as agreed to by the parties, or
failing such agreement within ten (10) days of such date, as established
pursuant the following appraisal process. Each party shall within ten (10) days
after written demand by the other select one MAI Appraiser to participate in the
determination of Fair Market Value. For all purposes under this Master Lease,
the Fair Market Value shall be the fair market value of the Premises or
applicable portion thereof unencumbered by this Master Lease. Within ten (10)
days of such selection, the MAI Appraisers so selected by the parties shall
select a third (3rd) MAI Appraiser. The three (3) selected MAI Appraisers shall
each determine the Fair Market Value of the Premises or applicable portion
thereof within thirty days of the selection of the third appraiser. To the
extent consistent with sound appraisal practices as then existing at the time of
any such appraisal, and if requested by Landlord, such appraisal shall be made
on a basis consistent with the basis on which the Premises or applicable portion
thereof were appraised at the time of their acquisition by Landlord. Tenant
shall pay the fees and expenses of any MAI Appraiser retained pursuant to this
Exhibit.
If either party fails to select a MAI Appraiser within the time
period set forth in the foregoing paragraph, the MAI Appraiser selected by the
other party shall alone determine the fair market value of the Premises or
applicable portion thereof in accordance with the provisions of this Exhibit and
the Fair Market Value so determined shall be binding upon the parties. If the
MAI Appraisers selected by the parties are unable to agree upon a third (3rd)
MAI Appraiser within the time period set forth in the foregoing paragraph,
either party shall have the right to apply at Tenant's expense to the presiding
judge of the court of original trial jurisdiction in the county in which the
Premises or applicable portion thereof are located to name the third (3rd) MAI
Appraiser.
Within five(5) days after completion of the third (3rd) MAI
Appraiser's appraisal, all three (3) MAI Appraisers shall meet and a majority of
the MAI Appraisers shall attempt to determine the fair market value of the
Premises or applicable portion thereof. If a majority are unable to determine
the fair market value at such meeting, the three (3) appraisals shall be added
together and their total divided by three (3). The resulting quotient shall be
the Fair Market Value. If, however, either or both of the low appraisal or the
high appraisal are more than TEN PERCENT (10%) lower or higher than the middle
appraisal, any such lower or higher appraisal shall be disregarded. If only one
(1) appraisal is disregarded, the remaining two (2) appraisals shall be added
together and their total divided by two (2), and the resulting quotient shall be
such Fair Market Value. If both the lower appraisal and higher appraisal are
disregarded as provided herein, the middle appraisal shall be such Fair Market
Value. In any event, the result of the foregoing appraisal process shall be
final and binding.
"MAI APPRAISER" shall mean an appraiser licensed or otherwise
qualified to do business in the state(s) where the Premises or applicable
portion thereof are located and who has
9393.9 (NHP Portfolio Lease)
C-1
substantial experience in performing appraisals of facilities similar to the
Premises or applicable portion thereof and is certified as a member of the
American Institute of Real Estate Appraisers or certified as a SRPA by the
Society of Real Estate Appraisers, or, if such organizations no longer exist or
certify appraisers, such successor organization or such other organization as is
approved by Landlord.
9393.9 (NHP Portfolio Lease)
C-2
EXHIBIT D
PERMITTED EXCEPTIONS
1. The standard printed exceptions, conditions and exclusions from coverage
contained in the standard coverage owner's title policy then prevailing in
use at the title company that consummates the sale transaction.
2. Any matters which an accurate survey of the Premises may show.
3. Real property taxes and assessments.
4. Any matters shown as title exceptions in the ALTA Owner's Policy of Title
Insurance obtained by Landlord in connection with its acquisition of the
Premises.
5. Such other matters burdening the Premises which were created with the
consent or knowledge of Tenant or arising out of Tenant's acts or
omissions.
