EXHIBIT 10.7.1
GUARANTY OF LEASE
This Guaranty of Lease (this "Guaranty"), dated as of January 28, 2004, is
made by Brookdale Living Communities, Inc., a Delaware corporation (together
with any entity succeeding thereto by consolidation, merger or acquisition of
its assets substantially as an entirety, "Guarantor") for the benefit of the
parties identified as Landlord on Schedule B, attached hereto and made a part
hereof (herein together with their respective successors and assigns as owners
of the properties hereinafter described, called "Landlord").
Landlord is simultaneously herewith acquiring a fee simple interest in the
parcels of land described on Exhibit A, attached hereto and made a part hereof,
and the improvements located on said land (each a "Property" and, collectively,
the "Properties") and leasing the Properties to the entities identified as
Tenant on Schedule B, attached hereto and made a part hereof (each a "Tenant"
and, collectively, the "Tenants"), pursuant to those certain leases identified
on Schedule B, attached hereto and made a part hereof (each a "Lease" and,
collectively, the "Leases"). Initially capitalized terms used but not defined
herein shall have the meaning ascribed to such term in the Leases. Landlord is
unwilling to acquire the Properties or enter into the Leases unless Guarantor
enters into this agreement. Guarantor directly or indirectly owns all the stock,
partnership interests or membership interests, as the case may be, of each
Tenant. The acquisition by Landlord of the Properties and the lease of the
Properties to Tenants is of direct benefit to Guarantor. This Guaranty
reasonably may be expected to benefit, directly or indirectly, Guarantor.
NOW, THEREFORE, in consideration of $10 and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Guarantor, intending to be legally bound, covenants and agrees with Landlord as
follows:
1. Guarantor unconditionally and irrevocably guarantees to Landlord
that (a) all Rent and all other sums due under the Leases, whether due by
acceleration or otherwise, including costs and expenses of collection
(collectively, the "Monetary Obligations") will be promptly paid in full when
due, in accordance with the provisions of the Leases and (b) each Tenant will
perform and observe each and every covenant, agreement, term and condition of
such Tenant in the applicable Lease (the "Performance Obligations" and together
with the Monetary Obligations, the "Guaranteed Obligations"). If for any reason
any Monetary Obligations shall not be paid promptly when due after receipt of
required notice to the applicable Tenant under the applicable Lease, if any, and
after the expiration of any applicable grace period therefor, if any, Guarantor
shall, immediately upon demand, pay the same to Landlord with interest and
penalty due thereon, if any, as stated in the applicable Lease. In addition to
the foregoing, Guarantor hereby becomes surety to Landlord for the due and
punctual payment and performance of the Guaranteed Obligations, and, to the
extent permitted by law, Guarantor hereby waives all defenses that may be
available to Guarantor as a surety and guarantor other than the defenses of
payment of the Monetary Obligations and performance of the Performance
Obligations.
2. Landlord may enforce this Guaranty without first having recourse
against any Tenant or exhausting its rights or remedies under any Lease;
provided, that nothing herein shall prohibit Landlord from exercising its rights
against each of Guarantor and any Tenant simultaneously. This Guaranty and the
obligations of Guarantor hereunder are present, primary, direct, continuing,
unconditional, irrevocable and absolute. This Guaranty is a guaranty of payment
and performance and not of collection.
3. Guarantor represents, warrants and covenants to Landlord that (a)
all reports, statements (financial or otherwise), certificates and other data
furnished by Guarantor to Landlord in connection with this Guaranty (except for
the environmental reports, the property condition reports and the appraisals),
are true and correct in all material respects, do not omit to state any material
fact or circumstance necessary to make the statement contained therein not
misleading and fairly represent the financial condition of Guarantor as of the
respective date thereof, and no material adverse change has occurred in the
financial condition of Guarantor since the date of the most recent of such
financial statements; (b) Guarantor has derived or expect to derive financial
and other advantages and benefits, directly or indirectly, from the making of
this Guaranty and the Guaranteed Obligations; (c) no representations or
agreements of any kind have been made to Guarantor that would limit or qualify
in way the terms of this Guaranty; (d) Landlord has made no representation to
Guarantor as to the creditworthiness of any Tenant; (e) Guarantor has
established adequate means of obtaining from each Tenant on a continuing basis
information regarding such Tenant's financial condition; (f) Guarantor will keep
adequately informed of any facts, events or circumstances that might in any way
affect Guarantor's risks under this Guaranty; (g) Landlord shall have no
obligation to disclose to Guarantor any information or documents (financial or
otherwise) heretofore or hereafter acquired by Landlord in the course of its
relationship with any Tenant; (h) there shall be no conveyance, sale,
assignment, transfer, pledge, hypothecation, encumbrance or other disposition
(collectively, a "Disposition") of the direct or indirect interests in Guarantor
on or subsequent to the date of this Guaranty such that after such Disposition
any Person, together with its Affiliates, owns or controls, directly or
indirectly, in the aggregate more than fifty percent (50%) of the beneficial
ownership interests of Guarantor or possesses, directly or indirectly, the power
to direct or cause the direction of the management or policies of Guarantor,
whether through the ability to exercise voting power, by contract or otherwise
(a "Change of Control"), unless (1) immediately following such Change of
Control, Guarantor has a net worth equal to or greater than $250,000,000 (or
such lesser amount (but no less than $100,000,000) as may be permitted under
Section 16 hereof provided Guarantor has deposited with Landlord the required
Net Worth Deposit pursuant to Section 16); (2) there is no then-existing
monetary "Event of Default" under, and as defined in, the Lease; and (3) such
Change of Control would not otherwise result in a default or "Event of Default"
under, and as defined in, the Lease, this Guaranty or the Property Management
Contract; (i) Guarantor shall not merge or consolidate will any other Person or
sell all or substantially all or its assets to any other Person on or subsequent
to the date of this Guaranty, unless (1) immediately following such merger,
consolidation or sale, Guarantor has a net worth equal to or greater than
$250,000,000 (or such lesser amount (but no less than $100,000,000) as may be
permitted under Section 16 hereof provided Guarantor has deposited with Landlord
the required Net Worth Deposit pursuant to Section 16); (2) there is no then-
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existing monetary "Event of Default" under, and as defined in, the Lease; and
(3) such merger, consolidation or sale would not otherwise result in a default
or "Event of Default" under, and as defined in, the Lease, this Guaranty or the
Property Management Contract; (j) Guarantor is a corporation, duly organized,
validly existing and in good standing under the laws of the State of Delaware;
(k) Guarantor has the power and authority to execute, deliver and perform this
Guaranty and to incur the obligations herein provided for; (l) Guarantor has
taken all requisite actions necessary to authorize the execution, deliver and
performance of this Guaranty; (m) this Guaranty constitutes a legal, valid and
binding obligation of Guarantor enforceable in accordance with its terms,
subject to (1) applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors' rights generally and (2)
general principles of equity; (n) the execution, delivery and performance of
this Guaranty will not require any consent, approval, authorization, order or
declaration of or filing or registration with any court, any Governmental
Authority or any other Person; (o) the execution, delivery and performance of
this Guaranty do not and will not conflict with, and do not and will not result
in a breach of, any organizational document of Guarantor or any order, writ,
injunction, decree, statute, rule or regulation applicable to Guarantor; (p)
Guarantor is an Affiliate of each Tenant; and (q) there is no litigation pending
or, to the knowledge of Guarantor, threatened against Guarantor that has not
been disclosed in writing to Landlord and which, if adversely determined, could
reasonably be expected to have a material adverse effect on the ability of
Guarantor to perform its obligations under this Guaranty.
