Exhibit 10.1.2
EXECUTION VERSION
AMENDMENT NO. 2
TO
CREDIT AGREEMENT
originally dated as of September 17, 2010,
by and among
AVIV FINANCING I, L.L.C., as the Parent Borrower,
THE OTHER BORROWERS LISTED ON SCHEDULE 1 ATTACHED HERETO, as
Borrowers,
Borrowers,
GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and a
Lender,
Lender,
and
THE OTHER FINANCIAL INSTITUTIONS WHO ARE LISTED ON SCHEDULE 2
ATTACHED HERETO, as Lenders
ATTACHED HERETO, as Lenders
Amended as of April 5, 2011
AMENDMENT NO. 2 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is made as of this 5th day of April, 2011 (the “Second Amendment Closing Date”), by and amongGENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), the financial institutions other than GECC who are parties to this Amendment (together with GECC, individually, a “Lender”, and collectively, the “Lenders”, as the context may require),AVIV FINANCING I, L.L.C., a Delaware limited liability company (together with its successors, the “Parent Borrower”) andTHE OTHER BORROWERS LISTED ON SCHEDULE 1 ATTACHED HERETO(each of the foregoing entities shall be hereinafter referred to individually as “Borrower” and collectively as the “Borrowers”).
RECITALS
A. Pursuant to that certain Credit Agreement dated as of September 17, 2010, by and among the Borrowers, the Administrative Agent and the Lenders, as amended by Amendment No. 1 thereto dated as of February 4, 2011 (the “First Amendment”)(as further amended, modified and restated from time to time, the “Credit Agreement”), Lenders agreed to make available to Borrowers certain credit facilities more fully described therein. Capitalized terms used but not defined in this Amendment shall have the meanings that are set forth in the Credit Agreement.
B. Pursuant to the First Amendment and that certain Indenture dated February 4, 2011 (the “Indenture”), by and among Aviv and Aviv Healthcare Capital Corporation, as issuers (the “Issuers”), the REIT Party, as guarantor, the other Guarantors named therein (including the Borrowers) and The Bank of New York Mellon Trust Company, N.A., as trustee, the Issuers completed a Bond Financing in the aggregate principal amount of $200,000,000 (the “Initial Bond Financing”) and the Borrowers, pursuant to the Indenture, guaranteed the Bond Financing.
C. The Parent Borrower has informed the Administrative Agent and the Lenders that the Issuers intend to complete an add-on to the Initial Bond Financing in an amount of up to $100,000,000 (the “Add-On Bond Financing”) and that in connection with the Add-On Bond Financing, the Borrowers will be required, pursuant to the Indenture, to guarantee the Add-On Bond Financing and renewals, refinancing and extensions thereof.
D. In connection with the Add-On Bond Financing, the Borrowers intend to prepay the Loans pursuant to Section 2.04(d) of the Credit Agreement in an amount that, after giving effect to such prepayment, will reduce the aggregate principal amount of the Term Loan as of such date to $199,315,228.37 (the “Add-On Prepayment”) and obtain a release of certain Borrowers and Real Property Assets pursuant to Section 9.13 of the Credit Agreement and desire to amend the schedules to the Credit Agreement to reflect such release.
E. The Parent Borrower has requested that the Lenders amend the Credit Agreement, and the Lenders are willing to amend the Credit Agreement, to modify the calculation of certain financial covenants in Section 6.11, to amend the schedules and to consent to the Add-On Bond Financing and the guaranty by the Borrowers thereof, all in accordance with the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Administrative Agent, the Lenders and the Borrowers hereby agree as follows:
1. Recitals. The foregoing recitals, including all terms defined therein, are incorporated herein and made a part hereof.
2. Amendments to Credit Agreement.
(a)Section 1.01 of the Credit Agreement,Defined Terms, is hereby amended by adding the following definitions in appropriate alphabetical order:
“Total Net Debt (Aviv)” means, for the Consolidated Aviv Parties for any period, the average daily outstanding Funded Debtminus average daily outstanding unrestricted cash and unrestricted Cash Equivalents.”
(b) The definitions of “Debt Service Coverage Ratio (Aviv Parties)” and “Debt Yield (Aviv Parties)” as set forth in Section 1.1 of the Loan Agreement,Defined Terms, are hereby amended and restated as follows:
“‘Debt Service Coverage Ratio (Aviv Parties)’ means the ratio of (i) Consolidated EBITDA (Aviv) for the most recently completed two fiscal quarter period, to (ii) Debt Service for the Consolidated Aviv Parties due during the same period.”
“‘Debt Yield (Aviv Parties)’ means the ratio, expressed as a percentage, as of any date of determination, of (a) Consolidated EBITDA (Aviv) for the most recently completed two fiscal quarter period times 2, to (b) Total Net Debt (Aviv) on such date.”
(c) The following schedules to the Credit Agreement are hereby amended by deleting them in their entirety and replacing them with the comparable schedules attached hereto:
| “Schedules: | ||||
| Schedule 1.01 | List of Borrowers | |||
| Schedule 2.03 | Amortization Schedule | |||
| Schedule 2.12 | Loan Allocations Among Borrowers | |||
| Schedule 5.11 | Corporate Structure; Capital Stock | |||
| Schedule 5.12 | Real Property Asset Matters (Parts I & III) |
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| “Schedules: | ||||
| Schedule 5.13 | Material Contracts; Contracts Subject to Assignment of Claims Act | |||
| Schedule 5.22 | Patriot Act Information | |||
| Schedule 9.12 | Allocated Loan Values” |
3. Consent. Notwithstanding anything to the contrary in the Credit Agreement (including, without limitation, Section 2.04(d) of the Credit Agreement) and the other Credit Documents, the Lenders hereby consent to the Add-On Bond Financing and the guaranty thereof by the Borrowers so long as: (i) no Default or Event of Default exists or would be caused after giving effect thereto, (ii) the documentation for the Add-On Bond Financing, including the guarantee thereof by the Borrowers, is in substantially the form of the Indenture and related documentation for the Initial Bond Financing, (iii) each Borrower that is released from its Obligations under the Credit Agreement in connection with the Add-On Prepayment provides a subordinated guarantee of the Obligations in substantially the form of the Subordinated Subsidiary Guaranty delivered for the Initial Bond Financing and (iv) the Add-On Prepayment is applied to the Loans in the manner set forth in Section 2.04(d) of the Credit Agreement promptly upon receipt thereof. For clarification purposes, the Add-On Bond Financing shall, for all purposes of the Credit Agreement, including without limitation, Sections 2.04(d), 7.02(i) and 9.13, be deemed to be a Bond Financing under and as defined in the Credit Agreement. Notwithstanding anything to the contrary in the Credit Agreement, the Administrative Agent hereby further consents, pursuant to Article Eleven of the Indenture, to the amendment of the Indenture in the form attached to this Amendment asExhibit A.