9393.9 (NHP Portfolio Lease)
D-1
EXHIBIT E
CERTAIN DEFINITIONS
For purposes of this Master Lease, the following terms and words shall have the
specified meanings:
ENVIRONMENTAL DEFINITIONS
"ENVIRONMENTAL ACTIVITIES" shall mean the use, generation, transportation,
handling, discharge, production, treatment, storage, release or disposal of any
Hazardous Materials at any time to or from any portion of the Premises or
located on or present on or under any portion of the Premises.
"HAZARDOUS MATERIALS" shall mean (a) any petroleum products and/or
by-products (including any fraction thereof), flammable substances, explosives,
radioactive materials, hazardous or toxic wastes, substances or materials, known
carcinogens or any other materials, contaminants or pollutants which pose a
hazard to any portion of the Premises or to Persons on or about any portion of
the Premises or cause any portion of the Premises to be in violation of any
Hazardous Materials Laws; (b) asbestos in any form which is friable; (c) urea
formaldehyde in foam insulation or any other form; (d) transformers or other
equipment which contain dielectric fluid containing levels of polychlorinated
biphenyls in excess of fifty (50) parts per million or any other more
restrictive standard then prevailing; (e) medical wastes and biohazards; (f)
radon gas; and (g) any other chemical, material or substance, exposure to which
is prohibited, limited or regulated by any governmental authority or may or
could pose a hazard to the health and safety of the occupants of any portion of
the Premises or the owners and/or occupants of property adjacent to or
surrounding any portion of the Premises, including, without limitation, any
materials or substances that are listed in the United States Department of
Transportation Hazardous Materials Table (49 CFR 172.101) as amended from time
to time.
"HAZARDOUS MATERIALS CLAIMS" shall mean any and all enforcement, clean-up,
removal or other governmental or regulatory actions or orders threatened,
instituted or completed pursuant to any Hazardous Material Laws, together with
all claims made or threatened by any third party against any portion of the
Premises, Landlord or Tenant relating to damage, contribution, cost recovery
compensation, loss or injury resulting from any Hazardous Materials.
"HAZARDOUS MATERIALS LAWS" shall mean any laws, ordinances, regulations,
rules, orders, guidelines or policies relating to the environment, health and
safety, Environmental Activities, Hazardous Materials, air and water quality,
waste disposal and other environmental matters.
OTHER DEFINITIONS
"AFFILIATE" shall mean with respect to any Person, any other Person which
Controls, is Controlled by or is under common Control with the first Person.
"AGREEMENT TO ENTER INTO MASTER LEASE" shall mean that certain Agreement
to Enter Into Master Lease of even date herewith between Landlord and Tenant.
9393.9 (NHP Portfolio Lease)
E-1
"CATASTROPHIC EVENT OF DEFAULT" shall mean (i) the revocation, suspension
or material limitation of any license required for the operation of any portion
of the Business or any portion of the Premises or, if Tenant has elected to
participate therein or if otherwise required by applicable law, the
certification of any portion of the Premises for provider status under Medicare
or Medicaid; (ii) the closure of any portion of the Business; (iii) the sale or
transfer of all or any portion of any certificate of need, bed rights or other
similar certificate or license relating to any portion of the Business or any
portion of the Premises; and (iv) the use of any portion of the Premises other
than for a licensed facility engaged in the applicable Business and for
ancillary services relating thereto.
"CC&R'S" shall mean covenants, conditions and restrictions or similar use,
maintenance or ownership obligations encumbering or binding upon the real
property comprising any Facility.
"CONTROL" shall mean, as applied to any Person, the possession, directly
or indirectly, of the power to direct the management and policies of that
Person, whether through ownership, voting control, by contract or otherwise.
"CPI" shall mean the Consumer Price Index for All Urban Wage Earners and
Clerical Workers, United States Average, Subgroup "All Items" (1982 - 1984 =
100), as published by the United States Department of Labor, Bureau of Labor
Statistics, or similar index if the same becomes unavailable.
"EXCLUDED FACILITY" or "FACILITIES" shall mean each of the health care
facilities described on Schedule 7 attached hereto.
