Exhibit 99.2
LOAN COMMITMENT
October 21, 2005
SBEV Property Holdings LLC
c/o Leonard Grunstein
405 Lexington Avenue
New York, NY 10174
RE: First mortgage loan (the “Loan”) on approximately 264 skilled nursing facilities located in various States specified on Exhibit A attached hereto (the “Portfolio” or the “Property”)
Gentlemen:
By execution hereof, Column Financial, Inc. (“Lender”) hereby commits to make a loan (the “Loan”) pursuant and subject to the following business terms, and to the general terms and conditions and exhibits attached hereto.
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BORROWER: | | To be formed special purpose bankruptcy remote entities wholly owned or controlled by individual(s), or affiliates of Entities controlled by individuals acceptable to Lender in its sole discretion. The Borrower must provide any and all information and materials that Lender may require, and such information and materials, and the review thereof, must be acceptable and to the satisfaction of Lender in its sole discretion. |
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SPONSOR(S)/
GUARANTOR(S): | | Sponsor(s) and Guarantor(s) must be acceptable to Lender in it’s sole discretion and must provide any and all information and materials that the Lender may require. The information and materials and the review thereof must be acceptable and to the satisfaction of the Lender in it’s sole discretion. |
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OPERATING
COMPANY: | | The Operating Company shall be owned at closing entirely by an individual and/or existing Beverly Enterprises, Inc. senior management both to be approved by Lender in its sole discretion, and subsequent to closing any material change in such ownership must be acceptable to Lender in its reasonable discretion. The Operating Company will (i) at closing have minimum equity capital of $130 million and shall not thereafter make any distributions to its shareholders that would decrease its equity capital below such amount, (ii) at closing have a maximum amount of debt leverage of $550 million, (iii) after closing, maintain a total liabilities to total assets ratio not to exceed 80% (it being agreed that at Closing loans of up to $550 million (assuming the minimum equity capital above) would not violate this requirement), and (iv) after closing, maintain a working capital line in an amount to be approved prior to closing by Lender in its reasonable discretion. |
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LOAN AMOUNT: | | $1,325,000,000 collateralized by the Portfolio; |
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MINIMUM EQUITY OF
BORROWER: | | An amount of cash to be invested in the parent of Borrower to be approved by Lender in its sole discretion; provided, however, that Lender shall not require such amount to exceed $330,000,000 (less a credit for the $130,000,000 to be invested in the Operating Company, as described above) based on a loan which does not exceed $1,325,000,000. |
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LOAN TO VALUE: | | Not to exceed 83.08% loan to final appraised value. |
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DEBT SERVICE
COVERAGE: | | A minimum of 1.40x DSCR will be required based on Lender’s underwritten net cash flow and a debt service constant of 10.58%. Leases must have at least 1.10X DSCR and 4.0% annual escalations. |
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TERM/AMORTIZATION: | | 24 month term, interest only |
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| | | 3 one-year extension options and 25 year amortization for each extension option. |
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APPLICABLE INTEREST
RATE: | | The applicable interest rate shall be equal to the sum of 375 basis points over 30-day LIBOR, LIBOR is set two days prior to funding. |
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CLOSING DATE: | | Lender shall cooperate and use good faith efforts to close the Loan by December 30, 2005 but not later than June 30, 2006; provided, however, that the foregoing clause is expressly subject to and conditioned upon satisfaction of all terms and conditions set forth in this Commitment and if the Loan has not closed by June 30, 2006, this Commitment shall expire. |
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NON-RECOURSE: | | The Commitment and Loan Documents will provide for recourse only to the Property. An indemnity from BORROWER/GUARANTOR(S) will be required for customary items, including, without limitation, fraud, environmental matters, bankruptcy, material misrepresentations and misappropriation of funds relating to the Property. |
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PAYMENTS: | | Interest payable on a monthly basis for the initial term of the Loan. |
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PROPERTY
PORTFOLIO: | | Approximately 264 fee owned skilled nursing facilities located in various States substantially as specified on Exhibit A attached hereto. |
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PREPAYMENT: | | Should the borrower refinance with FHA/HUD loan, the loan will not be locked out. |
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| | | Release Provision to be negotiated subject to Lender and rating agency approval. |
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| | | For Non-HUD financing, the Loan is locked out for the first year of the initial term, 1.0% prepayment fee for the next six months, .5% prepayment fee for the next 3 months and freely prepayable on a payment date during the last three (3) months and thereafter on a payment date during each renewal term. |
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LIBOR CAP | | Borrower is required to purchase a LIBOR Cap, prior to funding, at a strike price of 5.00%, through the maturity of the Loan. |
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| COLLATERAL: | | The Loan will be secured by a first mortgage lien on the Properties and a first priority security interest in the reserve accounts, together with an assignment of rents received by the Borrower. Lender will also be entitled to receive a security interest in any other items, tangible or intangible, of the Borrower, as is customary for such first mortgage lien financings or as Lender may reasonably require. |
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| | | The Properties shall not be encumbered by any mortgage, lien, claim or encumbrance other than (a) the mortgage and other liens granted by the Borrower to Lender to secure the Loan and (b) such other encumbrances as are reasonably acceptable to Lender. |
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| TAX & INSURANCE RESERVES: | | Reserves shall be maintained by a monthly deposit by Borrower of 1/12 of the annual property taxes and property insurance premium as estimated by Lender. At closing, the reserve will be funded in an amount which, when the required monthly payments are added thereto, will be sufficient to pay such charges when due. Any interest earned on such accounts shall be for the Lender’s benefit. |
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| REPAIR RESERVE: | | 125% of the estimated cost of any immediately needed maintenance and repairs as reasonably determined by the Engineering Report. These funds will be released to Borrower for such maintenance and repair expenses, in accordance with the terms of the Loan Documents. |
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REPLACEMENT
RESERVE: | | A replacement reserve of $300.00 per bed for SNFs, subject to Lender’s final confirmation, will be funded monthly. The monies will be released to Borrower in accordance with the terms of the Loan Documents. This reserve may be adjusted after evaluation of the Engineering Report. Any interest earned on such amounts shall be accumulated for the benefit of the Borrower to be used in accordance with the purpose of such reserve. |
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| ASSUMPTION: | | If the Loan is not in default, Borrower can apply for assumption by a purchaser of the Property or purchase of the shares of the Borrower subject to more detailed requirements in the Loan Documents, payment of an assumption fee equal to 1.00% of the Loan balance at time of assumption and payment of Lender’s out-of-pocket costs. |
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| CASH MANAGEMENT: | | Hard lock box, subject to Lender’s Intercreditor and Four Party Agreement. |
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| LOAN DOCUMENTS: | | The Loan Documents shall include the following (and such other documents determined by the Lender): |
| | | | | | 1. | | | Promissory Note |
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| | | | | | 2. | | | Mortgage |
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| | | | | | 3. | | | General Security Agreement charging all personal property of the Borrower located at, or used in connection with, the Property, and all proceeds |
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| | | | | | 4. | | | General Assignment of Rents and leases of the Property |
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| | | | | | 5. | | | Indemnity for recourse carve-outs |
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| | | | | | 6. | | | Opinions, certificates and similar documents |
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| | | | | | 7. | | | Loan Agreement |
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| | | All Loan Documents shall be in form and substance and otherwise acceptable to Lender in its sole discretion. |
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THIRD PARTY COSTS: | | All third party costs incurred by Lender including credit reports, insurance consultant, seismic report, title insurance, agreed upon procedures reports, legal, site visits, third party due diligence, etc. will be paid by Borrower. |
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ORIGINATION FEE: | | 1.50% of the Loan Amount. |
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SECURITIZATION: | | Lender intends to securitize this Loan. Borrower and Guarantor(s) shall be required under the Loan Documents to consent to information disclosure requirements with respect to financial details on themselves and the Portfolio on an ongoing basis while the Loan is outstanding, cooperate to facilitate the securitization and provide an indemnification, all as set forth in this Commitment and the Loan Documents. |
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GENERAL TERMS AND CONDITIONS:
1. Borrower shall obtain the approval of Lender which shall not be unreasonably withheld for any changes in any Property Management Company, which may occur while the Loan remains outstanding.