4. Enforceability. This Amendment constitutes the legal, valid and binding obligation of Borrowers, and is enforceable against each of the Borrowers in accordance with its terms.
5. Confirmation of Representations and Warranties. The Credit Parties hereby (a) confirm that all of the representations and warranties set forth in Article 5 of the Credit Agreement are true and correct with respect to such Credit Party as of the date hereof, both before and after giving effect to this Amendment, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, complete and correct in all material respects on and as of such earlier date, (b) specifically represent and warrant to the Administrative Agent and the Lenders that it has the power and authority (i) to enter into this Amendment and (ii) to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it, and (c) specifically represent and warrant to the Administrative Agent and the Lenders that no Default or Event of Default exists would be caused after giving effect to this Amendment.
6. Conditions to Effectiveness. The agreement of the Administrative Agent and the Lenders to enter into this Amendment, and the effectiveness of the modifications of the Credit contemplated hereby shall be subject to each of the following:
(a) The Administrative Agent shall have received four (4) copies of this Amendment duly executed by the Required Lenders and each of the Borrowers; and
3
(b) The Administrative Agent shall have received a Notice of Prepayment for the Add-On Prepayment under and in accordance with Section 2.04(d) of the Credit Agreement and such Add-On Prepayment is made within ten (10) Business Days thereof.
7. Costs and Fees. The Borrowers shall pay to Administrative Agent’s counsel all reasonable fees of such counsel incurred in connection with the preparation of this Amendment and any related documents.
8. Effect of this Amendment. Except as specifically set forth inSections 2 and3 of this Amendment, no other amendments, changes, modifications, consents or waivers to the Credit Documents are intended or implied and in all other respects the Credit Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof. To the extent of conflict between the terms of this Amendment and the other Credit Documents, the terms of this Amendment shall control. The Credit Agreement and this Amendment shall be read and construed as one agreement.
9. Affirmation. Except as specifically amended pursuant to the terms hereof, the Credit Agreement, and all other Credit Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by the Borrowers. Each Borrower covenants and agrees to comply with all of the terms, covenants and conditions of the Credit Agreement, as amended hereby, notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on the part of any Lender or the Administrative Agent which might otherwise constitute or be construed as a waiver of or amendment to such terms, covenants and conditions.
10. No Waiver or Novation. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Credit Documents or any other documents, instruments and agreements executed or delivered in connection with any of the foregoing. Nothing herein is intended or shall be construed as a waiver of any existing defaults or Events of Default under the Credit Agreement or other Credit Documents or any of rights and remedies of the Administrative Agent and the Lenders in respect of such defaults or Events of Default. This Amendment (together with any other document executed in connection herewith) is not intended to be, nor shall it be construed as, a novation of the Credit Agreement.
11. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois.
12. Headings. Section headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
13. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or e-mail image shall be effective as delivery of a manually executed counterpart of this Amendment.
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14. Severability. Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.
(SIGNATURES APPEAR ON FOLLOWING PAGES)
5
Signature Page to Amendment No. 2 to Credit Agreement
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.
| PARENT BORROWER: | AVIV FINANCING I, L.L.C.,a Delaware limited liability company | |||||
| By: | /s/ Craig M. Bernfield | |||||
| Name: Craig M. Bernfield Its: Authorized Representative | ||||||
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]
| SUBSIDIARY BORROWERS: | ALAMOGORDO AVIV, L.LC., a New Mexico limited liability company | |
| ARMA YATES, L.L.C., a Delaware limited liability company | ||
| AVIV LIBERTY, L.L.C., a Delaware limited liability company | ||
| AVON OHIO, L.L.C., a Delaware limited liability company | ||
| BENTON HARBOR, L.L.C., an Illinois limited liability company | ||
| BHG AVIV, L.L.C., a Delaware limited liability company | ||
| BONHAM TEXAS, L.L.C., a Delaware limited liability company | ||
| CALIFORNIA AVIV, L.L.C., a Delaware limited liability company | ||
| CALIFORNIA AVIV TWO, L.L.C., a Delaware limited liability company | ||
| CHENAL ARKANSAS, L.L.C., a Delaware limited liability company | ||
| CHIPPEWA VALLEY, L.L.C., an Illinois limited liability company | ||
| CLAYTON ASSOCIATES, L.L.C., a New Mexico limited liability company | ||
| COLUMBIA VIEW ASSOCIATES, L.L.C., a Delaware limited liability company | ||
| COLUMBUS TEXAS AVIV,a Delaware limited liability company | ||
| COLUMBUS WESTERN AVENUE, L.L.C., a Delaware limited liability company |
[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]
| COMMERCE NURSING HOMES, L.L.C., an Illinois limited liability company | ||
| DENISON TEXAS, L.L.C., a Delaware limited liability company | ||