"MEDITRUST CAROLINA FACILITIES" shall mean the Facilities identified on
Schedule 6 that were acquired from Meditrust Landlord pursuant to the Meditrust
Purchase Agreement and are located within the States of North Carolina and South
Carolina.
"MEDITRUST LANDLORD" shall mean, individually and collectively, La Quinta
Properties, Inc., a Delaware corporation, Meditrust of Kansas, Inc., a Delaware
corporation, T and F Properties, LP, a Delaware limited partnership, and
Meditrust Acquisition Company LLC, a Delaware limited liability company.
"MEDITRUST LEASE DOCUMENTS" shall mean all leases and other documents or
agreements evidencing the leasing of the Meditrust Carolina Facilities prior to
the date hereof by Tenant from Meditrust Landlord and all documents and
agreements securing Tenant's obligations thereunder or otherwise executed in
connection therewith.
"MEDITRUST PURCHASE AGREEMENT" shall mean that certain Amendment and
Restatement of Purchase and Sale Agreement dated as of April 2, 2002 by and
between La Quinta Properties, Inc. and certain Affiliates thereof, and NHP, as
assigned by NHP to JER/NHP Senior Living Acquisition, LLC, a Delaware limited
liability company, and one or more of the entities comprising Landlord.
"MEMORANDUM OF UNDERSTANDING" shall mean that certain Memorandum of
Understanding of even date herewith between Landlord and Tenant.
9393.9 (NHP Portfolio Lease)
E-2
"NHP" shall mean Nationwide Health Properties, Inc., a Maryland
corporation.
"PERSON" shall mean any individual, partnership, association, corporation,
limited liability company or other entity.
9393.9 (NHP Portfolio Lease)
E-3
EXHIBIT F
FINANCIAL, MANAGEMENT AND REGULATORY REPORTS
REPORT DUE DATE
-------------------------------------------------------------------------------- ---------------------------------------
MONTHLY FINANCIAL REPORTS CONCERNING THE BUSINESS AT EACH FACILITY
consisting of:
(1) a balance sheet;
(2) a reasonably detailed income statement;
(3) total patient days; Thirty (30) days after the end of each
(4) occupancy; and calendar month
(5) payor mix.
QUARTERLY CONSOLIDATED OR COMBINED FINANCIAL STATEMENTS Forty-Five (45) days after the end of
of Tenant, which shall include calculations demonstrating Tenant's compliance each of the first three quarters of the
with Section 7.4 as of the end of the applicable quarter. fiscal year of Tenant
ANNUAL CONSOLIDATED OR COMBINED FINANCIAL STATEMENTS
of Tenant audited by a reputable certified public accounting firm, which shall Ninety (90) days after the fiscal year
include calculations demonstrating Tenant's compliance with Section 7.4 as of end of Tenant
the end of the fourth quarter.
REGULATORY REPORTS WITH RESPECT TO EACH FACILITY, as follows:
(1) all federal, state and local licensing and reimbursement certification
surveys, inspection and other reports received by Tenant as to any portion
of the Premises and any portion of the Business, including state Five (5) business days after receipt
department of health licensing surveys;
(2) Medicare and Medicaid certification surveys; and
(3) life safety code reports.
REPORTS OF REGULATORY VIOLATIONS, by written notice of the following:
(1) any violation of any federal, state or local licensing or reimbursement
certification statute or regulation, including Medicare or Medicaid;
(2) any suspension, termination or restriction placed upon Tenant or any
portion of the Premises, the operation of any portion of the Business Two (2) business days after receipt
or the ability to admit residents or patients; or
(3) any violation of any other permit, approval or certification in
connection with any portion of the Premises or any portion of the
Business, by any federal, state or local authority, including Medicare
or Medicaid.