2. At the time of the advance of any part of the Loan, no default under the Loan Documents shall have occurred. At the time of the advance of any part of the Loan, Borrower, Guarantor or any beneficial owner shall not be insolvent or the subject of any bankruptcy, arrangement with creditors, proposal, amalgamation, reorganization, liquidation, winding-up, dissolution, receivership or material litigation or continuation under the laws of any other jurisdiction.
3. Without limiting the detailed environmental provisions contained elsewhere herein:
(a) The Borrower, at its sole cost and expense, shall comply, or cause its tenants, agents, and invitees, at their sole cost and expense, to comply with all federal, state and municipal laws, and without limitation all laws and regulations of an environmental nature, and including, without limitation, with respect to the discharge and removal of hazardous or toxic wastes, and with respect to the discharge of contaminants into the natural environment, pay immediately when due the cost of removal of any such wastes and the cost of any improvements necessary to deal with such contaminants and keep the Property free and clear of any lien imposed pursuant to such laws, and applicable laws of an environmental nature. If the Borrower fails to do so, after notice to the Borrower and the expiration of the earlier of (i) any reasonable applicable cure period specified under the Loan Documents or (ii) the cure period under the applicable law, rule, regulation or order, then Lender, at its sole option, may declare the Loan to be in default. Borrower shall promptly notify Lender of any violation of any environmental laws relating to the Property or operations or any investigation or inquiry by any governmental authority or other third party in connection with any environmental laws relating to the Property or operations, or of the identification of any conditions at or off the Property requiring significant expenditures for corrective or remedial measures to address environmental matters at the Property.
(b) The Borrower and Guarantor shall indemnify and hold Lender harmless from and against all loss, costs, damage or expenses (including, without limitation, legal fees and costs incurred in the investigation, defense and settlement of any claim) relating to the presence of any hazardous waste or contaminant referred to herein.
4. The Borrower shall acknowledge that the Loan and the Loan Documents (or securities backed by or representing interests in the Loan and the Loan Documents) may be sold or securitized through private placements or public markets without further notice to or the consent of Borrower or Guarantor(s). Borrower and Guarantor(s) further acknowledge and agree that as part of such sale or securitization the information and materials (including financial statements, information on each Property, the status of the Loan and the Loan Documents, and any defaults hereunder) provided in connection with this transaction may be released or disclosed to the public or any private entity or group in an offering memorandum, prospectus or other disclosure document; to any applicable rating agency; to any subsequent or proposed purchaser and their third party advisors and/or agents; to governmental authorities having jurisdiction over such sales or securitizations; to Servicer and its successors; and to other servicing entities who service the Loan and Loan Documents may become part.
5. Borrower shall pay any and all commissions, finder’s fees, brokerage fees or other compensation, which may be due or become due to any finder or broker, other than Lender, in
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connection with the Loan. Borrower shall indemnify and save harmless the Lender, Servicer, and their respective agents, representatives, employees, officers and directors, from any and all claims for any such amounts, and such indemnity shall survive the expiry, termination or closing of the Loan transaction.
6. This Commitment shall bind the successors and assigns of the Borrower, and the benefit hereof is not transferable by the Borrower and may not be assigned by the Borrower. Lender shall have the right to assign and transfer all or any part of this Commitment, the Loan and the other Security.
7. This Commitment is based on the accuracy of all material representations made by Borrower. In the event of material misrepresentation as to any Property, the financial position of the Borrower or the Guarantor(s), or the purposes of the Loan, Lender may, at its sole option, consider this Commitment to be null and void and the Loan cancelled. If, in the opinion of Lender, there has been a material adverse change, prior to closing, in the condition (physical, financial, operational, or otherwise) of any Property, unless appropriate reserves are maintained with respect to such property in Lender’s sole discretion or to the business, assets, operations, or financial position of the Borrower or the Guarantor(s), Lender may, at its sole discretion, reduce or cancel this Commitment and the Loan. Borrower acknowledges that Lender’s obligations under this Commitment shall be subject to, among other things, no material adverse change, in the sole determination of Lender, to general economic conditions, including, without limitation, conditions in the real estate and capital markets.
8. This Commitment is open for acceptance until 5:00 p.m. Eastern Standard Time on October 25, 2005. This Commitment shall not be modified or amended except by an instrument in writing duty executed by the Lender.
9. This Commitment may be executed in several counterparts, each of which shall be deemed to be an original and all counterparts, taken together, shall constitute one and the same instrument and it shall not be necessary in making proof of this Commitment to produce or account for more than one such counterpart signed manually or by facsimile copy thereof.
10. Additional conditions and requirements for the Loan and to this Commitment and to any closing are attached hereto as Exhibit “B” and are incorporated herein by reference.
11. This Commitment shall not be effective unless and until fully executed by each party hereto.
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If the foregoing is acceptable, please indicate this by signing below and returning a copy of this Commitment to us.
Yours very truly,
COLUMN FINANCIAL, INC.
/s/ Anand Gajjar
Anand Gajjar
Vice President
We accept the above terms as a Commitment with Lender.