| FALFURRIAS TEXAS, L.L.C., a Delaware limited liability company | ||
| FLORENCE HEIGHTS ASSOCIATES, L.L.C., a Delaware limited liability company | ||
| FREEWATER OREGON, L.L.C., a Delaware limited liability company | ||
| FULLERTON CALIFORNIA, L.L.C., a Delaware limited liability company | ||
| GREAT BEND PROPERTY, L.L.C., a Delaware limited liability company | ||
| HERITAGE MONTEREY ASSOCIATES, L.L.C., an Illinois limited liability company | ||
| HIGHLAND LEASEHOLD, L.L.C., a Delaware limited liability company | ||
| HOBBS ASSOCIATES, L.L.C., an Illinois limited liability company | ||
| HOT SPRINGS AVIV, L.L.C., a Delaware limited liability company | ||
| HOUSTON TEXAS AVIV, L.L.C., a Delaware limited liability company | ||
| HUTCHINSON KANSAS, L.L.C., a Delaware limited liability company | ||
| KARAN ASSOCIATES, L.L.C., a Delaware limited liability company |
[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]
| MANOR ASSOCIATES, L.L.C., a Delaware limited liability company | ||
| MASSACHUSETTS NURSING HOMES, L.L.C., a Delaware limited liability company | ||
| MISSOURI REGENCY ASSOCIATES, L.L.C., a Delaware limited liability company | ||
| MT. VERNON TEXAS, L.L.C., a Delaware limited liability company | ||
| N.M. BLOOMFIELD THREE PLUS ONE LIMITED COMPANY, a New Mexico limited liability company | ||
| N.M. ESPANOLA THREE PLUS ONE LIMITED COMPANY, a New Mexico limited liability company | ||
| N.M. .LORDSBURG THREE PLUS ONE LIMITED COMPANY, a New Mexico limited liability company | ||
| N.M. SILVER CITY THREE PLUS ONE LIMITED COMPANY, a New Mexico limited liability company | ||
| OMAHA ASSOCIATES, L.L.C., a Delaware limited liability company | ||
| ORANGE ALF PROPERTY, L.L.C., a Delaware limited liability company | ||
| OREGON ASSOCIATES, L.L.C., a Delaware limited liability company | ||
| PEABODY ASSOCIATES, L.L.C., a Delaware limited liability company | ||
| RATON PROPERTY LIMITED COMPANY, L.L.C., a New Mexico limited liability company | ||
| RED ROCKS, L.L.C., an Illinois limited liability company | ||
| RIVERSIDE NURSING HOME ASSOCIATES, L.L.C., a Delaware limited liability company | ||
| SANTA ANA-BARTLETT, L.L.C., an Illinois limited liability company | ||
| SAVOY/BONHAM VENTURE, L.L.C., a Delaware limited liability company | ||
| SKYVIEW ASSOCIATES, L.L.C., a Delaware limited liability company | ||
| TUJUNGA L.L.C., a Delaware limited liability company | ||
| VRB AVIV, L.L.C., a Delaware limited liability company | ||
| WASHINGTON-OREGON ASSOCIATES, L.L.C., an Illinois limited liability company | ||
| WHEELER HEALTHCARE ASSOCIATES, L.L.C., a Texas limited liability company | ||
| WILLIS TEXAS AVIV, L.L.C., a Delaware limited liability company |
[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]
| YUBA AVIV, L.L.C., a Delaware limited liability company | ||||||||
| By: | AVIV FINANCING I, L.L.C., a Delaware limited liability company, its sole member | |||||||
| By: | /s/ Craig M. Bernfield | |||||||
| Name: Craig M. Bernfield | ||||||||
| Its: Authorized Representative | ||||||||
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]
Signature Page to Amendment No. 2 to Credit Agreement
| ADMINISTRATIVE AGENT and LENDERS: | GENERAL ELECTRIC CAPITAL CORPORATION,as Administrative Agent and as a Lender | ||||
| By: | /s/ David Harper | ||||
| Name: David Harper Title: Its Duly Authorized Representative | |||||
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]
Signature Page to Amendment No. 2 to Credit Agreement
| CIT BANK,as a Lender | ||||
| By: | /s/ George Janes | |||
| Name: | George Janes | |||
| Title: | Chief Credit Officer | |||
[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]
Signature Page to Amendment No. 2 to Credit Agreement
| FIRSTMERIT BANK, N.A.,as a Lender | ||||
| By: | /s/ Matthew W. Hannam | |||
| Name: | Matthew W. Hannam | |||
| Title: | Vice President | |||
[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]
Signature Page to Amendment No. 2 to Credit Agreement
| THE PRIVATEBANK AND TRUST COMPANY,as a Lender | ||||
| By: | /s/ Amy K. Hallberg | |||
| Name: | Amy K. Hallberg | |||
| Title: | Managing Director | |||
[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]
Signature Page to Amendment No. 2 to Credit Agreement
| FIFTEENTH INVESTMENT HFS LIMITED,as a Lender | ||||
| By: | /s/ Jeffrey M. Mulhmore | |||
| Name: | Jeffrey M. Mulhmore | |||
| Title: | Duly Authorized Signatory | |||
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]
Signature Page to Amendment No. 2 to Credit Agreement
| ROYAL BANK OF CANADA.as a Lender | ||||
| By: | /s/ Dan LePage | |||
| Name: | Dan LePage | |||
| Title: | Authorized Signatory | |||
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]
SCHEDULE 1.01
SUBSIDIARY BORROWERS
SUBSIDIARY BORROWERS
Alamogordo Aviv, L.L.C., a New Mexico limited liability company
Arma Yates, L.L.C., a Delaware limited liability company
Aviv Liberty, L.L.C., a Delaware limited liability company
Avon Ohio, L.L.C., a Delaware limited liability company
Benton Harbor, L.L.C., an Illinois limited liability company
California Aviv Two, L.L.C., a Delaware limited liability company
California Aviv, L.L.C., a Delaware limited liability company
Chenal Arkansas, L.L.C., a Delaware limited liability company
Chippewa Valley, L.L.C., an Illinois limited liability company
Clayton Associates, L.L.C., a New Mexico limited liability company
Columbia View Associates, L.L.C., a Delaware limited liability company
Columbus Texas Aviv, L.L.C., a Delaware limited liability company
Columbus Western Avenue, L.L.C., a Delaware limited liability company
Commerce Nursing Homes, L.L.C., an Illinois limited liability company