4. The obligations, covenants, agreements and duties of Guarantor
under this Guaranty shall in no way be discharged, affected or impaired by any
of the following and Landlord may at any time and from time to time, with or
without consideration, without prejudice to any claim against Guarantor
hereunder, without in any way changing, releasing or discharging Guarantor from
its liabilities and obligations hereunder and without notice to or the consent
of Guarantor, waive, release or consent to any of the following:
(a) the waiver by Landlord of the performance or observance by
any Tenant or any other party of any of the agreements, covenants, terms or
conditions contained in any Lease;
(b) the extension, in whole or in part, of the time for
payment by any Tenant of any sums owing or payable under any Lease, or of any
other sums or obligations under or arising out of or on account of any Lease, or
the renewal or extension of any Lease;
(c) any sublease of any or all of any Property by the
applicable Tenant to any other person;
(d) any assumption by any person of any or all of any Tenant's
obligations under, or any Tenant's assignment of any or all of its interest in,
the applicable Lease;
(e) the waiver or release or modification or amendment
(whether material or otherwise) of any provision of any Lease;
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(f) any failure, omission or delay on the part of Landlord to
enforce, assert or exercise any right, power or remedy conferred on or available
to Landlord in or by the Leases or this Guaranty, or any action on the part of
Landlord granting indulgence or extension in any form whatsoever;
(g) the voluntary or involuntary liquidation, dissolution,
sale of all or substantially all of the assets, marshaling of assets and
liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment
for the benefit of creditors, reorganization or other similar proceeding
affecting Landlord, any Tenant or Guarantor or any of their assets or any
impairment, modification, release or limitation of liability of Landlord, any
Tenant or Guarantor or any of their estates in bankruptcy or of any remedy for
the enforcement of such liability resulting from the operation of any present or
future provision of the U.S. Bankruptcy Code or other similar statute of any
other state or nation or from the decision of any court;
(h) the release of any Tenant from the performance or
observance of any of the agreements, covenants, terms or conditions contained in
the applicable Lease by operation of law;
(i) the power or authority or lack thereof of any Tenant to
execute, acknowledge or deliver the applicable Lease
(j) the legality, validity or invalidity of any Lease;
(k) the existence or non-existence of any Tenant as a legal
entity or the existence or non-existence of any corporate or other business
relationship between any Tenant and Guarantor;
(l) any sale or assignment by a Landlord of this Guaranty
and/or any Lease (including any assignment by Landlord to any mortgagee);
(m) any default by Guarantor under this Guaranty or any right
of setoff, counterclaim or defense (other than payment in full of the Monetary
Obligations in accordance with the terms of any Lease) that Guarantor may or
might have to its undertakings, liabilities and obligations hereunder, each and
every such defense being hereby waived by Guarantor; or
(n) any other cause, whether similar or dissimilar to any of
the foregoing, that might constitute a legal or equitable discharge of Guarantor
(whether or not Guarantor shall have knowledge or notice thereof) other than
payment in full of the Monetary Obligations.
Without in any way limiting the generality of the foregoing,
Guarantor specifically agrees that if any Tenant's obligations under the
applicable Lease are modified or amended with the express written consent of
Landlord, this Guaranty shall extend to such obligations as so amended or
modified.
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5. Guarantor hereby waives notice of (a) Landlord's acceptance of
this Guaranty or its intention to act or its actions in reliance hereon; (b) the
present existence or future incurring of any Guaranteed Obligations or any terms
or amounts thereof or any change therein; (c) any default by any Tenant or any
surety or guarantor; (d) the obtaining of any guaranty or surety agreement (in
addition to this Guaranty); (e) the obtaining of any pledge, assignment or other
security for any Guaranteed Obligations; (f) the release of any Tenant or any
surety or guarantor; (g) the release of any collateral; (h) any other demands or
notices whatsoever with respect to the Guaranteed Obligations or this Guaranty;
(i) presentment, demand, protest, nonpayment, intent to accelerate, and protest
in relation to any instrument or agreement evidencing any Guaranteed Obligation.
Guarantor hereby further waives (j) promptness and diligence; (k) all other
notices, demands and protests, and all other formalities of every kind, in
connection with the enforcement of any Lease or of the obligations of Guarantor
hereunder, the omission of or delay in which, but for the provisions of this
paragraph, might constitute grounds for relieving Guarantor of its obligations
hereunder; and (l) any requirement that Landlord protect, secure, perfect or
insure any lien or security interest or other encumbrance or any property
subject thereto or pursue or exhaust any right or take any action against or
with respect to any Tenant or any other person or entity or any collateral
(including any rights relating to marshalling of assets).