Date: October 21, 2005
BORROWER:
SBEV Property Holdings LLC
By: /s/ Leonard Grunstein
Leonard Grunstein
Manager
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Exhibit A-The Portfolio
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| | | Property Name | | Facility # | | City | | State |
| 1 | | COLONIAL PINES HEALTHCARE CTR. | | | 0359 | | | Oxford | | Alabama |
| 2 | | FOLEY NURSING HOME | | | 0732 | | | Foley | | Alabama |
| 3 | | RIVERCHASE HEALTH & REHABILITATION CTR. | | | 0742 | | | Birmingham | | Alabama |
| 4 | | PINEVIEW HEALTH CARE CENTER | | | 0748 | | | Winfield | | Alabama |
| 5 | | ONEONTA HEALTH CARE & REHAB. CENTER | | | 3620 | | | Oneonta | | Alabama |
| 6 | | BEVERLY HEALTHCARE-TRUSSVILLE | | | 4870 | | | Trussville | | Alabama |
| 7 | | MEADOWOOD NURSING HOME | | | 0739 | | | Bessemer | | Alabama |
| 8 | | THE NURSING HOME OF ARAB | | | 0649 | | | Arab | | Alabama |
| 9 | | THE NURSING HOME OF BOAZ | | | 0650 | | | Boaz | | Alabama |
| 10 | | LANETT GERIATRIC CENTER | | | 0737 | | | Lanett | | Alabama |
| 11 | | HUEYTOWN NURSING HOME | | | 3664 | | | Hueytown | | Alabama |
| 12 | | ROGERS NURSING CENTER | | | 1172 | | | Rogers | | Arkansas |
| 13 | | HILLTOP NURSING CENTER | | | 1159 | | | Harrison | | Arkansas |
| 14 | | BEVERLY HEALTHCARE-NORTH LITTLE ROCK | | | 4141 | | | North Little Rock | | Arkansas |
| 15 | | LEISURE LODGE NURSING HOME | | | 1105 | | | Crossett | | Arkansas |
| 16 | | LEISURE LODGE NURSING HOME | | | 1104 | | | Monticello | | Arkansas |
| 17 | | BEVERLY HEALTHCARE — EL DORADO | | | 4850 | | | El Dorado | | Arkansas |
| 18 | | CAMDEN LIVING & REHAB. CENTER | | | 1106 | | | Camden | | Arkansas |
| 19 | | BEVERLY HEALTH & REHABILITATION CENTER | | | 3665 | | | Hot Springs | | Arkansas |
| 20 | | BEVERLY HEALTH CARE | | | 3835 | | | Arkadelphia | | Arkansas |
| 21 | | BEVERLY HEALTH & REHABILITATION CENTER | | | 1149 | | | Heber Springs | | Arkansas |
| 22 | | LEISURE LODGE NURSING HOME | | | 1103 | | | McGehee | | Arkansas |
| 23 | | HARRISON NURSING CENTER | | | 1148 | | | Harrison | | Arkansas |
| 24 | | BEVERLY HEADQUARTERS | | | | | | Ft. Smith | | Arkansas |
| 25 | | BEVERLY HEALTH CARE CENTER | | | 0569 | | | Stockton | | California |
| 26 | | SHAFTER CONV. HOSP. | | | 0566 | | | Shafter | | California |
| 27 | | HILLCREST HEALTH CARE | | | 0536 | | | Fresno | | California |
| 28 | | BEVERLY HEALTH & REHABILITATION CENTER | | | 0730 | | | Decatur | | Georgia |
| 29 | | BEVERLY HEALTHCARE-KENNESTONE | | | 3715 | | | Marietta | | Georgia |
| 30 | | BEVERLY HEALTHCARE-NORTHSIDE | | | 0766 | | | Atlanta | | Georgia |
| 31 | | WINDERMERE NURSING HOME | | | 0328 | | | Augusta | | Georgia |
| 32 | | BRIARWOOD NURSING CTR. | | | 0715 | | | Tucker | | Georgia |
| 33 | | BEVERLY HEALTH & REHABILITATION | | | 0768 | | | Augusta | | Georgia |
| 34 | | CRESWELL CONVALESCENT CTR. | | | 0717 | | | Rome | | Georgia |
| 35 | | MEDICAL ARTS LAWRENCEVILLE | | | 0858 | | | Lawrenceville | | Georgia |
| 36 | | BEVERLY HEALTHCARE | | | 0769 | | | Decatur | | Georgia |
| 37 | | TIFTON NURSING HOME | | | 0724 | | | Tifton | | Georgia |
| 38 | | HOSPITALITY CARE CENTER | | | 3676 | | | Thomasville | | Georgia |
| 39 | | AUGUSTA VILLA I | | | 0137 | | | Augusta | | Georgia |
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| | | | | | | | | |
| Property Name | | Facility # | | City | | State |
| 40 GOLDEN RULE NURSING | | | 0097 | | | Richmond | | Indiana |
| 41 WOODLANDS CONVALESCENT CTR. | | | 3678 | | | Newburgh | | Indiana |
| 42 BRENTWOOD CONVALESCENT CENTER | | | 3679 | | | Evansville | | Indiana |
| 43 FONTANBLEU NURSING CENTER | | | 2046 | | | Bloomington | | Indiana |
| 44 LINCOLN HILLS NURSING | | | 2272 | | | Tell City | | Indiana |
| 45 SYCAMORE VILLAGE HEALTHCARE | | | 2281 | | | Kokomo | | Indiana |
| 46 WOODBRIDGE HEALTH & REHAB. CENTER | | | 2158 | | | Evansville | | Indiana |
| 47 EDWARDSVILLE | | | 2217 | | | Edwardsville | | Kansas |
| 48 EDWARDSVILLE | | | 2216 | | | Edwardsville | | Kansas |
| 49 COLONIAL MANOR | | | 0148 | | | Lansing | | Kansas |
| 50 WAKEFIELD REHABILITATION CENTER | | | 2218 | | | Wakefield | | Kansas |
| 51 WILSON NURSING HOME | | | 2212 | | | Wilson | | Kansas |
| 52 BEVERLY HEALTH & REHAB OF EL DORADO | | | 1211 | | | El Dorado | | Kansas |
| 53 BEVERLY HEALTH & REHAB. — SPRING HILL | | | 1210 | | | Spring Hill | | Kansas |
| 54 BEVERLY HEALTH & REHAB OF FREDONIA | | | 2209 | | | Freedonia | | Kansas |
| 55 MARION MANOR | | | 2648 | | | Marion | | Kansas |
| 56 DOWNS NURSING HOME | | | 0197 | | | Downs | | Kansas |
| 57 BEVERLY HEALTH & REHAB OF NEODESHA | | | 1213 | | | Neodesha | | Kansas |
| 58 HERITAGE VILLAGE | | | 2222 | | | Eskridge | | Kansas |
| 59 BEVERLY REHABILITATION CENTER | | | 2357 | | | Pittsburg | | Kansas |
| 60 PARKWAY CARE CENTER | | | 2215 | | | Edwardsville | | Kansas |
| 61 LINCOLN EAST NURSING | | | 2555 | | | Lincoln | | Kansas |
| 62 CHASE COUNTY HEALTH & REHAB. CENTER | | | 0194 | | | Cottonwood | | Kansas |
| 63 BEVERLY HEALTH & REHAB OF WELLINGTON | | | 1216 | | | Wellington | | Kansas |
| 64 BEVERLY HEALTH & REHAB OF LUCAS | | | 1215 | | | Lucas | | Kansas |
| 65 HILLCREEK MANOR & REHAB. CENTER | | | 0866 | | | Louisville | | Kentucky |
| 66 MT. HOLLY NURSING CENTER | | | 0986 | | | Louisville | | Kentucky |
| 67 GREEN HILL MANOR | | | 0071 | | | Greensburg | | Kentucky |
| 68 ST. MATTHEWS MANOR | | | 0985 | | | Louisville | | Kentucky |
| 69 VANCEBURG HEALTHCARE | | | 0072 | | | Vanceburg | | Kentucky |