Denison Texas, L.L.C., a Delaware limited liability company
Falfurrias Texas, L.L.C., a Delaware limited liability company
Florence Heights Associates, L.L.C., a Delaware limited liability company
Freewater Oregon, L.L.C., a Delaware limited liability company
Fullerton California, L.L.C., a Delaware limited liability company
Great Bend Property, L.L.C., a Delaware limited liability company
Heritage Monterey Associates, L.L.C., an Illinois limited liability company
Highland Leasehold, L.L.C., a Delaware limited liability company
Hobbs Associates, L.L.C., an Illinois limited liability company
Hot Springs Aviv, L.L.C., a Delaware limited liability company
Houston Texas Aviv, L.L.C., a Delaware limited liability company
Hutchinson Kansas, L.L.C., a Delaware limited liability company
Manor Associates, L.L.C., a Delaware limited liability company
Massachusetts Nursing Homes, L.L.C., a Delaware limited liability company
Missouri Regency Associates, L.L.C., a Delaware limited liability company
Mt. Vernon Texas, L.L.C., a Delaware limited liability company
N.M. Bloomfield Three Plus One Limited Company, a New Mexico limited liability company
N.M. Espanola Three Plus One Limited Company, a New Mexico limited liability company
N.M. Lordsburg Three Plus One Limited Company, a New Mexico limited liability company
N.M. Silver City Three Plus One Limited Company, a New Mexico limited liability company
Omaha Associates, L.L.C., a Delaware limited liability company
Orange ALF Property, L.L.C., a Delaware limited liability company
Peabody Associates, L.L.C., a Delaware limited liability company
Raton Property Limited Company, a New Mexico limited liability company
Red Rocks, L.L.C., an Illinois limited liability company
Riverside Nursing Home Associates, L.L.C., a Delaware limited liability company
Santa Ana-Bartlett, L.L.C., an Illinois limited liability company
Arma Yates, L.L.C., a Delaware limited liability company
Aviv Liberty, L.L.C., a Delaware limited liability company
Avon Ohio, L.L.C., a Delaware limited liability company
Benton Harbor, L.L.C., an Illinois limited liability company
California Aviv Two, L.L.C., a Delaware limited liability company
California Aviv, L.L.C., a Delaware limited liability company
Chenal Arkansas, L.L.C., a Delaware limited liability company
Chippewa Valley, L.L.C., an Illinois limited liability company
Clayton Associates, L.L.C., a New Mexico limited liability company
Columbia View Associates, L.L.C., a Delaware limited liability company
Columbus Texas Aviv, L.L.C., a Delaware limited liability company
Columbus Western Avenue, L.L.C., a Delaware limited liability company
Commerce Nursing Homes, L.L.C., an Illinois limited liability company
Denison Texas, L.L.C., a Delaware limited liability company
Falfurrias Texas, L.L.C., a Delaware limited liability company
Florence Heights Associates, L.L.C., a Delaware limited liability company
Freewater Oregon, L.L.C., a Delaware limited liability company
Fullerton California, L.L.C., a Delaware limited liability company
Great Bend Property, L.L.C., a Delaware limited liability company
Heritage Monterey Associates, L.L.C., an Illinois limited liability company
Highland Leasehold, L.L.C., a Delaware limited liability company
Hobbs Associates, L.L.C., an Illinois limited liability company
Hot Springs Aviv, L.L.C., a Delaware limited liability company
Houston Texas Aviv, L.L.C., a Delaware limited liability company
Hutchinson Kansas, L.L.C., a Delaware limited liability company
Manor Associates, L.L.C., a Delaware limited liability company
Massachusetts Nursing Homes, L.L.C., a Delaware limited liability company
Missouri Regency Associates, L.L.C., a Delaware limited liability company
Mt. Vernon Texas, L.L.C., a Delaware limited liability company
N.M. Bloomfield Three Plus One Limited Company, a New Mexico limited liability company
N.M. Espanola Three Plus One Limited Company, a New Mexico limited liability company
N.M. Lordsburg Three Plus One Limited Company, a New Mexico limited liability company
N.M. Silver City Three Plus One Limited Company, a New Mexico limited liability company
Omaha Associates, L.L.C., a Delaware limited liability company
Orange ALF Property, L.L.C., a Delaware limited liability company
Peabody Associates, L.L.C., a Delaware limited liability company
Raton Property Limited Company, a New Mexico limited liability company
Red Rocks, L.L.C., an Illinois limited liability company
Riverside Nursing Home Associates, L.L.C., a Delaware limited liability company
Santa Ana-Bartlett, L.L.C., an Illinois limited liability company
Savoy/Bonham Venture, L.L.C., a Delaware limited liability company
Skyview Associates, L.L.C., a Delaware limited liability company
Tujunga, L.L.C., a Delaware limited liability company
VRB Aviv, L.L.C., a Delaware limited liability company
Washington-Oregon Associates, L.L.C., an Illinois limited liability company
Wheeler Healthcare Associates, L.L.C., a Texas limited liability company
Willis Texas Aviv, L.L.C., a Delaware limited liability company
Yuba Aviv, L.L.C., a Delaware limited liability company
Skyview Associates, L.L.C., a Delaware limited liability company
Tujunga, L.L.C., a Delaware limited liability company
VRB Aviv, L.L.C., a Delaware limited liability company
Washington-Oregon Associates, L.L.C., an Illinois limited liability company
Wheeler Healthcare Associates, L.L.C., a Texas limited liability company
Willis Texas Aviv, L.L.C., a Delaware limited liability company
Yuba Aviv, L.L.C., a Delaware limited liability company
SCHEDULE 2.03 PART I
AMORTIZATION SCHEDULE (TERM)
AMORTIZATION SCHEDULE (TERM)
[ATTACHED]
SCHEDULE 2.03 PART II
AMORTIZATION SCHEDULE (REVOLVER)
AMORTIZATION SCHEDULE (REVOLVER)
None.