ANNUAL OPERATING BUDGET
covering the operations of each Facility and the Business conducted thereon for Thirty (30) days after the beginning of
the forthcoming fiscal year. each fiscal year
9393.9 (NHP Portfolio Lease)
F-1
EXHIBIT G
FORM OF JOINDER TO MASTER LEASE
JOINDER
This JOINDER (this "JOINDER") is executed as of ___________, 2002 by and
between the parties identified below as "LANDLORD" and the parties identified
below as "TENANT." Pursuant to Section 26 of that certain Master Lease dated as
of April 9, 2002 by and between Landlord and Tenant (the "MASTER LEASE"),
Landlord and Tenant acknowledge and agree that (i) the Excluded Facilities are
[or the Excluded Facility commonly known as _____________ is] hereby added to
and have [has] become a part of the Premises, (ii) Minimum Rent is hereby
increased by the amount of _________ Dollars ($______), (iii) Landlord's
Investment is hereby increased by the amount of _________ Dollars ($______), and
(iv) the Security Deposit and Collateral Amount is hereby increased by the
amount of _________ Dollars ($______).
Schedule 2 to the Master Lease is hereby amended and restated by the
attached schedule reflecting the addition of the Excluded Facilities [Facility]
affected hereby.
Initially capitalized terms used but not defined in this Joinder shall
have the meanings given to them in the Master Lease.
"LANDLORD":
[LANDLORD SIGNATURE BLOCKS]
"TENANT"
[TENANT SIGNATURE BLOCKS]
9393.9 (NHP Portfolio Lease)
G-1
SCHEDULE 1
LANDLORD ENTITIES
1. NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation
FEE OWNER OF PORTIONS OF PREMISES LOCATED IN COLORADO, OKLAHOMA, ARIZONA,
OHIO, NEW JERSEY, OREGON, WASHINGTON, KANSAS, IDAHO AND FLORIDA
2. NH TEXAS PROPERTIES LIMITED PARTNERSHIP, a Texas limited partnership
FEE OWNER OF PORTIONS OF PREMISES LOCATED IN TEXAS
3. NHP SILVERWOOD INVESTMENTS, INC., a Nevada corporation
FEE OWNER OF PORTIONS OF PREMISES LOCATED IN NEVADA AND COMMONLY KNOWN AS
WESTWOOD ASSISTED LIVING CENTER (NHP SILVERWOOD INVESTMENTS, INC. IS
EXECUTING THIS MASTER LEASE FOR THE PURPOSES OF CONSENTING TO THE
PROVISIONS OF SECTION 26 AND AGREES TO BE BOUND BY THE TERMS OF THIS
MASTER LEASE UPON JOINDER OF THE WESTWOOD ASSISTED LIVING CENTER PURSUANT
TO SECTION 26 AND EXHIBIT G OF THIS MASTER LEASE)
4. NHP WESTWOOD INVESTMENTS, INC., a Nevada corporation
FEE OWNER OF PORTIONS OF PREMISES LOCATED IN NEVADA AND COMMONLY KNOWN AS
WESTWOOD ACTIVE RETIREMENT (NHP WESTWOOD INVESTMENTS, INC. IS EXECUTING
THIS MASTER LEASE FOR THE PURPOSES OF CONSENTING TO THE PROVISIONS OF
SECTION 26 AND AGREES TO BE BOUND BY THE TERMS OF THIS MASTER LEASE UPON
JOINDER OF WESTWOOD ACTIVE RETIREMENT PURSUANT TO SECTION 26 AND EXHIBIT G
OF THIS MASTER LEASE)
5. MLD DELAWARE TRUST, a Delaware business trust
FEE OWNER OF PORTIONS OF PREMISES LOCATED IN SOUTH CAROLINA
6. MLD PROPERTIES, LLC, a Delaware limited liability company
FEE OWNER OF PORTIONS OF PREMISES LOCATED IN NORTH CAROLINA
9393.9 (NHP Portfolio Lease)
Schedule 1-1
SCHEDULE 2
FACILITY INFORMATION: BUSINESS, BEDS, ETC.