6. Guarantor expressly waives any and all rights to defenses arising
by reason of (a) if applicable, any "one-action" or "anti-deficiency" law or any
other law that may prevent Landlord from bringing any action, including a claim
for deficiency against Guarantor, before or after Landlord's commencement or
completion of any action against any Tenant; (b) ANY ELECTION OF REMEDIES BY
LANDLORD (INCLUDING WITHOUT LIMITATION ANY TERMINATION OF ANY LEASE) THAT
DESTROYS OR OTHERWISE ADVERSELY AFFECTS GUARANTOR'S SUBROGATION RIGHTS OR
GUARANTOR'S RIGHTS TO PROCEED AGAINST ANY TENANT FOR REIMBURSEMENT; (c) any
disability or other defense of any Tenant or of any other guarantor, or by
reason of the cessation of any Tenant's liability from any cause whatsoever,
other than full and final payment in legal tender of the Guaranteed Obligations;
(d) any right to claim discharge of the Guaranteed Obligations on the basis of
unjustified impairment of any collateral for the Guaranteed Obligations; (e) any
change in the corporate relationship between Guarantor and any Tenant or any
termination of such relationship;(f) any irregularity, defect or unauthorized
action by Landlord, any Tenant or any other guarantor or surety or any of their
respective officers, directors or other agents in executing and delivering any
instrument or agreements relating to the Guaranteed Obligations or in carrying
out or attempting to carry out the terms of any such agreements; (g) any
receivership, insolvency, bankruptcy, reorganization or similar proceeding by or
against any Tenant, Landlord, Guarantor or any other surety or guarantor; (h)
any setoff, counterclaim, recoupment, deduction, defense or other right that
Guarantor may have against Landlord, any Tenant or any other Person for any
reason whatsoever whether related to the Guaranteed Obligations or otherwise;
(i) any assignment, endorsement or transfer, in whole or in part, of the
Guaranteed Obligations, whether made with or without notice to or consent of
Guarantor; (j) if the recovery from any Tenant or any other guarantor becomes
barred by any statute of limitations or is otherwise prevented; or (k) any
neglect, delay, omission, failure or
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refusal of Landlord to take or prosecute any action for the collection of any of
the Guaranteed Obligations or to foreclose or take or prosecute any action in
connection with any lien or right of security (including perfection thereof)
existing or to exist in connection with, or as security for, any of the
Guaranteed Obligations, it being the intention hereof that Guarantor shall
remain liable as a principal on the Guaranteed Obligations notwithstanding any
act, omission or event that might, but for the provisions hereof, otherwise
operate as a legal or equitable discharge of Guarantor.
7. Guarantor agrees that, in the event of the rejection or
disaffirmance of a Lease by any Tenant or any Tenant's trustee in bankruptcy
pursuant to bankruptcy law or any other law affecting creditors rights,
Guarantor will, if Landlord so requests, assume all obligations and liabilities
of such Tenant under the applicable Lease, to the same extent as if Guarantor
was a party to such document and there had been no such rejection or
disaffirmance; and Guarantor will confirm such assumption in writing at the
request of Landlord upon or after such rejection or disaffirmance. Guarantor,
upon such assumption, shall have all rights of the applicable Tenant under the
applicable Lease to the fullest extent permitted by law.
8. The following events following the expiration of the applicable
cure periods, in this paragraph are sometimes referred to in this Guaranty as an
"Event of Default":
(a) If default shall be made in the payment of any sum
required to be paid by Guarantor under this Guaranty;
(b) If default shall be made in the observance or performance
of any of the other covenants in this Guaranty which Guarantor is required to
observe and perform;
(c) If any representation or warranty made by Guarantor herein
or in any certificate, demand or request proves to be incorrect in any material
respect when made;
(d) If Guarantor (i) admits in writing its inability to pay
its debts generally as they become due; (ii) files a petition in bankruptcy or a
petition to take advantage of any bankruptcy, reorganization or insolvency act;
(iii) makes an assignment for the benefit of its creditors; (iv) consents to the
appointment of a receiver for itself or for the whole or any substantial part of
its property; or (v) files a petition or answer seeking reorganization or
arrangement under federal bankruptcy laws or any other applicable law or statute
of the united States of America or any state thereof;
(e) If any petition is filed by or against Guarantor either
under federal bankruptcy laws, or any other proceeding is instituted by or
against Guarantor seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, reorganization, arrangement, adjustment or composition of its or
its debts under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, custodian or other similar official for
Guarantor, and such proceeding is not dismissed within ninety (90) days after
institution thereof, or Guarantor or any Affiliate of
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Guarantor shall take any action to authorize or effect any of the actions set
forth in this paragraph 8(e);
(f) If, without Landlords' prior written consent, a Change of
Control in violation of Section 3(h) of this Guaranty shall occur, or Guarantor
shall fail to comply with paragraph 16 of this Guaranty;
(g) If there is a consolidation, merger or transfer of all or
substantially all of the assets of Guarantor in violation of Section 3(i) of
this Guaranty;
(h) If there is a default or an event of default under any one
or more Guarantor Credit Agreement, to the extent such default or event of
default results in an acceleration under such Guarantor Credit Agreements
aggregating $25,000,000 or more of indebtedness; "Guarantor Credit Agreement"
shall mean any credit agreement, guaranty or similar agreement to which
Guarantor is a party and under which Guarantor has recourse obligations or for
which Guarantor provides credit enhancement or support.
(i) If any receiver, trustee, custodian or other similar
official shall be appointed for Guarantor and any such appointment is not
dismissed within ninety (90) days after the date of such appointment and prior
to the entry of a final, unappealable order approving such appointment;
(j) If Guarantor is liquidated or dissolved, or shall begin
proceedings toward such liquidation or dissolution; or
(k) If Tenants shall fail to maintain as of the end of each
fiscal quarter a Portfolio Coverage Ratio (as defined below) of not less than
1.10 to 1.00 in breach of Section 8.2.8 of the Leases, subject to Tenant's
rights to cure such "Event of Default" as provided in Section 8.2.8 of the
Leases.
Upon the occurrence of any such Event of Default, in addition to whatever rights
at law or equity it might have to enforce this Guaranty, Landlord shall, at its
sole option, have the right to declare an Event of Default under, and as defined
in, the Leases, pursuant to the terms thereof.
9. Guarantor agrees that any claim or claims or liens or security
interests it may now have or may in the future have against any Tenant are or
shall be subordinate to such Tenant's obligations to Landlord under the
applicable Lease until such Tenant's obligations under such Lease have been
fully performed and any payments thereunder are not subject to recovery by a
trustee in bankruptcy. Guarantor waives all rights of subrogation against any
Tenant for any amounts expended by Guarantor under this Guaranty until such
Tenant's obligations under the applicable Lease have been fully performed and
any payments thereunder are not subject to recovery by a trustee in bankruptcy.
10. If Landlord incurs any expenses in the enforcement of this
Guaranty, including reasonable attorneys' fees and disbursements, whether or not
legal action be instituted,
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Guarantor shall pay the same immediately upon demand by Landlord which shall be
accompanied by evidence of such expenses.