| 70 CAMELOT NURSING CENTER | | | 0982 | | | Louisville | | Kentucky |
| BEVERLY HEALTH & REHABILITATION- | | | | | | | | |
| 71 FRANKFURT | | | 0984 | | | Frankfort | | Kentucky |
| 72 FREDERICK NURSING HOME | | | 2568 | | | Frederick | | Maryland |
| 73 PLEASANT MANOR | | | 2063 | | | Attleboro | | Massachusetts |
| 74 DEXTER HOUSE NURSING | | | 2249 | | | Malden | | Massachusetts |
| 75 WEST NEWTON HEALTH & REHAB CENTER | | | 0116 | | | West Newton | | Massachusetts |
| 76 OAKHILL NURSING HOME | | | 2061 | | | Middleboro | | Massachusetts |
| 77 BEVERLY MANOR OF PLYMOUTH | | | 2236 | | | Plymouth | | Massachusetts |
| 78 EAST VILLAGE NURSING | | | 0110 | | | Lexington | | Massachusetts |
| 79 WEDGEMERE NURSING | | | 2260 | | | Taunton | | Massachusetts |
| 80 GREYCLIFF NURSING | | | 3918 | | | Gloucester | | Massachusetts |
| 81 ELMHURST NURSING | | | 0992 | | | Melrose | | Massachusetts |
| 82 BIRCHWOOD MANOR NURSING HOME | | | 3968 | | | Fitchburg | | Massachusetts |
| 83 CHETWYNDE NURSING HOME | | | 2413 | | | Newton | | Massachusetts |
| 84 COHASSET KNOLLS | | | 2259 | | | Cohasset | | Massachusetts |
| 85 BEVERLY HEALTH & REHAB. CENTER | | | 3972 | | | Melrose | | Massachusetts |
| 86 THE HERMITAGE-A BEVERLY HEALTHCARE FAC. | | | 2070 | | | Worcester | | Massachusetts |
| 87 BEVERLY HEALTHCARE — EMERALD COURT | | | 3969 | | | Norwood | | Massachusetts |
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| Property Name | | Facility # | | City | | State |
| 88 RIDGE COURT NURSING | | | 2062 | | | Attleboro | | Massachusetts |
| 89 EASTWOOD AT DEADHAM | | | 3970 | | | Deadham | | Massachusetts |
| 90 HEATH WOOD NURSING | | | 0117 | | | Chestnut Hill | | Massachusetts |
| HILLCREST REHABILITATION & HEALTH CARE | | | | | | | | |
| 91 CTR. | | | 2332 | | | Wayzata | | Minnesota |
| 92 ST.LOUIS PARK PLAZA HEALTHCARE | | | 0887 | | | Minneapolis | | Minnesota |
| 93 LAKE RIDGE HEALTHCARE CTR. | | | 2325 | | | St. Paul | | Minnesota |
| 94 MOORHEAD HEALTHCARE CTR. | | | 0883 | | | Moorehead | | Minnesota |
| 95 OLI VIA HEALTHCARE CTR. | | | 0884 | | | Olivia | | Minnesota |
| BLOOMINGTON HEALTH CARE & | | | | | | | | |
| 96 REHABILITATION | | | 2176 | | | Minneapolis | | Minnesota |
| 97 LINDEN HEALTHCARE CENTER | | | 0879 | | | Stillwater | | Minnesota |
| 98 CHATEAU HEALTHCARE CENTER | | | 0871 | | | Minneapolis | | Minnesota |
| 99 GREELEY HEALTHCARE CENTER | | | 0876 | | | Stillwater | | Minnesota |
| 100 ROCHESTER HEALTH & REHAB. — WEST | | | 0886 | | | Rochester | | Minnesota |
| 101 TWIN RIVERS CARE CENTER | | | 0438 | | | Anoka | | Minnesota |
| 102 MEADOW LANE HEALTHCARE CTR. | | | 0882 | | | Benson | | Minnesota |
| 103 DELANO HEALTHCARE CENTER | | | 0874 | | | Delano | | Minnesota |
| 104 EXCELSIOR NURSING HOME | | | 0806 | | | Excelsior | | Minnesota |
| 105 HENNING HEALTH CARE CENTER | | | 0811 | | | Henning | | Minnesota |
| 106 LYNNHURST HEALTHCARE CTR. | | | 0880 | | | St. Paul | | Minnesota |
| 107 LYNWOOD HEALTHCARE CTR. | | | 0881 | | | Fridley | | Minnesota |
| 108 SLAYTON MANOR | | | 0442 | | | Slayton | | Minnesota |
| 109 WOODREST NURSING HOME | | | 0851 | | | Walker | | Minnesota |
| 110 GOLDEN CREST NURSING HOME | | | 0809 | | | Hibbing | | Minnesota |
| 111 OTTER TAIL NURSING | | | 2179 | | | Battle Lake | | Minnesota |
| 112 WHITEWATER MANOR HEALTHCARE | | | 0869 | | | St. Charles | | Minnesota |
| 113 LA CRESCENT HEALTHCARE CENTER | | | 0878 | | | La Crescent | | Minnesota |
| 114 HILLCREST HEALTHCARE | | | 0812 | | | Rush City | | Minnesota |
| 115 WABASSO HEALTHCARE CTR. | | | 0889 | | | Wabasso | | Minnesota |
| 116 FRANKLIN HEALTHCARE CENTER | | | 0875 | | | Franklin | | Minnesota |
| 117 BEVERLY HEALTHCARE-RIPLEY | | | 0099 | | | Ripley | | Mississippi |
| 118 SOUTHHAVEN HEALTHCARE CENTER | | | 0827 | | | Southaven | | Mississippi |
| 119 BEVERLY HEALTH & REHABILITATION CENTER | | | 0034 | | | Amory | | Mississippi |
| 120 BEVERLY HEALTHCARE-BATESVILLE | | | 0035 | | | Batesville | | Mississippi |
| 121 BEVERLY HEALTHCARE-EASON BOULEVARD | | | 0126 | | | Tupelo | | Mississippi |
| 122 EUPORA HEALTHCARE CTR. | | | 0821 | | | Eupora | | Mississippi |
| 123 BEVERLY HEALTHCARE-TYLERTOWN | | | 0829 | | | Tylertown | | Mississippi |
| 124 BEVERLY HEALTHCARE-BROOKHAVEN | | | 0815 | | | Brookhaven | | Mississippi |
| 125 PIN OAKS NURSING CENTER | | | 2386 | | | Mexico | | Missouri |
| 126 INDEPENDENCE HEALTHCARE CTR. | | | 0443 | | | Independence | | Missouri |
| 127 NEW MADRID NURSING CTR. | | | 2279 | | | New Madrid | | Missouri |
| 128 ST. JAMES NURSING CENTER | | | 2380 | | | St. James | | Missouri |
| 129 MCDONALD COUNTY NURSING CENTER | | | 2379 | | | Anderson | | Missouri |
| 130 GAMMA ROAD NURSING CENTER | | | 2371 | | | Wellsville | | Missouri |
| 131 BEVERLY HEALTH & REHABILITATION CENTER | | | 2378 | | | Jefferson City | | Missouri |
| 132 BEVERLY HEALTHCARE-MALDEN | | | 2388 | | | Maiden | | Missouri |
| 133 BEVERLY HEALTH & REHAB. OF SMITHVILLE | | | 2235 | | | Smithvillle | | Missouri |
| 134 NEW HAVEN NURSING HOME | | | 0447 | | | Odessa | | Missouri |
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| Property Name | | Facility # | | City | | State |
| 135 BEVERLY HEALTH & REHABILITATION CENTER | | | 2360 | | | Bloomfield | | Missouri |
| 136 COLONIAL MANOR OF ALBANY | | | 0152 | | | Albany | | Missouri |
| 137 BEVERLY HEALTH & REHABILITATION SERVICES | | | 2367 | | | Dexter | | Missouri |
| 138 BEVERLY HEALTHCARE | | | 2390 | | | Branson | | Missouri |
| 139 BEVERLY HEALTHCARE-COLUMBUS | | | 0451 | | | Columbus | | Nebraska |