[ATTACHED]
9393.9 (NHP Portfolio Lease)
Schedule 2-1
SCHEDULE 3
EXCEPTIONS TO INSURANCE REQUIREMENTS
Alterra has in place a liability insurance program through Commonwealth
Risk Services, Inc., a risk management organization, to provide $5 million of
aggregate liability coverage. The Commonwealth program is a claims made
insurance policy, including general liability and professional liability, which
was initially issued by Legion Indemnity Company, an A. M. Best A- insurance
company. Legion Indemnity Company utilizes the insurance profit center program
offered by Mutual Indemnity (Bermuda) Ltd. (initially A. M. Best A- rated),
which is a risk financing plan designed to control the underwriting, profit and
investment income from a insured's insurance policy. Both ratings were reduced
after the initial formation of the program. The fronting insurance carrier for
the program, Legion Indemnity Company ("Legion"), became subject to a
Conservation Order issued by the Illinois Department of Insurance that limits
Legion's ability to pay claims without court approval. Legion's current credit
rating is "E."
Pursuant to the insurance profit center program, Legion issued a policy to
Alterra for $5 million of aggregate coverage, subject to a $25,000 per
occurrence deductible and all claims paid by Legion to Alterra will reduce the
aggregate limit accordingly. Alterra paid the premium for the policy and also
posted cash collateral. Pursuant to its re-insurance agreement with Mutual
Indemnity (Bermuda) Ltd., Legion ceded the funds from Alterra to Mutual, which
will invest the funds until losses or other expenses are actually paid.
Favorable claims experience will result in dividends to Alterra. The policy is
an annual policy that expires on July 1, 2002, and the premium has been paid for
the period through July 1, 2002.
As outlined above and set forth in the policy, this program does not
comply with the following particulars of Section 6 of the Master Lease:
1. The financial ratings of the insurers involved are below those
required.
2. The policy aggregate limit is $5,000,000, not $10,000,000.
3. The policy is written on a "claims made" basis as opposed to an
"occurrence" basis.
In addition to these matters related to Alterra's general
liability/professional liability insurance program, the following matters
may not comply with the requirements of Section 6 of the Master Lease:
1. The deductible under Alterra's workers' compensation is
$250,000, which the Company considers to be commercially
reasonable for the size of the program.
9393.9 (NHP Portfolio Lease)
Schedule 3-1
2. Deductibles for Flood, Windstorm and Quake coverage are typically 2% of
value with a $100,000 minimum. Lower deductibles for these forms of
coverage are generally not available in the market.
3. Alterra has consistently inflated its property schedule of values by 2% to
4% per year over initial construction or acquisition costs. These
scheduled amounts are believed generally to be adequate to cover the
replacement cost of an individual property but have not been recently
verified as adequate for every property. The Company intends to perform
that analysis in conjunction with its property insurance renewal of July
1, 2002.
4. The Company's current policies and typically practice in the commercial
insurance market generally do not permit delivery of replacement policies
10 days prior to the expiration of a policy and it is unlikely that it is
feasible to deliver the renewal policy within 10 days of renewal, although
Alterra will use its commercially reasonable efforts to do so as soon
thereafter as is practicable.
5. Upon the expiration of the Company's current general liability insurance
program (effective July 1, 2002), the Company may defer implementing a
general liability insurance program until the earlier of the expiration of
the Forbearance Period (as defined in the Memorandum of Understanding),
the filing of a Conforming Bankruptcy Proceeding (as defined in the
Memorandum of Understanding) by the Company or the conversion of an
involuntary petition to a voluntary petition pursuant to Section 1(a)(iii)
of the Memorandum of Understanding (such date, the "Plan Commencement
Date"). Upon the Plan Commencement Date the Company shall have in effect a
general liability insurance program, which complies with the requirements
of Section 6 of the Lease or a rent-a-captive program with a carrier with
an A- or better rating, or a fully funded self-insurance program, in each
case providing $5.0 million of aggregate liability coverage.