SCHEDULE 2.12
ALLOCABLE AMOUNTS
ALLOCABLE AMOUNTS
| Borrower | Total | |||
| Alamogordo Aviv, L.L.C. | $ | 4,387,416.90 | ||
| Arma Yates, L.L.C. | $ | 3,909,634.46 | ||
| Aviv Liberty, L.L.C. | $ | 4,994,187.32 | ||
| Avon Ohio, L.L.C. | $ | 3,080,526.76 | ||
| Benton Harbor, L.L.C. | $ | 2,473,756.34 | ||
| California Aviv Two, L.L.C. | $ | 9,148,230.98 | ||
| California Aviv, L.L.C. | $ | 29,405,028.14 | ||
| Chenal Arkansas, L.L.C. | $ | 4,060,694.36 | ||
| Chippewa Valley, L.L.C. | $ | 4,947,512.67 | ||
| Clayton Associates, L.L.C. | $ | 1,353,564.79 | ||
| Columbia View Associates, L.L.C. | $ | 606,770.42 | ||
| Columbus Texas Aviv, L.L.C. | $ | 242,708.17 | ||
| Columbus Western Avenue, L.L.C. | $ | 1,166,866.20 | ||
| Commerce Nursing Homes, L.L.C. | $ | 4,807,488.73 | ||
| Denison Texas, L.L.C. | $ | 2,707,129.58 | ||
| Falfurrias Texas, L.L.C. | $ | 980,167.60 | ||
| Florence Heights Associates, L.L.C. | $ | 513,421.13 | ||
| Freewater Oregon, L.L.C. | $ | 3,407,249.29 | ||
| Fullerton California L.L.C. | $ | 3,453,923.94 | ||
| Great Bend Property, L.L.C. | $ | 3,258,028.72 | ||
| Heritage Monterey Associates, L.L.C. | $ | 8,028,039.43 | ||
| Highland Leasehold, L.L.C. | $ | 2,987,177.46 | ||
| Hobbs Associates, L.L.C. | $ | 840,143.66 | ||
| Hot Springs Aviv, L.L.C. | $ | 5,600,957.78 | ||
| Houston Texas Aviv, L.L.C. | $ | 933,492.96 | ||
| Hutchinson Kansas, L.L.C. | $ | 3,873,995.77 | ||
| Manor Associates, L.L.C. | $ | 4,014,019.72 | ||
| Massachusetts Nursing Homes, L.L.C. | $ | 10,534,468.01 | ||
| Missouri Regency Associates, L.L.C. | $ | 10,408,446.46 | ||
| Mt. Vernon Texas, L.L.C. | $ | 102,684.23 | ||
| N.M. Bloomfield Three Plus One Limited Company | $ | 2,800,478.87 | ||
| N.M. Espanola Three Plus One Limited Company | $ | 4,014,019.72 | ||
| N.M. Lordsburg Three Plus One Limited Company | $ | 653,445.07 | ||
| N.M. Silver City Three Plus One Limited Company | $ | 3,313,900.00 | ||
| Omaha Associates, L.L.C. | $ | 6,954,522.53 | ||
| Orange ALF Property, L.L.C. | $ | 8,089,899.40 | ||
| Peabody Associates, L.L.C. | $ | 560,095.77 | ||
| Raton Property Limited Company | $ | 2,287,057.74 | ||
| Red Rocks, L.L.C. | $ | 1,820,311.27 | ||
| Riverside Nursing Home Associates, L.L.C. | $ | 2,613,780.28 | ||
| Santa Ana-Bartlett, L.L.C. | $ | 4,480,766.19 | ||
| Savoy/Bonham Venture, L.L.C. | $ | 1,073,516.90 | ||
| Skyview Associates, L.L.C. | $ | 4,200,718.31 | ||
| Tujunga, L.L.C. | $ | 1,446,914.08 | ||
| Borrower | Total | |||
| VRB Aviv, L.L.C. | $ | 10,595,145.06 | ||
| Washington-Oregon Associates, L.L.C. | $ | 6,207,728.17 | ||
| Wheeler Healthcare Associates, L.L.C. | $ | 1,633,612.67 | ||
| Willis Texas Aviv, L.L.C. | $ | 2,100,359.15 | ||
| Yuba Aviv, L.L.C. | $ | 2,943,663.35 | ||
| Grand Total | $ | 204,017,666.51 | ||
SCHEDULE 5.11
CORPORATE STRUCTURE; CAPITAL STOCK
CORPORATE STRUCTURE; CAPITAL STOCK
| Outstanding | ||||||||||
| Options, | ||||||||||
| Warrants, | ||||||||||
| Rights of | ||||||||||
| % of Capital | Conversion of | |||||||||
| State of | Stock | Persons Holding Equity or | Purchase or | |||||||
| Borrower’s Legal Name | Formation | Tax ID | Outstanding | Voting Interests (%) | Similar | |||||
| Aviv Financing I, L.L.C. | DE | 11-3747125 | 100% | Aviv Healthcare Properties Operating Partnership I LP (100%) | None. | |||||
| Alamogordo Aviv, L.L.C. | NM | 27-0123540 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Arma Yates, L.L.C. | DE | 27-3971035 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Aviv Liberty, L.L.C. | DE | 36-4572034 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Avon Ohio, L.L.C. | DE | 36-4601433 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Benton Harbor, L.L.C. | IL | 36-4204807 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| California Aviv Two, L.L.C. | DE | 26-4117080 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| California Aviv, L.L.C. | DE | 38-3786697 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Chenal Arkansas, L.L.C. | DE | 04-3835270 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Chippewa Valley, L.L.C. | IL | 36-4065826 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Clayton Associates, L.L.C. | NM | 36-4572014 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Columbia View Associates, L.L.C. | DE | 36-4204809 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Columbus Texas Aviv, L.L.C. | DE | 38-3735473 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Columbus Western Avenue, L.L.C. | DE | 71-0960205 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Commerce Nursing Homes, L.L.C. | IL | 36-4122632 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Denison Texas, L.L.C. | DE | 32-0173170 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Falfurrias Texas, L.L.C. | DE | 61-1501714 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Florence Heights Associates, L.L.C. | DE | 11-3747131 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Freewater Oregon, L.L.C. | DE | 36-2280966 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Fullerton California, L.L.C. | DE | 36-4480527 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Great Bend Property, L.L.C. | DE | 27-3971138 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Heritage Monterey Associates, L.L.C. | IL | 36-4056688 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Highland Leasehold, L.L.C. | DE | 20-2873499 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Hobbs Associates, L.L.C. | IL | 36-4177337 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Hot Springs Aviv, L.L.C. | DE | 30-0470700 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Houston Texas Aviv, L.L.C. | DE | 36-4587739 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Hutchinson Kansas, L.L.C. | DE | 51-0559326 | 100% | Aviv Financing I, L.L.C. (100%) | None. |
| Outstanding | ||||||||||
| Options, | ||||||||||
| Warrants, | ||||||||||
| Rights of | ||||||||||
| % of Capital | Conversion of | |||||||||
| State of | Stock | Persons Holding Equity or | Purchase or | |||||||
| Borrower’s Legal Name | Formation | Tax ID | Outstanding | Voting Interests (%) | Similar | |||||
| Manor Associates, L.L.C. | DE | 36-4572020 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Massachusetts Nursing Homes, L.L.C. | DE | 20-2873416 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Missouri Regency Associates, L.L.C. | DE | 36-4572031 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Mt. Vernon Texas, L.L.C. | DE | 35-2270167 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| N.M. Bloomfield Three Plus One Limited Company | NM | 74-2748292 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| N.M. Espanola Three Plus One Limited Company | NM | 74-2748289 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| N.M. Lordsburg Three Plus One Limited Company | NM | 74-2748286 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| N.M. Silver City Three Plus One Limited Company | NM | 74-2748283 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Omaha Associates, L.L.C. | DE | 36-4572019 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Orange ALF Property, L.L.C. | DE | 27-4083471 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Peabody Associates, L.L.C. | DE | 36-4572029 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Raton Property Limited Company | NM | 36-4111094 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Red Rocks, L.L.C. | IL | 36-4192351 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Riverside Nursing Home Associates, L.L.C. | DE | 36-4340184 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Santa Ana-Bartlett, L.L.C. | IL | 36-4212739 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Santa Fe Missouri Associates, L.L.C. | IL | 36-4165126 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Savoy/Bonham Venture, L.L.C. | DE | 36-4572026 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Skyview Associates, L.L.C. | DE | 36-4572023 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Tujunga, L.L.C. | DE | 36-4389732 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| VRB Aviv, L.L.C. | DE | 76-0802032 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Washington-Oregon Associates, L.L.C. | IL | 36-4192347 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Wheeler Healthcare Associates, L.L.C. | TX | 74-2752353 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Willis Texas Aviv, L.L.C. | DE | 37-1522942 | 100% | Aviv Financing I, L.L.C. (100%) | None. | |||||
| Yuba Aviv, L.L.C. | DE | 11-3750228 | 100% | Aviv Financing I, L.L.C. (100%) | None. |
[Organizational Chart Follows]
Aviv
Financing I, L.L.C.