| 140 LAKE VIEW NURSING HOME | | | 2187 | | | Grand Island | | Nebraska |
| 141 HALLMARK CARE CENTER | | | 0489 | | | Omaha | | Nebraska |
| 142 PLATTSMOUTH MANOR | | | 0510 | | | Plattsmouth | | Nebraska |
| 143 SCHUYLER SENIOR CITIZENS HOME | | | 0511 | | | Schuyler | | Nebraska |
| 144 ONIEL SENIOR CITIZENS HOME | | | 0492 | | | O’Neil | | Nebraska |
| 145 VALLEY VIEW LODGE | | | 0467 | | | Norfolk | | Nebraska |
| 146 SCOTTSBLUFF VILLAGE | | | 2193 | | | Scottsbluff | | Nebraska |
| 147 SANDHILLS MANOR | | | 2190 | | | Broken Bow | | Nebraska |
| CENTRAL NEBRASKA REHABILITATION CARE | | | | | | | | |
| 148 CTR. | | | 0458 | | | Fullerton | | Nebraska |
| 149 PARK PLACE NURSING HOME | | | 2183 | | | Grand Island | | Nebraska |
| 150 HARTINGTON NURSING CENTER | | | 0465 | | | Hartington | | Nebraska |
| 151 HERITAGE VILLAGE OF SIDNEY | | | 2194 | | | Sidney | | Nebraska |
| 152 SOUTHVIEW MANOR CARE CTR. | | | 0452 | | | Cozad | | Nebraska |
| 153 FRANKLIN NURSING CENTER | | | 0454 | | | Franklin | | Nebraska |
| 154 NEBRASKA CITY MANOR | | | 0466 | | | Nebraska City | | Nebraska |
| 155 OAK GROVE REHAB. & HEALTH CARE CENTER | | | 0490 | | | Omaha | | Nebraska |
| 156 HERITAGE VILLAGE OF TILDEN | | | 2195 | | | Tilden | | Nebraska |
| 157 SARGENT NURSING HOME | | | 2191 | | | Sargent | | Nebraska |
| 158 HERITAGE VILLAGE OF NELIGH | | | 2188 | | | Neligh | | Nebraska |
| 159 WAUSA HEALTH CARE CENTER | | | 0513 | | | Wausa | | Nebraska |
| 160 TEKAMAH SENIOR CITIZENS HOME | | | 0512 | | | Tekamah | | Nebraska |
| 161 OLD BRIDGE NURSING CENTER | | | 2849 | | | Old Bridge | | New Jersey |
| 162 GREENVILLE VILLA HEALTH & REHAB. CENTER | | | 0063 | | | Greenville | | North Carolina |
| 163 BEVERLY HEALTHCARE CTR. | | | 0237 | | | Tarboro | | North Carolina |
| 164 BEVERLY HEALTHCARE — SURRY COMMUNITY | | | 0190 | | | Mt. Airy | | North Carolina |
| 165 STARMOUNT HEALTH & REHABILITATION CTR. | | | 0055 | | | Greensboro | | North Carolina |
| 166 BEVERLY HEALTHCARE-LUMBERTON | | | 0238 | | | Lumberton | | North Carolina |
| 167 BEVERLY HEALTHCARE — RENAISSANCE | | | 0060 | | | Charlotte | | North Carolina |
| 168 BEVERLY HEALTHCARE — GREENSBORO | | | 0079 | | | Greensboro | | North Carolina |
| 169 BRENTWOOD HILLS CENTER | | | 0061 | | | Asheville | | North Carolina |
| 170 AMERICAN TRANSITIONAL CARE-CHARLOTTE | | | 4236 | | | Charlotte | | North Carolina |
| 171 NORTHCREST NURSING HOME | | | 0210 | | | Napoleon | | Ohio |
| 172 VALLEY NURSING REHAB. CENTER | | | 0208 | | | St. Mary’s | | Ohio |
| 173 BEVERLY HEALTHCARE-LIMA | | | 3974 | | | Lima | | Ohio |
| 174 WESTERN RESERVE REHAB. CENTER | | | 0981 | | | Kirtland | | Ohio |
| 175 BEVERLY HEALTHCARE-UNIONTOWN | | | 2104 | | | Uniontown | | Pennsylvania |
| 176 BEVERLY HEALTHCARE-MT. LEBANON MANOR | | | 0286 | | | Pittsburgh | | Pennsylvania |
| 177 CARPENTER CARE CENTER | | | 2315 | | | Tunkhannock | | Pennsylvania |
| 178 BEVERLY HEALTHCARE-PHOENIXVILLE | | | 0266 | | | Phoenixville | | Pennsylvania |
| 179 BEVERLY MANOR OF READING | | | 0269 | | | Reading | | Pennsylvania |
| 180 BEVERLY HEALTHCARE-MURRAYSVILLE | | | 0284 | | | Murraysville | | Pennsylvania |
| 181 WEST SHORE HEALTH & REHABILITATION CTR. | | | 0285 | | | Camp Hill | | Pennsylvania |
| 182 BEVERLY MANOR-SCRANTON | | | 0262 | | | Scranton | | Pennsylvania |
12
| | | | | | | | | |
| Property Name | | Facility# | | City | | State |
| 183 BEVERLY HEALTH CARE — OIL CITY | | | 0771 | | | Oil City | | Pennsylvania |
| 184 BEVERLY HEALTHCARE-WILLIAM PENN | | | 0280 | | | Lewistown | | Pennsylvania |
| 185 BEVERLY HEALTHCARE-RICHLAND | | | 2078 | | | Johnstown | | Pennsylvania |
| 186 BEVERLY HEALTHCARE-SHIPPENVILLE | | | 0279 | | | Shippenville | | Pennsylvania |
| 187 BEVERLY HEALTHCARE- WILKES-BARRE | | | 2156 | | | Wilkes Barre | | Pennsylvania |
| 188 BEVERLY MANOR OF LANCASTER | | | 0264 | | | Lancaster | | Pennsylvania |
| 189 BEVERLY HEALTHCARE-MONROEVILLE | | | 0278 | | | Monroeville | | Pennsylvania |
| 190 BEVERLY HEALTHCARE-KINZUA VALLEY | | | 0782 | | | Warren | | Pennsylvania |
| 191 BEVERLY HEALTHCARE-CANONSBURG | | | 0283 | | | Cannonsburg | | Pennsylvania |
| 192 BEVERLY HEALTH CARE — CLARION | | | 3961 | | | Clarion | | Pennsylvania |
| 193 BEVERLY HEALTHCARE-WESTERN RESERVE | | | 0277 | | | Erie | | Pennsylvania |
| 194 BEVERLY HEALTHCARE-HILLVIEW | | | 3964 | | | Altoona | | Pennsylvania |
| 195 STROUD MANOR | | | 0268 | | | East Stroudsburg | | Pennsylvania |
| 196 HAIDA MANOR | | | 0772 | | | Hastings | | Pennsylvania |
| 197 BHC-EAST MOUNTAIN | | | 0157 | | | Wilkes Barre | | Pennsylvania |
| 198 BEVERLY HEALTHCARE-DOYLESTOWN | | | 0263 | | | Doylestown | | Pennsylvania |
| 199 BEVERLY HEALTHCARE-MEYERSDALE | | | 2079 | | | Meyersdale | | Pennsylvania |
| 200 BEVERLY HEALTHCARE-LANSDALE | | | 0265 | | | Lansdale | | Pennsylvania |
| 201 BEVERLY HEALTHCARE-TITUSVILLE | | | 3967 | | | Titusville | | Pennsylvania |
| 202 YORK TERRACE NURSING CENTER | | | 0080 | | | Pottsville | | Pennsylvania |
| 203 BEVERLY HEALTHCARE-WAYNESBURG | | | 3962 | | | Waynesburg | | Pennsylvania |
| 204 ROSEMONT MANOR | | | 0267 | | | Rosemont | | Pennsylvania |
| 205 BEVERLY HEALTHCARE-CAMP HILL | | | 3959 | | | Camp Hill | | Pennsylvania |
| 206 BEVERLY HEALTHCARE-BLUE RIDGE MOUNTAIN | | | 0281 | | | Harrisburg | | Pennsylvania |
| 207 BEVERLY HEALTHCARE-STENTON | | | 3533 | | | Philadelphia | | Pennsylvania |
| 208 MANSION NURSING HOME | | | 0296 | | | Sunbury | | Pennsylvania |