11. Landlord shall not by any act of omission or commission be
deemed to waive any of its rights or remedies hereunder unless such waiver be in
writing and signed by Landlord, and then only to the extent specifically set
forth therein; a waiver of one event shall not be construed as continuing or as
a bar to or waiver of such right or remedy on a subsequent event.
12. Guarantor shall deliver to Landlord and to any lender or
purchaser designated by Landlord the following information
(a) As soon as available, and in any event within forty-five
(45) days after the end of each fiscal quarter (based on the fiscal year of
Gurantor):
(1) In hard copy and electronic format, and presented on
a consolidated basis, quarterly and year-to-date unaudited financial statements
prepared for such fiscal quarter with respect to Guarantor, including a balance
sheet and operating statement as of the end of such fiscal quarter, together
with related statements of income, members' or partners' capital and cash flows
for such fiscal quarter and for the portion of such fiscal year ending with such
fiscal quarter. Together with Guarantor's quarterly financial statements,
Guarantor shall furnish to Landlord (i) an Officer's Certificate certifying that
the same are true and correct and were prepared in accordance with GAAP, applied
on a consistent basis, subject to changes resulting from audit and normal
year-end audit adjustments; (ii) an Officer's Certificate certifying as of the
date thereof whether, to the best of Guarantor's knowledge, there exists an
event or circumstance that constitutes an Event of Default or that, with the
giving of notice or the passage of time, or both, would constitute an Event of
Default and if such Event of Default or latent Event of Default exists, the
nature thereof, the period of time it has existed and the action then being
taken to remedy the same; and (iii) an Officer's Certificate certifying as of
the date thereof a clear, reasonably detailed explanation of the calculations of
the Portfolio Coverage Ratio. "Portfolio Coverage Ratio" shall mean the ratio of
(A) the Cash Flow under all of the Leases for all of the Facilities for the
applicable period; to (B) Fixed Rent under all of the Leases, and all other debt
service and lease payments relating to such Facilities for the applicable period
calculated on a trailing twelve (12) month basis.
(2) As of such quarter-end, all loss runs and material
actuarial reports, studies, reviews and analysis, if any, prepared by or on
behalf of Guarantor and each of its subsidiaries or their insurance actuaries,
quarterly and otherwise, concerning Guarantor's and each of its subsidiaries'
reserves for expenses relating to malpractice or professional liability and
malpractice or professional liability insurance.
(b) As soon as available, and in any event within one hundred
twenty (120) days after the end of each fiscal year of Guarantor, in hard copy
and electronic format, and presented on a consolidated basis, financial
statements prepared for such year with respect to Guarantor, including a balance
sheet and operating statement as of the end of such year, together
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with related statements of income and members' or partners' capital for such
fiscal year, audited by a "Big Four" accounting firm or a nationally recognized,
independent certified public accounting firm reasonably satisfactory to
Landlord, whose opinion shall be to the effect that such financial statements
have been prepared in accordance with GAAP, applied on a consolidated basis, and
shall not be qualified as to the scope of the audit or as to the status of
Guarantor as a going concern. Together with Guarantor's annual financial
statements, Guarantor shall furnish to Landlord an Officer's Certificate
certifying as of the date thereof whether, to the best of Guarantor's knowledge,
there exists an event or circumstance that constitutes an Event of Default or
that, with the giving of notice or the passage of time, or both, would
constitute an Event of Default by Guarantor under this Guaranty, and if such
Event of Default or latent Event of Default exists, the nature thereof, the
period of time it has existed and the action then being taken to remedy the
same.
13. Guarantor shall transmit to Landlord, within five (5) Business
Days after receipt thereof (or immediately with respect to any correspondence
related to an "immediate jeopardy" event), any material communication affecting
one or more Properties, Tenants, Guarantor, Property Manager, any Affiliate of
any Tenant or Guarantor, this Guaranty, the Leases, and Guarantor shall promptly
respond to inquiries with respect to such information. Guarantor shall notify
Landlord in writing promptly after Guarantor obtains knowledge of any potential,
threatened or existing litigation or proceeding, which could have a Material
Adverse Effect on any Tenant, Guarantor, any Affiliate of any Tenant or
Guarantor, Property Manager, or any Property, against, or investigation of, any
Tenant, Guarantor, any Affiliate of any Tenant or Guarantor, Property Manager or
any Property that may affect the right to operate one or more of the Properties,
or Landlord's title to any Property.
14. From and after the date on which Guarantor becomes a publicly
traded company, Guarantor shall deliver, as soon as reasonably available, to
Landlord copies of any Forms 10K, 10Q and 8K, and any other annual, quarterly,
monthly or other reports, copies of all registration statements and any other
public information that Guarantor or Affiliate of Guarantor files with the SEC
or any other Governmental Authority promptly upon the furnishing thereof to the
shareholders of Guarantor or Affiliate of Guarantor, copies of all statements,
reports, notices and proxy statements so furnished.
15. On a quarterly basis, Guarantor shall permit, and upon request
by Landlord, shall make appropriate arrangements for, Landlord and/or Landlord's
Representatives to discuss the affairs, operations, finances and accounts of
each Tenant, Guarantor and Property Manager with, and be advised as to the same
by, corporate officers of Guarantor as Landlord may reasonably request, all as
Landlord may deem appropriate for the purpose of verifying any report(s)
delivered by Guarantor to Landlord under this Guaranty or delivered by any
Tenant to Landlord under the applicable Lease or for otherwise ascertaining
compliance with this Guaranty by Guarantor or with the applicable Lease by
applicable Tenant or the business, operational or financial condition of such
Tenant, Guarantor and/or their respective Affiliates and/or any of the
Properties. Without limitation of the foregoing, from time to time promptly
following receipt of written notice from Landlord to Guarantor (and in any event
within five (5) Business Days of
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such receipt), Guarantor shall permit, and shall make appropriate arrangements
for, Landlord and/or Landlord's Representatives to discuss the business,
operational and financial condition of specific Property(ies) designated by
Landlord with, and be advised as to the same by, appropriate personnel of
Guarantor, each Tenant and Property Manager having operational and accounting
responsibilities for the Property(ies) so specified by Landlord and to review,
and make abstracts from and copies of, the books, accounts and records of
Guarantor, any Tenant and/or their respective Affiliates relative to any such
Property(ies), and, unless an Event of Default has occurred and is continuing,
conducted at Landlord's sole cost and expense (but only as to cost and expense
of Landlord), in each case provided, and on the condition, that any such
discussions or reviews, abstracting or copying shall not materially interfere
with Guarantor's business operations relative to any affected Property(ies).