Financing I, L.L.C.
each listed
entity owned 100%
entity owned 100%
Alamogordo Aviv, L.L.C.
Arma Yates, L.L.C.
Aviv Liberty, L.L.C.
Avon Ohio, L.L.C.
Benton Harbor, L.L.C.
California Aviv Two, L.L.C.
California Aviv, L.L.C.
Chenal Arkansas, L.L.C.
Chippewa Valley, L.L.C.
Clayton Associates, L.L.C.
Columbia View Associates, L.L.C.
Columbus Texas Aviv, L.L.C.
Columbus Western Avenue, L.L.C.
Commerce Nursing Homes, L.L.C.
Denison Texas, L.L.C.
Falfurrias Texas, L.L.C.
Florence Heights Associates, L.L.C.
Freewater Oregon, L.L.C.
Fullerton California, L.L.C.
Great Bend Property, L.L.C.
Heritage Monterey Associates, L.L.C.
Highland Leasehold, L.L.C.
Hobbs Associates, L.L.C.
Hot Springs Aviv, L.L.C.
Houston Texas Aviv, L.L.C.
Hutchinson Kansas, L.L.C.
Manor Associates, L.L.C.
Massachusetts Nursing Homes, L.L.C.
Missouri Regency Associates, L.L.C.
Mt. Vernon Texas, L.L.C.
N.M. Bloomfield Three Plus One Limited Company
N.M. Espanola Three Plus One Limited Company
N.M. Lordsburg Three Plus One Limited Company
N.M. Silver City Three Plus One Limited Company
Omaha Associates, L.L.C.
Orange ALF Property, L.L.C
Peabody Associates, L.L.C.
Raton Property Limited Company
Red Rocks, L.L.C.
Riverside Nursing Home Associates, L.L.C.
Santa Ana-Bartlett, L.L.C.
Savoy/Bonham Venture, L.L.C.
Skyview Associates, L.L.C.
Tujunga, L.L.C.
VRB Aviv, L.L.C.
Washington-Oregon Associates, L.L.C.
Wheeler Healthcare Associates, L.L.C.
Willis Texas Aviv, L.L.C.
Yuba Aviv, L.L.C.
SHEET 2
SCHEDULE 5.12
REAL PROPERTY ASSET MATTERS
REAL PROPERTY ASSET MATTERS
| Part I | Real Property Assets | |
| Part II | Delinquent Tenants | |
| Part III | Material Sub-Leases |
SCHEDULE 5.12
PART I — REAL PROPERTY ASSETS
PART I — REAL PROPERTY ASSETS
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 1 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 2 | 1208 Highway 7 North, Hot Springs, AR | Hot Springs Aviv, L.L.C. | 1. Lease dated 3/26/08 2. First Amendment to Lease dated 11/5/08 3. Second Amendment to Lease dated 1/5/09 4. Third Amendment to Lease dated 11/18/09 5. Unconditional Guaranty of Lease dated 3/26/08 | Fountain Properties, LLC | 2/28/2038 | N/A | ||||||
| 3 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 4 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 5 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 6 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 7 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 8 | #3 Chenal Heights Drive, Little Rock, AR | Chenal Arkansas, L.L.C. | 1. Lease dated 12/29/05 2. First Amendment to Lease dated 6/29/06 3. Second Amendment to Lease dated 2/7/08 4. Third Amendment to Lease dated 4/14/08 5. Fourth Amendment to Lease dated 11/5/08 6. Fifth Amendment to Lease dated 1/5/09 7. Sixth Amendment to Lease dated 11/18/09 8. Unconditional Guaranty of Lease dated 12/29/05 9. Seventh Amendment to Lease dated 12/20/2010 | Chenal Health, LLC dba Chenal Heights Nursing and Rehab | 2/28/2018 | N/A | ||||||
| 9 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 10 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 11 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 12 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 13 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 14 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 15 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 16 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 17 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 18 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 19 | N/A | N/A | N/A | N/A | N/A | N/A |
| 1 | HUD Subsidiaries are noted with an asterisk. | |
| 2 | Unless otherwise noted, the address of Eligible Tenant is the Real Property Asset Address. |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 20 | 1000 Executive Parkway, Oroville, CA | California Aviv, L.L.C. | 1. Master Lease dated 7/22/08 2. First Amendment to Master Lease dated 4/21/09 3. Side Letter to Master Lease dated 6/11/09 4. Letter Agreement to Master Lease dated 4/29/2010 5. Second Amendment to Master Lease dated 4/29/2010 6. Unconditional Guaranty of Lease dated 7/22/08 7. Third Amendment to Master Lease dated 9/29/2010 | AB12 Master Tenant, L.L.C. | 8/31/2018 | N/A | ||||||
| 21 | 1200 Springfield Avenue, Chico, CA | California Aviv, L.L.C. | 1. Master Lease dated 7/22/08 2. First Amendment to Master Lease dated 4/21/09 3. Side Letter to Master Lease dated 6/11/09 4. Letter Agreement to Master Lease dated 4/29/2010 5. Second Amendment to Master Lease dated 4/29/2010 6. Unconditional Guaranty of Lease dated 7/22/08 7. Third Amendment to Master Lease dated 9/29/2010 | AB12 Master Tenant, L.L.C. | 8/31/2018 | N/A | ||||||