| 209 HERITAGE VALLEY HEALTH CARE | | | 3926 | | | Gettysburg | | Pennsylvania |
| 210 BEVERLY HEALTHCARE — CAMBRIDGE SPRINGS | | | 3966 | | | Cambridge Springs | | Pennsylvania |
| 211 BEVERLY HEALTHCARE-MEADVILLE | | | 3965 | | | Meadville | | Pennsylvania |
| 212 BEVERLY HEALTH CARE — OAKMONT | | | 2145 | | | Oakmont | | Pennsylvania |
| 213 BEVERLY HEALTHCARE-ERIE | | | 0287 | | | Erie | | Pennsylvania |
| 214 BEVERLY HEALTHCARE-WARREN | | | 3960 | | | Warren | | Pennsylvania |
| 215 BEVERLY HEALTH CARE — COVINGTON HEIGHTS | | | 0518 | | | Sioux Falls | | South Dakota |
| 216 BEVERLY HEALTH CARE-RAPID CITY | | | 2203 | | | Rapid City | | South Dakota |
| 217 BEVERLY HEALTH CARE-BELLA VISTA | | | 2198 | | | Rapid City | | South Dakota |
| 218 BEVERLY HEALTH CARE-MADISON | | | 2743 | | | Madison | | South Dakota |
| 219 BEVERLY HEALTHCARE-SALEM | | | 0322 | | | Salem | | South Dakota |
| 220 BEVERLY HEALTH CARE-BLACK HILLS | | | 2196 | | | Rapid City | | South Dakota |
| 221 BEVERLY HEALTH CARE-PIERRE | | | 2204 | | | Pierre | | South Dakota |
| 222 BEVERLY HEALTH CARE | | | 2201 | | | Mobridge | | South Dakota |
| 223 BEVERLY HEALTHCARE | | | 0321 | | | Groton | | South Dakota |
| 224 BEVERLY HEALTH CARE | | | 2199 | | | Lake Norden | | South Dakota |
| 225 BEVERLY HEALTHCARE- | | | 0320 | | | Ipswich | | South Dakota |
| 226 BEVERLY HEALTH CARE | | | 2415 | | | Millbank | | South Dakota |
| BEVERLY HEALTH CARE-MEADOWBROOK | | | | | | | | |
| 227 MANOR | | | 2200 | | | Rapid City | | South Dakota |
| 228 BEVERLY HEALTH CARE | | | 0974 | | | Clark | | South Dakota |
| 229 BEVERLY HEALTH CARE | | | 0596 | | | Redfield | | South Dakota |
| 230 BEVERLY HEALTH CARE | | | 0979 | | | Arlington | | South Dakota |
13
| | | | | | | | | |
| Property Name | | Facility# | | City | | State |
| 231 BEVERLY HEALTH CARE | | | 0318 | | | Amour | | South Dakota |
| 232 BEVERLY HEALTH CARE — CLINTON | | | 0037 | | | Clinton | | Tennessee |
| 233 MOUNTAIN VIEW REHAB. & NURSING CENTER | | | 0038 | | | Winchester | | Tennessee |
| 234 BEVERLY HEALTH & REHAB CENTER | | | 0054 | | | Springfield | | Tennessee |
| 235 BEVERLY HEALTHCARE-BRANDYWOOD | | | 0081 | | | Gallatin | | Tennessee |
| 236 BEVERLY HEALTH & REHAB. CENTER | | | 0057 | | | Union City | | Tennessee |
| 237 BRANDYWOOD ESTATES | | | 0083 | | | Gallatin | | Tennessee |
| 238 BRANDYWOOD VILLA | | | 0082 | | | Gallatin | | Tennessee |
| 239 ELIZABETH ADAM CRUMP MANOR | | | 1033 | | | Glen Allen | | Virginia |
| 240 BLUE RIDGE HIGHLANDS | | | 0086 | | | Galax | | Virginia |
| 241 FREDERICKSBURG NURSING HOME | | | 0040 | | | Fredericksburg | | Virginia |
| 242 BEVERLY HEALTHCARE-MARTINSVILLE | | | 0246 | | | Martinsville | | Virginia |
| 243 ROSE HILL NURSING CTR. | | | 0014 | | | Berryville | | Virginia |
| 244 BEVERLY MANOR OF PORTSMOUTH | | | 0254 | | | Portsmouth | | Virginia |
| 245 ALLEGANY REHABILITATION & HEALTHCARE | | | 0201 | | | Clifton Forge | | Virginia |
| 246 BAYSIDE CONVALESCENT CENTER | | | 3684 | | | Poquoson | | Virginia |
| 247 SHENENDOAH VALLEY NURSING HOME | | | 2053 | | | Buena vista | | Virginia |
| 248 LYNN SHORES CHATEAU | | | 2031 | | | Virginia Beach | | Virginia |
| 249 NORTHWEST HEALTH CARE CENTER | | | 0247 | | | | | Washington DC |
| 249 MORGAN MANOR CONV. CTR. | | | 0215 | | | Morgantown | | West Virginia |
| 250 RIVERSIDE NURSING & CONV. CTR. | | | 0369 | | | St Albans | | West Virginia |
| 251 BEVERLY HEALTH CARE CTR. | | | 3534 | | | Glasgow | | West Virginia |
| 252 HERITAGE SQUARE | | | 3624 | | | Greenfield | | Wisconsin |
| 253 BEVERLY TERRACE H.C.C. | | | 0930 | | | Watertown | | Wisconsin |
| 254 COLONIAL MANOR | | | 0958 | | | Glendale | | Wisconsin |
| 255 BEAVER DAM CARE CTR. | | | 0929 | | | Beaver Dam | | Wisconsin |
| 256 FORT HEALTH & REHABILITATION CENTER | | | 0956 | | | Ft. Atkinson | | Wisconsin |
| 257 RIB LAKE HEALTH CARE CTR. | | | 0865 | | | Rib Lake | | Wisconsin |
| 258 COURT MANOR | | | 0863 | | | Ashland | | Wisconsin |
| 259 RIVERVIEW TERRACE | | | 0867 | | | Tomahawk | | Wisconsin |
| 260 FIELDVIEW CARE CTR. | | | 0375 | | | Superior | | Wisconsin |
| 261 CONTINENTAL MANOR | | | 0323 | | | Abbotsford | | Wisconsin |
| 262 RIVERDALE MANOR | | | 0966 | | | Muscoda | | Wisconsin |
| 263 GOLDEN AGE NURSING HOME | | | 0864 | | | Tomahawk | | Wisconsin |
| 264 THREE OAKS AT MARSHFIELD | | | 4022 | | | Marshfield | | Wisconsin |
14
-EXHIBIT “B”
ADDITIONAL
REQUIREMENTS FOR CLOSING
All of the following items, materials and matters with respect to the Portfolio, Borrower, Operator, Sponsor, Guarantor, Beverly Enterprises, Inc. (the “Company”) and all affiliates and subsidiaries of the Company, shall be acceptable to Lender in its commercially reasonable discretion and Borrower, Guarantor and Sponsor shall provide all of such items, information and materials, if requested by Lender, with respect thereto, and such acceptance by Lender shall be and constitute conditions which must be satisfied with respect to the Loan and this Commitment:
| 1. | | Title, Title Insurance, and Survey — See attached Title and Survey Requirements. |
| |
| 2. | | Property and Liability Insurance. Lender agrees that it shall use its commercially reasonable efforts to approve the implementation of an insurance program similar to the structure implemented in similar loans financed by Lender. |
| |
| 3. | | a. UCC/Tax Lien and Other Searches showing no material liens on or other material impairment of the Properties
or their operations or revenues. |
| | b. | | Bankruptcy Searches. |
| |