Unless otherwise agreed in writing by Landlord and Guarantor, all of the
discussions, reviews, abstracting and copying referenced in this paragraph 15
shall occur during normal business hours.
16. Guarantor shall maintain for each fiscal quarter a Net Worth of
not less than $250,000,000; provided that, the failure to maintain such Net
Worth shall not constitute an Event of Default if (1) Guarantor's Net Worth at
all times remains at least $100,000,000 and (2) Guarantor has made any required
Net Worth Deposits in accordance with the terms hereof. If the Guarantor's Net
Worth falls below $250,000,000, then Guarantor shall deposit with Landlord,
within five (5) Business Days following the determination thereof, an amount
equal to (i) the product of (x) the monthly amount of Fixed Rent then due under
the Leases and (y) the applicable number of months set forth in the chart below
(the "Net Worth Deposit"), minus (ii) amounts then held in the Guaranty Escrow
Account:
Net Worth Level ($): Number of Months:
249,999,999 - 225,000,000 1.0
224,999,999 - 200,000,000 2.0
199,999,999 - 175,000,000 3.0
174,999,999 - 150,000,000 4.0
149,999,999 - 125,000,000 5.0
124,999,999 - 100,000,000 6.0
The Net Worth Deposit shall be deposited by Landlord in an interest-bearing
account (which account may include amounts held by Landlord pursuant to any
Lease or Leases) of Landlord (the "Guaranty Escrow Account"). The interest on
the Net Worth Deposit shall be retained in the Guaranty Escrow Account as
security for the Guaranteed Obligations and distributed annually to the
Guarantor provided that no Event of Default under the Master Lease or this
Guaranty has occurred and is continuing. The Net Worth Deposit shall secure
payment and perfomance of the Guaranteed Obligations and, upon the occurrence of
any Event of Default, Landlord may apply any funds held in the Guaranty Escrow
Account to the Guaranteed Obligations in such order and manner as it may
determine it its sole discretion. Notwithstanding anything to the contrary
herein, it shall be an Event of Default if the Guarantor shall fail to maintain
for each fiscal quarter a Net Worth of at least $100,000,000. Provided that no
Event of Default has occurred and is continuing hereunder or under any of the
Leases, if the Net Worth
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Deposit, exclusive of interest, held by Landlord exceeds the required Net Worth
Deposit (as evidenced by the Officer's Certificate delivered in accordance with
the following paragraph), then within five (5) Business Days following such
determination Landlord shall return such excess portion to Guarantor. Upon the
full and final performance and satisfaction of all of the Guaranteed
Obligations, the Net Worth Deposit, if any, shall be returned to Guarantor.
"Net Worth" shall mean an amount equal, as determined in accordance with GAAP,
to (y) the total consolidated book value of the assets of Guarantor minus (z)
the total consolidated liabilities of Guarantor. As soon as available, and in
any event within ninety (90) days after the end of each fiscal quarter (based on
the fiscal year of Guarantor), Guarantor shall deliver to Landlord, in hard copy
and electronic format, an Officer's Certificate certifying (i) that the Net
Worth covenant contained in this paragraph 16 has been satisfied; (ii) the
calculations on which such determination was made; and (ii) supporting
documentation demonstrating the accuracy of the calculations on which such
determination was made.
17. Guarantor and its Affiliates (excluding, however, Fortress
Investments Group, LLC and Capital Z Financial Services Fund, LLC, and
Affiliates of either of them (other than Guarantor and its direct or indirect
subsidiaries)) shall be subject to the restrictive covenants and conditions
contained in Exhibit D attached to the Lease, subject to the limitations
contained in Exhibit D attached to the Lease. Upon the occurrence of any Change
of Control, whether or not consented to by Landlord, Guarantor shall, if
reasonably required by Landlord, cause the person or entity as determined by
Landlord to execute a Guaranty of Lease for the benefit of Landlord in the form
of this Guaranty.
18. Reserved.
19. All notices, demands, requests, consents, approvals and other
communications hereunder shall be in writing and delivered by mail (registered
or certified mail, return receipt requested), in which case such notice shall be
deemed received three (3) Business Days after its deposit, by confirmed
facsimile, in which case such notice shall be deemed received the same day, or
by reputable nationally recognized overnight courier service, in which case such
notice shall be deemed received the next Business Day, addressed to the
respective parties, as follows:
To Guarantor:
Brookdale Living Communities, Inc.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000
With a copy to:
- 11 -
Brookdale Living Communities, Inc.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
To Landlord:
Ventas Realty Limited Partnership
c/o Ventas, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Asset Manager
Facsimile: (000) 000-0000
With a copy to:
Ventas, Inc.
00000 Xxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
or to such other address as the parties hereto may hereunder designate in
writing.
20. The obligations of Guarantor under this Guaranty shall
automatically terminate after Landlord has received, and not been required to
disgorge any part of, payment of all Monetary Obligations and all other sums due
and owing under this Guaranty. If payment is made by any Tenant, whether
voluntarily or otherwise, or Guarantor, or by any third party, on the Guaranteed
Obligations and thereafter Landlord is forced to remit, rescind or restore the
amount of that payment under any federal or state bankruptcy law or law for the
relief of debtors or for any other reason, (a) this Guaranty shall be
automatically reinstated to the extent of such amounts; (b) the amount of such
payment shall be considered to have been unpaid at all times for the purposes of
enforcement of this Guaranty; and (c) the obligations of each Tenant guaranteed
herein shall be automatically reinstated to the extent of such payment.
21. If Landlord proposes to grant a mortgage on or refinance any
mortgage of any Property, Guarantor shall cooperate in the process, and shall
permit Landlord and the proposed mortgagee, at Landlord's expense, to meet with
officers of Guarantor at Guarantor's offices and to discuss the Guarantor's
business and finances. On request of Landlord, Guarantor agrees to provide any
such prospective mortgagee the information to which Landlord is entitled
- 12 -
hereunder, provided that if any such information is not publicly available, such
nonpublic information shall be made available only on a confidential basis.
Guarantor agrees to execute, acknowledge and deliver documents reasonably
requested by the prospective mortgagee (such as a consent to the financing
(without encumbering Guarantor's or any Tenant's assets), a consent to
assignment of lease and of this Guaranty, estoppel certificate, and a
subordination, non-disturbance and attornment agreement), customary for tenants
and their guarantors to sign in connection with mortgage loans to landlords, so
long as such documents are in form then customary among institutional lenders
(provided the same do not materially and adversely change any Tenant's rights or
obligations under the applicable Lease or materially and adversely change
Guarantor's rights and obligations under this Guaranty).