| 22 | 6212 Tudor Way, Bakersfield, CA | California Aviv, L.L.C. | 1. Master Lease dated 7/22/08 2. First Amendment to Master Lease dated 4/21/09 3. Side Letter to Master Lease dated 6/11/09 4. Letter Agreement to Master Lease dated 4/29/2010 5. Second Amendment to Master Lease dated 4/29/2010 6. Unconditional Guaranty of Lease dated 7/22/08 7. Third Amendment to Master Lease dated 9/29/2010 | AB12 Master Tenant, L.L.C. | 8/31/2018 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 23 | 323 Campus Drive, Arvin, CA | California Aviv, L.L.C. | 1. Master Lease dated 7/22/08 2. First Amendment to Master Lease dated 4/21/09 3. Side Letter to Master Lease dated 6/11/09 4. Letter Agreement to Master Lease dated 4/29/2010 5. Second Amendment to Master Lease dated 4/29/2010 6. Unconditional Guaranty of Lease dated 7/22/08 7. Third Amendment to Master Lease dated 9/29/2010 | AB12 Master Tenant, L.L.C. | 8/31/2018 | N/A | ||||||
| 24 | 1291 Craig Avenue, Lakeport, CA | California Aviv, L.L.C. | 1. Master Lease dated 7/22/08 2. First Amendment to Master Lease dated 4/21/09 3. Side Letter to Master Lease dated 6/11/09 4. Letter Agreement to Master Lease dated 4/29/2010 5. Second Amendment to Master Lease dated 4/29/2010 6. Unconditional Guaranty of Lease dated 7/22/08 7. Third Amendment to Master Lease dated 9/29/2010 | AB12 Master Tenant, L.L.C. | 8/31/2018 | N/A | ||||||
| 25 | 610 N Garfield Ave, Monterey Park, CA | Heritage Monterey Associates, L.L.C.* | 1. Lease dated 10/30/95 2. First Amendment to Lease dated 12/20/95 3. Second Amendment to Lease dated 1/11/96 4. Third Amendment to Lease dated 9/4/96 5. Fourth Amendment to Lease dated 12/11/01 6. Fifth Amendment to Lease dated 2/1/02 7. Sixth Amendment to Lease dated 12/31/03 8. Seventh Amendment to Lease Agreement dated 3/3/08 9. Eighth Amendment to Lease dated 12/9/08 10. Continuing Guarantee dated 11/95 11. Ninth Amendment to Lease dated 10/26/2010 | Heritage Manor Healthcare, LLC | 1/31/2026 | N/A | ||||||
| 26 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 27 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 28 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 29 | N/A | N/A | N/A | N/A | N/A | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 30 | 7660 Wyngate St, Tujunga, CA | Tujunga, L.L.C.* | 1. Lease dated 8/31/00 2. First Amendment to Lease dated 2/1/02 3. Second Amendment to Lease dated 11/1/02 4. Third Amendment to Lease dated 12/31/03 5. Fourth Amendment to Lease Agreement dated 3/3/08 6. Fifth Amendment to Lease dated 12/9/08 7. Unconditional Guaranty of Lease dated 8/31/00 8. Sixth Amendment to Lease dated 10/26/2010 | Wyngate Nursing Center | 9/30/2040 | N/A | ||||||
| 31 | 600 E Washington Ave, Santa Ana, CA | Santa Ana-Bartlett, L.L.C.* | 1. Lease dated 2/26/98 2. First Amendment to Lease dated 2/1/02 3. Second Amendment to Lease dated 2/1/03 4. Third Amendment to Lease dated 12/31/03 5. Fourth Amendment to Lease Agreement dated 3/3/08 6. Fifth Amendment to Lease dated 12/9/08 7. Sixth Amendment to Lease dated 1/28/2009 8. Unconditional Guaranty of Lease dated 2/26/98 9. Seventh Amendment to Lease dated 10/26/2010 | Bartlett Care Center, LLC | 4/30/2028 | N/A | ||||||
| 32 | 1819 E. Chapman Ave, Fullerton, CA | Fullerton California L.L.C. | 1. Lease dated 11/28/01 2. First Amendment dated 2/1/02 3. Second Amendment dated 12/31/03 4. Third Amendment to Lease Agreement dated 3/3/08 5. Fourth Amendment to Lease dated 12/9/08 6. Unconditional Guaranty of Lease dated 11/28/01 7. Fifth Amendment to Lease dated 10/26/2010 | Gordon Lane Healthcare, LLC | 11/30/2031 | N/A | ||||||
| 33 | 8171 Magnolia Ave, Riverside, CA | Riverside Nursing Home Associates, L.L.C.* | 1. Lease dated 6/18/98 2. First Amendment to Lease dated 9/6/01 3. Second Amendment to Lease dated 2/1/02 4. Third Amendment to Lease dated 12/31/03 5. Fourth Amendment to Lease Agreement dated 3/3/08 6. Fifth Amendment to Lease dated 12/9/08 7. Unconditional Guaranty of Lease dated 6/16/98 8. Sixth Amendment to Lease dated 10/26/2010 | F & B Healthcare | 5/31/2028 | N/A | ||||||
| 34 | N/A | N/A | N/A | N/A | N/A | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 35 | 15720 Bernardo Center Drive, San Diego, CA | VRB Aviv, L.L.C.* | 1. Lease dated 8/21/96 2. First Amendment to Lease dated 9/30/96 3. Letter of Amendment dated 1/28/97 4. Second Amendment to Lease dated 12/1/98 5. Third Amendment to Lease dated 11/1999 6. Fourth Amendment to Lease dated 4/2002 7. Side Agreement to Lease dated 12/31/03 8. First Amendment to Side Agreement dated 5/11/04 9. Fifth Amendment to Lease dated 12/31/03 10. Second Side Agreement to Lease dated 11/1/07 11. Sixth Amendment to Lease dated 3/3/08 12. Seventh Amendment to Lease dated 12/9/08 13. Unconditional Guaranty of Lease dated 8/21/96 14. Eighth Amendment to Lease dated 10/26/2010 | Villa Rancho Bernardo Health Care, LLC | 9/30/2026 | N/A | ||||||
| 36 | 2586 Buthmann Avenue, Tracy, CA | California Aviv, L.L.C. | 1. Master Lease dated 7/22/08 2. First Amendment to Master Lease dated 4/21/09 3. Side Letter to Master Lease dated 6/11/09 4. Letter Agreement to Master Lease dated 4/29/2010 5. Second Amendment to Master Lease dated 4/29/2010 6. Unconditional Guaranty of Lease dated 7/22/08 7. Third Amendment to Master Lease dated 9/29/2010 | AB12 Master Tenant, L.L.C. | 8/31/2018 | N/A | ||||||
| 37 | 300 Douglas Street, Petaluma, CA | California Aviv Two, L.L.C. | 1. Master Lease dated 4/21/2009 2. Side Letter to Master Lease dated 6/11/09 3. Letter Agreement to Master Lease dated 4/29/2010 4. First Amendment to Master Lease dated 4/29/2010 5. Amended and Restated Unconditional Guaranty of Lease dated 4/21/09 6. Second Amendment to Master Lease dated 9/29/2010 | AB12 Master Tenant, L.L.C. | 8/31/2018 | N/A | ||||||