| | c. | | Litigation Searches which reflect no material impact on or impairment of the Properties, their operations or revenues, Borrower, Operator or the Company and in all events do not pertain to criminal activities, fraud or pose a reputational risk to Lender or its affiliates. |
| 4. | | Taxes, Tax Lots and Assessments. Taxes and assessments with respect to the Properties shall be current and there must be separate tax lots for each parcel. |
| |
| 5. | | Zoning. A zoning report containing a certificate of occupancy (if available) for the Property and reasonable evidence of material compliance or legal non-conformance (provided adequate insurance, reserves or other security is provided which is reasonably satisfactory to Lender) with all applicable zoning, and building, laws applicable to the Property, and (to the extent reasonably available without independent governmental inspections) zoning letters or the like from applicable government authorities. |
| |
| 6. | | Organizational Documents of the Borrowing Entity, Operators, Guarantors and their affiliates. |
| |
| 7. | | Occupancy Certification and Permits. Compliance with all laws, rules and regulations pertaining to Occupancy Certification and Permits. |
15
| 8. | | Management Agreement and Service Contracts; Space Leases material to any Property, and other Material Contracts which shall have no material impairment of or adverse impact on any Property, their operations or revenues or Borrower or Operator. |
| |
| 9. | | Opinions Of Counsel. |
| |
| 10. | | Operating Lease and Operator. In addition to Lender’s approval at Closing, Lender shall also approve any material changes to the Operator post closing in its reasonable discretion (in addition to the requirements set forth in the Loan Documents such as a no downgrade letter from the Rating Agencies). |
| |
| 11. | | New Master Lease. |
| |
| 12. | | Current appraised value is $1,594,890,000 and at closing shall equal or exceed $1,594,890,000. |
| |
| 13. | | Agreed-Upon Procedures/Final Property Level Financial Information. |
| |
| 14. | | Final Environmental Reports. |
| |
| 15. | | Final Structural Engineering Reports. |
| |
| 16. | | Healthcare Matters. Any healthcare information requested including without limitation Surveys, Provider Agreements, Corporate Integrity Agreements, Certificates of Need, Cost Reports, Governmental Licensing, and Management Agreement, in satisfaction of the Healthcare Requirements attached hereto. |
| |
| 17. | | Borrower, Company and Operator Information including Financial and Legal other than the current legal structure of the Company (other than any impact it may have on the Loan). |
| |
| 18. | | Compliance with Law. In addition to the items detailed above, the Properties, Borrower, the Company and Operator shall be in compliance in all material respects with all applicable laws, rules and regulations of any governmental authority. |
| |
| | | Lender acknowledges that nothing it has reviewed to date with respect to the foregoing requirements leads Lender to believe that there are any due diligence issues which would prevent Lender from closing the Loan. |
| | | |
| | | /s/ Leonard Grunstein |
| | | |
| | | Borrower’s Initials |
TITLE AND SURVEY REQUIREMENTS
A1970 ALTA form lender’s title insurance policy (as amended to 1984), insuring Column Financial, Inc. and its successors and assigns. Alternatively, an ALTA 1992 policy will be accepted, provided that the arbitration clause and creditors’ rights exclusions are deleted (or with respect to the creditors’ rights exclusion the Creditors Rights Endorsement listed below is issued). The following endorsements and/or affirmative coverages should be obtained in connection with the policy (to the extent applicable to the transaction and available in the jurisdiction and for the particular property):
1. ALTA 9 Comprehensive Endorsement
2. Survey Endorsement
3. ALTA 3.1 Zoning Endorsement (with additional coverage for number and type of parking spaces)
4. Usury Endorsement
5. Doing Business Endorsement
6. Access Endorsement
7. Separate Tax Lot Endorsement
8. Environmental Protection Lien Endorsement
9. Subdivision Endorsement
10. Contiguity Endorsement
11. Creditor’s Rights Endorsement (if 1992 policy issued)
12. Tax Deed Endorsement
13. Mechanics’ Lien Endorsements
14. Variable Rate Endorsement
15. Mortgage Tax Endorsement
16. Negative Amortization Endorsement
17. Tie-In Endorsements totaling full amount of loan
18. Last Dollar and First Loss Endorsements
19. Condominium Endorsement
This list is subject to review, and additional specific coverages for exceptions may be required after review of the related title commitment (to the extent applicable to the transaction and available in the jurisdiction and for the particular property). You should also request UCC, tax and judgment searches against all necessary parties. In addition, a gap coverage endorsement from the title company will be required. The title insurance will be in such amounts as Lender shall reasonably require with such co-insurance and reinsurance requirements as Lender shall reasonably require. The endorsements and proforma policies of title insurance or marked up title commitments shall be effected pursuant to a validating endorsement covering all properties. Lender shall be provided with proforma policies of title insurance (or at Lender’s option marked-up title commitments constituting effective policies of title insurance) with legible copies of all underlying documents.