9393.9 (NHP Portfolio Lease)
Schedule 3-2
SCHEDULE 4
EXISTING FACILITIES EXEMPT FROM RADIUS RESTRICTION
[ATTACHED]
9393.9 (NHP Portfolio Lease)
Schedule 4-1
SCHEDULE 5
EXCEPTIONS TO TENANT'S REPRESENTATIONS AND WARRANTIES
1. SECTION 11.2(h) - Improvements defective; improvements noncompliance with
laws. None
2. SECTION 11.2(i) -Improvements not properly zoned; noncompliance with
subdivision ordinances. None
3. SECTION 11.2(h) - Defective conditions in improvements.
Alterra Clare Bridge of Greensboro - In the early fall of 2001, Alterra
became aware that some of the ceilings in the Alterra Clare Bridge of Greensboro
facility, principally in the dining rooms, were visibly sagging. Alterra
immediately retained an independent structural engineer to determine the cause
of the problem and to recommend the appropriate repairs. The engineer,
▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ & Associates, determined that the sagging was the result of
defectively designed and constructed roof trusses and negligently installed roof
trusses and bracing. Alterra has provided Landlord with a copy of the
▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ & Associates report dated November 1, 2001.
In October 2001, Alterra sent notices and demand letters to the
contractor, all known subcontractors, the architect, and the truss manufacturer
advising them of the problem and requesting that such parties put their
respective liability carriers on notice. Inasmuch as the engineer concluded that
repairs must be commenced immediately, Alterra decided to proceed with repairs
in advance of final determination of liability in order to preserve the value of
the collateral and minimize the chance of injury or further damage. As a result,
repairs were commenced in November 2001 and as of the date hereof have been
completed.
Alterra has retained construction litigation counsel to proceed with legal
action against the various responsible parties. Currently Alterra intends to
pursue arbitration claims against the various parties under the original
construction contracts.
Alterra Clare Bridge of Charleston - During the fall of 2001, Alterra
became aware of mold and mildew on HVAC ceiling vents and other areas of the
Alterra Clare Bridge of Charleston facility. Alterra's initial investigation
suggested that the HVAC system was not properly designed or installed. In
December 2001, Alterra sent notice and a demand letter to the architects
requesting that they put their liability carrier on notice. In the meantime,
Alterra retained an independent engineer to verify the cause of the problem and
to recommend repairs. The engineer, Professional Engineering Consultants, P.A.,
determined that the HVAC system lacked adequate capacity to properly dehumidify
the outside air entering the facility and the design was defective. Alterra has
provided Landlord with a copy of the Professional Engineering Consultants report
dated January 3, 2002. Alterra has proceeded with the repairs in advance of
final determination of liability in order to preserve the value of the
collateral.
9393.9 (NHP Portfolio Lease)
Schedule 5-1
Alterra has been advised that the repairs should be completed no later
than April 15, 2002. Alterra has retained construction litigation counsel to
proceed with legal action against the architect. Currently, Alterra intends to
pursue an arbitration claim against the architect under the original architect
agreement.
4. SECTION 11.2(i) - Zoning Noncompliance. None
5. SECTION 11.2(j) - Hazardous Materials. None
6. SECTION 11.2(k) - Soil Conditions. None
7. SECTION 11.2(l) - Government Investigations. None
8. SECTION 11.2(m).
a. Lawsuits - See attached spreadsheet.
b. Arbitrations to be brought for defective conditions - see paragraph
3, above.
9. SECTION 11.2(o).
Alterra failed to comply with the financial covenants set forth in the
Meditrust Leases. It is also likely there was noncompliance with certain
provisions of the lease arising from Alterra's inability to pay its debts
generally as they became due. In addition, the operation of the representations
and warranties of the Meditrust Leases contained a continuing concept whereby
the Tenant was deemed to be re-making the representations and warranties on a
continual basis, and the effect of this provision may have resulted in other
technical defaults, although Tenant did not receive any notice of any such
defaults from Meditrust.