22. This Guaranty shall be governed by and construed in accordance
with the laws of the State of Illinois, other than its doctrine regarding
conflicts of laws. Guarantor irrevocably submits to the personal jurisdiction of
any federal or state court sitting in the State of Illinois with respect to any
matter arising under this Guaranty. Guarantor consents to jurisdiction of the
courts of the State of Illinois and of the Federal courts sitting in the State
of Illinois, and consents to venue in the State of Illinois, and Guarantor
waives any right to stay, remove, or otherwise directly or indirectly interfere
with such action based on such jurisdiction.
23. This Guaranty may not be modified or amended except by a written
agreement duly executed by Guarantor and Landlord and Landlord's mortgagee of
the Property from time to time, if any. This Guaranty shall be binding upon the
Guarantors and shall inure to the benefit of Landlord and its successors and
assigns as permitted hereunder, including, without limitation, any mortgagee of
Landlord's interest in any Property. In the event any one or more of the
provisions contained in this Guaranty shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Guaranty, but this
Guaranty shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. As used herein the term "Tenant" and
the term "Tenants" includes its successors and assigns with respect to the
Lease.
24. To the extent Landlord may assign its interest in the Leases
pursuant to the terms thereof, the rights of Landlord under this Guaranty may be
assigned in whole or in part by Landlord, its successors and assigns, whether
directly or by way of a grant of a security interest herein, without the consent
of Guarantor.
25. Within ten (10) days after request by Landlord, Guarantor shall
deliver a certificate confirming that this Guaranty is in full force and effect
and unamended (or, if amended, specifying such amendment), and whether, to the
actual knowledge of Guarantor, any default exists under the Lease or under this
Guaranty.
26. Guarantor hereby acknowledges and agrees that Landlord or its
Affiliates may, from time to time, without consent of, or notice to, Guarantor,
upon executing additional leases with Affiliates of Guarantor for the properties
identified on Exhibit C attached hereto and made a part hereof (or modifying
then-existing leases with Affiliates of Guarantor to include the properties
identified on Exhibit C attached hereto and made a part hereof) add, remove or
amend
- 13 -
the additional properties, landlords, tenants and/or lease documents contained
on Schedule B attached hereto, and this Guaranty shall automatically and with no
further action be amended to include the properties, landlords, tenants or lease
documents as so added, removed or amended. Guarantor agrees, upon receipt of
request from Landlord, to execute such further amendments, confirmations or
other documents reasonably required by Landlord to evidence the provisions of
this paragraph 26.
27. Upon Landlord's request, for a period of two (2) years after the
execution of any Lease, Guarantor shall make the financial statements of the
related Tenant with respect to the related Property, and the financial
statements of Guarantor, including in either event a balance sheet, operating
statement, statement of cash flows and any interim adjustment ledger maintained
by Tenant or Guarantor, as applicable, if any, together with related statements
of income and members', partners' or owner's capital, and any underlying
financial data associated with the related Property, Tenant or Guarantor,
available to Landlord for inspection, copying and audit by Landlord's designated
accountants, and at Landlord's expense. Guarantor shall provide Landlord, but
without third-party expense to Guarantor, with copies of, or access to, such
factual information as may be reasonably requested by Landlord, and in the
possession or control of Guarantor, such Tenant or Property Manager, to enable
Ventas, Inc. to file a Form 8-K securities filing, if, as and when such filing
may be required by the Securities and Exchange Commission. Without limitation of
the foregoing, Landlord or its designated independent or other accountants may
audit such information, and Guarantor shall supply such documentation in its
possession or control as Landlord or its accountants may reasonably request in
order to complete such audit, and Guarantor shall execute an audit letter in a
form reasonably requested by Landlord's auditor.
28. Xxxx X. Xxxxxxx, Xxxx X. Xxxxx and R. Xxxxxxx Xxxxx are, and
shall at all times while this Guaranty is in effect remain, the Chairman and
Chief Executive Officer, the President and Chief Operating Officer and the
Executive Vice President - Chief Financial Officer and Treasure, respectively,
of Guarantor, unless Guarantor provides prompt written notice to Landlord of the
replacement of any such person and, upon request of Landlord, arranges a meeting
with such officers of Guarantor as Landlord shall request. No failure of
Guarantor under this paragraph 28 shall constitute a default or Event of Default
under this Guaranty.
[SIGNATURE PAGE FOLLOWS]
- 14 -
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed and
its corporate seals to be hereunto affixed and attested by its officers
thereunto duly authorized.
BROOKDALE LIVING COMMUNITIES, INC., a
Delaware corporation
By: /s/ R. Xxxxxxx Xxxxx
----------------------------------------
Name: R. Xxxxxxx Xxxxx
Title: Executive Vice-President, Chief
Financial Officer and Treasurer
A-1-1
EXHIBIT A
LEGAL DESCRIPTION (ADRIAN)
The land and improvements situated in the Township of Xxxxxx, County of Lenawee,
State of Michigan, described as follows:
All that part of the West 1/2 of the Southeast 1/4 of Section 32, Town 6 South,
Range 3 East, as disclosed in Liber 1518, Pages 909-912 inclusive, described as
beginning at a point on the West line of the Southeast 1/4 of Section 32,
aforesaid, 802.19 feet North 00 degrees 15 minutes 42 seconds East from the
South 1/4 corner of said Section 32; thence North 00 degrees 15 minutes 42
seconds East 1136.61 feet continuing along the West line of the Southeast 1/4 of
Section 32; thence South 89 degrees 40 minutes 01 seconds East 193.90 feet
(recorded as South 89 degrees 47 minutes 22 seconds East 194.00 feet); thence
South 88 degrees 21 minutes 03 seconds East 727.72 feet; thence South 00 degrees
10 minutes 48 seconds West 483.13 feet; thence North 89 degrees 49 minutes 12
seconds West 60.00 feet; thence South 00 degrees 10 minutes 48 seconds West
636.04 feet; thence North 89 degrees 42 minutes 16 seconds West 863.00 feet to
the point of beginning.