The title surveys delivered in connection with the Loan should be prepared in accordance with the Minimum Standard Detail Requirements and Classifications for ALTA/ACSM Land Title Surveys, as adopted in 1992. The requirements of the survey and the form of survey
certification are set forth on the attachedExhibit A. The certification should run to the benefit of Column Financial, Inc., its successors and/or assigns and the title company. Upon completion, we should receive at least four (4) original prints of the survey.
Exhibit A
REQUIREMENTS FOR LAND SURVEYS
1. The Survey for the property shall be prepared by a land surveyor licensed to practice surveying in the jurisdiction where the property is located and done pursuant to the 1999 ALTA/ACSM Minimum Standard Detail Requirements for Land Title Surveys (the “ACSM Standards”) including items 2, 3, 4,6,7(a), 7(b)(l), 8, 9, 10, 11 (a) (as to utilities, surface matters only) and 13 on Table A thereof. In certain cases, other Table A items may be required.
2. The Survey shall be dated no more than 90 days prior to closing, must be certified to Lender and its successors and assigns, must contain the certification set forth in the ACSM Standards, and must be signed and sealed by the surveyor. A copy of the certification contained in the ACSM Standards is set forth below.
3. The Survey shall also be certified to the title insurance company insuring title in the transaction, shall be satisfactory to the title insurance company, shall refer to the title insurance commitment by number and effective date, and shall list every recorded exception appearing in the title insurance commitment, with a note stating whether the exception affects the property, and if so whether the exception is plottable. If the exception is plottable, it must be plotted on the Survey. Any appurtenant easement which is plottable must also be plotted on the Survey.
4. The Survey shall contain a note concerning the flood zone designation of the property in substantially the following form: “Said described property is located within an area having a Zone Designation by the Secretary of Housing and Urban Development, on Flood Insurance Rate Map No. , with a date of identification of , for Community Number , in County, State of & nbsp; , which is the current Flood Insurance Rate Map for the community in which said property is situated.”
5. All set back, side yard and rear yard lines shown on the recorded plat or set forth in the applicable zoning ordinance shall be identified and drawn on the Survey, and identified by recording number or zoning ordinance, as the case may be.
6. The number of regular and handicap parking spaces located on the property shall be stated on the Survey, and all parking spaces shall be drawn on the Survey to the extent possible.
7. Certification of survey shall be in the form attached, provided that the title company may also require that (a) the land described on the survey is the same as that described on the title commitment or pro forma policy and (b) for multiple parcels the surveyor certifies their contiguity.
REQUIRED CERTIFICATION
To (name of client), (name of Lender, and its successors and assigns), (name of title insurance company), (name of others as instructed by client):
This is to certify that this map or plat and the survey on which it is based were made in accordance with “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” jointly established and adopted by ALTA, ACSM and NSPS in 1999, and includes items 2, 3, 4, 6, 7(a), 7(b)(1), 8, 9, 10, 11 (a) (as to utilities, surface matters only) and 13 of Table A thereof. Pursuant to the Accuracy Standards as adopted by ALTA, NSPS and ACSM and in effect on the date of this certification, undersigned further certifies that [Surveyor to complete certificate with the appropriate ONE of the following three phrases]
| | • | | the Positional Uncertainties resulting from the survey measurements made on the survey do not exceed the allowable Positional Tolerance. |
| |
| | • | | the survey measurements were made in accordance with the “Minimum Angle, Distance, and Closure Requirements for Survey Measurements Which Control Land Boundaries for ALTA/ACSM Land Title Surveys.” |
| |
| | • | | proper field procedures, instrumentation, and adequate survey personnel were employed in order to achieve results comparable to those outlined in the “Minimum Angle, Distance, and Closure Requirements for Survey Measurements Which Control Land Boundaries for ALTA/ACSM Land Title Surveys.” |
| | | | | | | | | |
| Date: | | | | | | | | |
| | | | | | | |
| (signed) | | | | | | (seal) |
| | | | | | | |
| Registration No. | | | | |
HEALTH CARE REQUIREMENTS
1. All Medicare and Medicaid provider agreements, certificates of need, if applicable, certifications, governmental licenses, permits, or other agreements and approvals required by any governmental authority or entity concerned with the ownership, operation, use or occupancy of any property as a skilled nursing facility, assisted living facility, hospice or home care agency (“Health Care Authorities”) for the operation of each skilled nursing facility, assisted living facility, hospice or home care agency (collectively the “Facilities”) have been obtained, are in full force and effect and will continue in full and effect subsequent to the Closing. The licensed beds and operating capacities of the Facilities are as set forth on the respective licenses and are consistent with the appraisals.
2. The Facilities are in material compliance with the applicable provisions of the laws, ordinances, statutes, regulations, orders, standards, policies, guidance, restrictions or rules of any Health Care Authority having jurisdiction over the ownership, use, occupancy or operation of any Facilities and any other applicable laws, regulations or agreements for reimbursement for the type of care or services provided by the Facilities.
3. None of the skilled nursing facilities has had any deficiencies on its most recent survey (standard or complaint) that would result in a denial of payment for new admissions with no opportunity to correct prior to implementation, and no enforcement action has been taken under the last survey cycle that would have the potential to materially adversely affect the facility. No skilled nursing facility has had any deficiencies at “level G” or above on its most recent survey (standard or complaint), nor has it been cited with any substandard quality of care deficiencies (as that term is defined in Part 488 of 42 C.F.R.) for the past two consecutive surveys. No skilled nursing facility has been the subject of a “double G” determination for the last three (3) years which have not been cured by submission of an acceptable plan and as a result thereof there is no material impairment of reimbursement. No skilled nursing facility has been designated as a Special Focus Facility (as such term is defined by the Centers of Medicare and Medicaid Services Special Focus Facility Program). The Lender at its sole option may waive any of the requirements of this Paragraph for any single Facility upon satisfaction of such additional requirements Lender may designate, including, without limitation, the posting of reserves.
4. None of the Facilities or their respective owners or operators is a target of or subject to any action, audit, investigation or sanction by any Health Care Authority or any other entity or any other third party or individual (including, without limitation, whistleblower suits, or suits brought pursuant to federal or state False Claims Acts, and Medicaid/Medicare/State fraud/abuse laws) which may result in the imposition of any fine or sanction, recoupment of reimbursement or any other civil or criminal remedy, which could reasonably be expected to have a material adverse effect on the operation of the Facility. The Lender at its sole option may waive any of the requirements of this Paragraph for any single Facility upon satisfaction of such additional requirements Lender may designate, including, without limitation, the posting of reserves.
5. None of the transactions contemplated by this Commitment will materially and adversely affect the Facility’s right to receive reimbursement.
6. There are no threatened or pending material labor disputes at any Facility.
6