9393.9 (NHP Portfolio Lease)
Schedule 5-2
SCHEDULE 6
MINIMUM MEDITRUST CAROLINA RESIDENCE PRICES
MEDITRUST CAROLINA FACILITY MINIMUM RESIDENCE PRICE SECURITY DEPOSIT
--------------------------- ----------------------- ----------------
▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ $ 2,176,064 $ 128,853
▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ $ 3,892,681 $ 230,513
▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ $ 2,929,254 $ 173,451
▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ $ 3,956,916 $ 234,324
▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇ $ 2,136,722 $ 126,484
▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ $ 2,303,363 $ 136,372
9393.9 (NHP Portfolio Lease)
Schedule 6-1
SCHEDULE 7
EXCLUDED FACILITIES
ALLOCABLE LANDLORD'S SECURITY
EXCLUDED FACILITIES MINIMUM RENT INVESTMENT DEPOSIT
------------------- ------------ ------------ ------------
Albany Residential Center $ 299,000 $ 2,530,000 $ 67,268
Forest Grove Residential Community $ 458,000 $ 3,519,000 $ 95,868
The Heritage at Mt. Hood $ 438,000 $ 4,692,000 $ 114,375
McMinnville Residential Estates $ 485,000 $ 4,610,000 $ 104,308
Westwood Assisted Living Center $ 549,000 $ 5,577,000 $ 130,092
Westwood Active Retirement $ 756,000 $ 7,923,000 $ 183,373
9393.9 (NHP Portfolio Lease)
Schedule 7-1
SCHEDULE 8
PROPOSED CAPITAL IMPROVEMENTS
[ATTACHED]
9393.9 (NHP Portfolio Lease)
Schedule 8-1
Exhibit 10.42.1
MASTER LEASE
BETWEEN
NATIONWIDE HEALTH PROPERTIES, INC.,
A MARYLAND CORPORATION,
AND AFFILIATES THEREOF,
AS "LANDLORD"
AND
ALTERRA HEALTHCARE CORPORATION,
A DELAWARE CORPORATION,
AS "TENANT"
DATED: APRIL 9, 2002
TABLE OF CONTENTS
(CONTINUED)
PAGE
1. Term................................................................................ 2
2. Rent................................................................................ 2
2.1 Initial Term Minimum Rent.................................................. 2
2.2 Initial Term Additional Rent............................................... 3
2.3 Renewal Term Minimum Rent.................................................. 3
2.4 Renewal Term Additional Rent............................................... 4
2.5 Total Rent................................................................. 4
2.6 Rent Cap and Floor......................................................... 5
2.7 Proration for Partial Periods.............................................. 6
2.8 Form for Additional Rent................................................... 6
2.9 Payment Terms.............................................................. 6
2.10 Absolute Net Lease......................................................... 6
3. Late Charges........................................................................ 6
4. Security Deposit; Collateral for Lease Obligations.................................. 7
5. Taxes and Other Charges............................................................. 7
5.1 Tenant's Obligations....................................................... 7
5.2 Protests................................................................... 8
6. Insurance........................................................................... 8
6.1 Requirements............................................................... 8
6.2 Exceptions to Insurance Requirements....................................... 10
6.3 Reimbursement of Landlord's Costs.......................................... 10
6.4 Determination of Commercial Reasonableness................................. 11
7. Use, Regulatory Compliance and Preservation of Business............................. 11
7.1 Permitted Use; Qualified Care.............................................. 11
7.2 Regulatory Compliance...................................................... 11
7.3 Preservation of Business................................................... 12
8. Acceptance, Maintenance, Upgrade, Alteration and Environmental...................... 12
8.1 Acceptance "AS IS"; No Liens............................................... 12
8.2 Tenant's Maintenance Obligations........................................... 13
8.3 Upgrade Expenditures....................................................... 13
9393.9 (NHP Portfolio Lease)
-i-
TABLE OF CONTENTS
(CONTINUED)
PAGE
8.4 Alterations by Tenant...................................................... 14
8.5 Hazardous Materials........................................................ 14
9. Tenant Property and Security Interest............................................... 15