Subject to and the right to use for ingress and egress purposes and not the
exclusive use thereof an easement recorded in Liber 1518, Page 909 described as
a 60-foot wide parcel being part of the West 1/2, Southeast 1/4, Section 32,
Town 6 South, Range 3 East, further described as beginning 802.19 feet North 00
degrees 15 minutes 42 seconds East along the West line of the Southeast 1/4 of
said Section 32 and 863.00 feet South 89 degrees 42 minutes 16 seconds East and
636.04 feet North 00 degrees 10 minutes 48 seconds East from the South 1/4
corner of said Section 32; thence North 00 degrees 10 minutes 48 seconds East
484.67 feet; thence South 88 degrees 21 minutes 03 seconds East 60.02 feet;
thence South 00 degrees 10 minutes 48 seconds West 483.13 feet; thence North 89
degrees 49 minutes 12 seconds West 60.00 feet to the point of beginning.
Together with and the right to use for purposes of storm drainage an easement
recorded in Liber 1518, Page 909 described as a 15-foot wide parcel being part
of the West 1/2, Southeast 1/4, Section 32, Town 6 South, Range 3 East, further
described by its center line as beginning 802.19 feet North 00 degrees 15
minutes 42 seconds East and 620.32 feet South 89 degrees 42 minutes 16 seconds
East from the South 1/4 corner of said Section 32; thence South 03 degrees 15
minutes 54 seconds East 194.91 feet to the point of ending.
0000 XX-000
Xxxxxx, Xxxxxxxx 00000
A-1-2
LEGAL DESCRIPTION (ALBUQUERQUE)
Being that certain parcel of land situated within Xxxxxxx 00, Xxxxxxxx 00 Xxxxx,
Xxxxx 0 Xxxx, Xxx Xxxxxx Principal Meridian, Albuquerque, Bernalillo County, New
Mexico, being identified as Tract 5-A-1-A, Tijeras Place Improvement Company,
Inc., as said Tract 5-A-1-A is shown and designated on "PLAT OF TRACT 5-A-1-A,
TIJERAS PLACE IMPROVEMENT COMPANY, INC., ALBUQUERQUE, BERNALILLO COUNTY, NEW
MEXICO", filed in the office of the County Clerk, Bernalillo County, New Mexico,
on August 12, 1997, in Volume 97C, folio 245, and being more particularly
described as follows:
BEGINNING at the northwest corner of the parcel of land herein described being a
point on the easterly right-of-way line of Valencia Drive SE, whence the ACS
Control Station "5-K18A" bears N.12 degrees 49'09"W., 709.95 feet distance;
thence, S.89 degrees 52'13"E., 520.74 feet distance to the northeast corner of
the parcel of land herein described;
thence, S.00 degrees 11'13"W., 438.03 feet distance to the southeast corner of
the parcel of land herein described;
thence, N.89 degrees 50'16"W., 520.30 feet distance to the southwest corner of
the parcel of land herein described being a point on the easterly right-of-way
line of Valencia Drive SE;
thence, N.00 degrees 07'47"E., 437.73 feet distance to the northwest corner and
point of beginning of the parcel of land herein described.
A-2-1
LEGAL DESCRIPTION (DAYTON)
PARCEL I (N64-04408-0001)
Situate in the City of Kettering, COUNTY OF XXXXXXXXXX, State of Ohio and being
Lot Numbered ONE (1) Xxxxxx Xxxx, Section Two as recorded in Plat Book 131, Page
26 of Xxxxxxxxxx County Records.
TOGETHER WITH a permanent, non-exclusive easement for storm sewer as set forth
in the Deed from Cardinal Retirement Village of Dayton, Limited Partnership to
Ohio Financial Service Corporation, Trustee filed May 15, 1989 and recorded as
Deed No. 89-256 D01, as follows:
Situated in the State of Ohio, County of Xxxxxxxxxx, City of Kettering, Section
17, T-2, R-6 MRS and being a strip of land all out of the tracts of land
described in deeds to Xxxxxx Development Company of record in Microfiche Nos.
79-060 B10 and 85-0665 A06 in the deed records of Xxxxxxxxxx County, Ohio, said
strip being more particularly described as follows: Beginning, for reference, at
the southwest corner of "STONEBRIDGE" as recorded in Plat Book 13, Page 89 in
the Xxxxxx County Recorder's Office, being on the North and South
Xxxxxx/Xxxxxxxxxx County Line; thence South 89 deg. 12'20" West 165.55 feet to
the point of beginning; thence South 89 deg. 12' 20" West 42.00 feet to a point
on the easterly right of way of Stroop Road (60.00 feet from centerline); thence
North 32 deg. 25' 05" East 95.01 feet along said right of way to a point of
curvature; thence northeasterly along said right of way line, being the arc of a
curve to the left having a radius of 1660.00 feet, a central angle of 9 deg.
09'23", the chord of which bears North 27 deg. 52'32" East, 265.00 feet to a
point; thence leaving said right of way, South 22 deg. 56'22" West 340.83 feet
to the point of beginning.
PARCEL II (B03-0001-0007-0-0564-00)
Situate in the Township of Beavercreek, COUNTY OF XXXXXX and State of Ohio and
being Lot Numbered Twelve (12) of Xxxxxx Lakes-Section One as recorded in Plat
Book 22, Pages 67 to 69 of the plat records of Xxxxxx County, Ohio.
TOGETHER WITH a permanent, non-exclusive easement for storm sewer set forth in
Deed recorded in Official Records Volume 370, Page 643 as follows:
Situated in the State of Ohio, County of Xxxxxx, Township of Beavercreek,
Section 11, T-2, R-6 MRS and being a strip of land all out of the land conveyed
to Xxxxxx Development Company in Deed Volume 271, Page 602, Xxxxxx County
Recorder's Office, said strip being more particularly described as follows:
Being a strip of land 20.00 feet in width, the same being 10.00 feet on each
side of the following described centerline: Beginning for reference at a point
on the southerly line of "STONEBRIDGE" (P.B. 13, Pg. 89) and being the
northeasterly corner of the
A-3-1
18.228 acre tract conveyed to Xxxxxx Development Co. in said deed; thence
leaving said southerly line, South 48 deg. 51' 19" West 142.00 feet to the point
of beginning; (being on a southeasterly line of Proposed Lot 12 of Xxxxxx
Lakes-Section One, a proposed subdivision); thence South 01 deg. 30' 00" East,
30.00 feet to the point of ending.