9.1 Tenant Property............................................................ 15
9.2 Landlord's Security Interest and Financing Statements...................... 16
9.3 Landlord's Personal Property............................................... 16
10. Financial, Management and Regulatory Reports........................................ 17
11. Representations and Warranties...................................................... 17
11.1 By Landlord................................................................ 17
11.2 By Tenant.................................................................. 18
12. Events of Default................................................................... 19
13. Remedies............................................................................ 20
13.1 General.................................................................... 20
13.2 Receivership............................................................... 21
13.3 Remedies Cumulative; No Waiver............................................. 21
13.4 Performance of Tenant's Obligations........................................ 21
14. Provisions on Termination........................................................... 22
14.1 Surrender of Possession.................................................... 22
14.2 Removal of Tenant Personal Property........................................ 22
14.3 Management of Premises..................................................... 23
14.4 Holding Over............................................................... 23
14.5 Survival................................................................... 23
15. Certain Landlord Rights............................................................. 23
15.1 Entry and Examination of Records........................................... 23
15.2 Grant Liens; Change in Zoning.............................................. 23
15.3 Subordination, Attornment and Nondisturbance............................... 24
15.4 Estoppel Certificates...................................................... 24
15.5 Conveyance Release......................................................... 24
16. Assignment and Subletting........................................................... 24
17. Damage by Fire or Other Casualty.................................................... 25
9393.9 (NHP Portfolio Lease)
-ii-
TABLE OF CONTENTS
(CONTINUED)
PAGE
18. Condemnation........................................................................ 25
19. Indemnification..................................................................... 26
20. Attorneys Fees; Disputes............................................................ 26
21. Notices............................................................................. 26
22. Miscellaneous....................................................................... 27
23. Meditrust Carolina Facilities....................................................... 28
23.1 Tenant Purchase Option..................................................... 28
23.2 Adjustment to Minimum Rent, Landlord's Investment and Security Deposit..... 29
24. Quiet Enjoyment..................................................................... 29
25. No Personal Liability of Trustee.................................................... 29
26. Joinder of Excluded Facilities...................................................... 30
26.1 Joinder of Facilities...................................................... 30
26.2 Adjustment to Minimum Rent, Landlord's Investment and Security Deposit..... 30
27. Advisory Fee........................................................................ 30
9393.9 (NHP Portfolio Lease)
-iii-
TABLE OF CONTENTS
(CONTINUED)
PAGE
EXHIBITS:
EXHIBIT A LEGAL DESCRIPTIONS
EXHIBIT B LANDLORD PERSONAL PROPERTY
EXHIBIT C FAIR MARKET VALUE
EXHIBIT D PERMITTED EXCEPTIONS
EXHIBIT E CERTAIN DEFINITIONS
EXHIBIT F FINANCIAL, MANAGEMENT AND REGULATORY REPORTS
EXHIBIT G FORM OF JOINDER TO MASTER LEASE
SCHEDULE 1 LANDLORD ENTITIES
SCHEDULE 2 FACILITY INFORMATION: BUSINESS, BEDS, ETC.
SCHEDULE 3 EXCEPTIONS TO INSURANCE REQUIREMENTS
SCHEDULE 4 EXISTING FACILITIES EXEMPT FROM RADIUS RESTRICTION
SCHEDULE 5 EXCEPTIONS TO TENANT'S REPRESENTATIONS AND WARRANTIES
SCHEDULE 6 MEDITRUST CAROLINA FACILITIES
SCHEDULE 7 EXCLUDED FACILITIES
SCHEDULE 8 PROPOSED CAPITAL IMPROVEMENTS
9393.9 (NHP Portfolio Lease)
-iv-
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9393.9 (NHP Portfolio Lease)