A-3-2
LEGAL DESCRIPTION (FORT XXXXX)
A parcel of land in Section 00, Xxxxxxxx 00 Xxxxx, Xxxxx 24 East, Xxx County,
Florida, being a portion of that certain parcel of land described in Official
Records Book 1452, at page 1234 of the public records of Xxx County, Florida,
more particularly described as follows:
Commence at the Southeast corner of Section 15, Township 45 South, Range 24
East; thence S. 89 degrees 56 minutes 54 seconds W., along the South line of
said Section 15 for 1325.95 feet to the Southeast corner of the Southwest
One-Quarter of the Southeast One-Quarter of said Section 15; thence N. 00
degrees 07 minutes 34 seconds W., for 50.00 feet to the Southeast corner of that
certain parcel of land described in Official Records Book 1452, at page 1234 of
the public records of Xxx County, Florida; thence S. 89 degrees 56 minutes 54
seconds W., along the South line of said parcel, being the North right of way
line of IDD Canal H-7, for 657.75 feet to the Point of Beginning of the herein
described parcel of land; thence continue S. 89 degrees 56 minutes 54 seconds
W., along said line for 618.06 feet to the intersection with the East right of
way line of that certain IDD Canal as described in Official Records Book 393, at
pages 4 and 5 of the public records of Xxx County, Florida; thence Northerly
along said Easterly right of way line for the following described five (5)
courses: (1) N. 00 degrees 01 minutes 34 seconds E. for 570.42 feet to the point
of curvature of a circular curve concave to the Southwest; (2) thence Northerly
and Northwesterly along the arc of said curve having for its elements a radius
of 415.00 feet and a central angle of 30 degrees 30 minutes 00 seconds for
220.92 feet to the point of tangency; (3) thence N. 30 degrees 28 minutes 26
seconds W. for 60.44 feet to the point of curvature of a circular curve concave
to the Northeast; (4) thence Northwesterly along the arc of said curve having
for its elements a radius of 575.00 feet and a central angle of 27 degrees 00
minutes 00 seconds for 270.96 feet to the point of tangency; (5) thence N. 03
degrees 28 minutes 26 seconds W. for 76.24 feet to an intersection with the
South right of way line of College Parkway as described in Official Records Book
381 at page 812 of the public records of Xxx County, Florida, being a point on
the arc of a circular curve concave to the Northwest, said point bearing S. 02
degrees 12 minutes 38 seconds E., from the radius point of said curve; thence
Easterly along said South right of way line for the following described four (4)
courses: (1) Easterly along the arc of said curve having for its elements a
radius of 2032.20 feet and a central angle of 05 degrees 16 minutes 32 seconds
for 187.12 feet to the point of tangency; (2) thence N. 82 degrees 30 minutes 50
seconds E. for 182.96 feet to the point of curvature of a circular curve concave
to the Southeast; (3) thence Easterly along the arc of said curve having for its
elements a radius of 1932.20 feet and a central angle of 07 degrees 31 minutes
00 seconds for 253.49 feet to the point of tangency; (4) thence S. 89 degrees 58
minutes 10 seconds E. for 165.53 feet; thence S. 00 degrees 07 minutes 34
seconds E. for 1221.50 feet to the Point of Beginning. Said parcel situate,
lying and being in Xxx County, Florida.
Together with the following described easement for ingress/egress:
A parcel of land in the South half of Section 15, Township 45 South, Range 24
East, Xxx County, Florida, more particularly described as follows:
A portion of that certain parcel of land described in Official Records Book
1452, page 1234, of the public records of Xxx County, Florida, bounded on the
North by the Southerly right of way line of College Parkway and bounded on the
South by a line lying 150.00 feet Southerly of and parallel with, as measured at
right angles to said Southerly right of way line bounded on the East by a line,
lying 716.50 feet Easterly of and parallel with as measured at right angles to
the West line of the Southeast Quarter of said Section 15 and bounded on the
West by a line lying 616.50 feet Easterly of and parallel with as measured at
right angles to said West line of the Southeast Quarter of Section 15.
ALSO
Together with the non-exclusive, perpetual easement for a 25-foot access roadway
contained in that certain Reciprocal Easement Agreement recorded in Official
Records Book 1935, page 3115, of the public records of Xxx County, Florida.
ALSO
Together with that certain 20 foot wide Exclusive and Perpetual Wastewater Force
Main Easement Grant recorded in Official Records Book 1882, page 2440, of the
public records of Xxx County, Florida.
SCHEDULE B
PROPERTY LANDLORD TENANT LEASE DOCUMENT
------------------------ ---------------------- -------------------- -------------------------
Grand Court Adrian, Ventas Realty, Limited BLC Xxxxxx-XX, LLC Master Lease Agreement
Adrian, Michigan Partnership by Ventas Realty, Limited
Partnership and BLC
Xxxxxx-XX, LLC; BLC
Albuquerque-GC, LLC;
BLC Dayton-GC, LLC;
and BLC Fort Xxxxx-GC,
LLC
Grand Court Albuquerque, Ventas Realty, Limited BLC Albuquerque-GC, Master Lease Agreement
Albuquerque, New Mexico Partnership LLC by Ventas Realty, Limited
Partnership and BLC
Xxxxxx-XX, LLC; BLC
Albuquerque-GC, LLC;
BLC Dayton-GC, LLC;
and BLC Fort Xxxxx-GC,
LLC
Grand Court Dayton, Ventas Realty, Limited BLC Dayton-GC, LLC Master Lease Agreement
Dayton, Ohio Partnership by Ventas Realty, Limited
Partnership and BLC
Xxxxxx-XX, LLC; BLC
Albuquerque-GC, LLC;
BLC Dayton-GC, LLC;
and BLC Fort Xxxxx-GC,
LLC
Grand Court Fort Xxxxx, Ventas Realty, Limited BLC Fort Xxxxx-GC, Master Lease Agreement
Fort Xxxxx, Florida Partnership LLC by Ventas Realty, Limited
Partnership and BLC
Xxxxxx-XX, LLC; BLC
Albuquerque-GC, LLC;
BLC Dayton-GC, LLC;
and BLC Fort Xxxxx-GC,
LLC
EXHIBIT C
1. Grand Court Belleville, Belleville, Illinois
2. Grand Court Bristol, Bristol, Virginia
3. Xxxxx Xxxxx Xxxxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxx
4. Grand Court Kansas City I, Kansas City, Missouri
5. Grand Court Las Vegas, Las Vegas, Nevada
6. Grand Court Lubbock, Lubbock, Texas
7. Grand Court Overland Park, Overland Park, Kansas
8. Grand Court Findlay, Findlay, Ohio
9. Grand Court Springfield, Springfield, Ohio
10. Grand Court Tavares, Tavares, Florida