| 38 | N/A | SOLD — See Schedule 5.01(b) | N/A | N/A | N/A | N/A | ||||||
| 39 | N/A | SOLD — See Schedule 5.01(b) | N/A | N/A | N/A | N/A | ||||||
| 40 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 41 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 42 | N/A | N/A | N/A | N/A | N/A | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 43 | 640 Filer Ave. W, Twin Falls, ID (604 and 650 Filer Avenue West, per Assessor) | Skyview Associates, L.L.C. | 1. Lease dated 8/1/87 2. Agreement to Amend Lease dated 9/1987 3. Lease Assignment and Assumption dated 1/1/96 4. First Amendment to Lease dated 1/1/96 5. Second Amendment to Lease dated 6/20/00 6. Third Amendment to Lease dated 10/18/06 7. Unconditional Guaranty of Lease dated 1/1/96 8. Fourth Amendment to Lease Agreement dated 10/29/2010 9. Unconditional Guaranty of Lease dated 10/29/2010 | SunBridge Healthcare Corporation | 12/31/2020 | N/A | ||||||
| 44 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 45 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 46 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 47 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 48 | 1450 26th St, Highland, IL | Highland Leasehold, L.L.C. | 1. Sublease dated 5/1/92 2. First Amendment to Sublease dated 11/30/95 3. Assignment and Assumption of Sublease and Consent to Assignment dated 4/1/97 4. Second Amendment to Sublease dated 1/1/05 5. Assignment and Assumption of Lease Documents dated 6/30/05 6. Unconditional Guaranty of SubLease dated 4/1/97 | Covenant Care Midwest, Inc. | 12/31/2015 | N/A | ||||||
| 49 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 50 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 51 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 52 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 53 | 500 Peabody Ave, Peabody, KS | Peabody Associates, L.L.C. | 1. Lease dated 5/1/97 2. First Amendment to Lease dated 10/23/06 3. Second Amendment to Lease dated 8/28/2009 4. Unconditional Guaranty of Lease dated 5/1/97 | Markleysburg Healthcare Investors, L.P. | 6/30/2015 | N/A | ||||||
| 54 | 1601 North Main, McPherson, KS | Hutchinson Kansas, L.L.C. | 1. Master Lease dated 11/26/08 2. First Amendment to Master Lease dated 5/4/2010 3. Unconditional Guaranty of Master Lease dated 11/26/08 4. Second Amendment to Lease dated 11/30/2010 | McPherson Care Center, LLC | 12/31/2018 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 55 | 2301 N. Severance St, Hutchinson, KS | Hutchinson Kansas, L.L.C. | 1. Master Lease dated 11/26/08 2. First Amendment to Master Lease dated 5/4/2010 3. Unconditional Guaranty of Master Lease dated 11/26/08 4. Second Amendment to Lease dated 11/30/2010 | Hutchinson Care Center, LLC | 12/31/2018 | N/A | ||||||
| 56 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 57 | 547 Highland Ave, Fall River, MA | Massachusetts Nursing Homes, L.L.C. | 1. Lease dated 12/6/93 2. First Amendment dated 12/6/93 3. Agreement with Respect to and Second Amendment to Lease dated 9/1/95 4. Third Amendment to Lease 9/1/95 5. Fourth Amendment to Lease dated 2/15/96 6. Fifth Amendment to Lease dated 6/20/00 7. Sixth Amendment to Lease dated 6/30/02 8. Seventh Amendment to Lease dated 9/30/03 9. Eighth Amendment to Lease dated 1/1/06 10. Ninth Amendment to Lease dated 10/1/07 11. Tenth Amendment to Lease dated 8/12/2009 12. Eleventh Amendment to Lease dated 10/08/2009 13. Guaranty of Lease dated 12/6/93 14. Twelfth Amendment to Lease Agreement dated 10/29/2010 15. Unconditional Guaranty of Lease dated 10/29/2010 | SunBridge Healthcare Corporation | 12/31/2020 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 58 | 281 Broadway, Methuen, MA | Massachusetts Nursing Homes, L.L.C. | 1. Lease dated 12/6/93 2. First Amendment dated 12/6/93 3. Agreement with Respect to and Second Amendment to Lease dated 9/1/95 4. Third Amendment to Lease 9/1/95 5. Fourth Amendment to Lease dated 2/15/96 6. Fifth Amendment to Lease dated 6/20/00 7. Sixth Amendment to Lease dated 6/30/02 8. Seventh Amendment to Lease dated 9/30/03 9. Eighth Amendment to Lease dated 1/1/06 10. Ninth Amendment to Lease dated 10/1/07 11. Tenth Amendment to Lease dated 8/12/2009 12. Eleventh Amendment to Lease dated 10/08/2009 13. Guaranty of Lease dated 12/6/93 14. Twelfth Amendment to Lease Agreement dated 10/29/2010 15. Unconditional Guaranty of Lease dated 10/29/2010 | SunBridge Healthcare Corporation | 12/31/2020 | N/A | ||||||
| 59 | 555 S Union St, Lawrence, MA | Massachusetts Nursing Homes, L.L.C. | 1. Lease dated 12/6/93 2. First Amendment dated 12/6/93 3. Agreement with Respect to and Second Amendment to Lease dated 9/1/95 4. Third Amendment to Lease 9/1/95 5. Fourth Amendment to Lease dated 2/15/96 6. Fifth Amendment to Lease dated 6/20/00 7. Sixth Amendment to Lease dated 6/30/02 8. Seventh Amendment to Lease dated 9/30/03 9. Eighth Amendment to Lease dated 1/1/06 10. Ninth Amendment to Lease dated 10/1/07 11. Tenth Amendment to Lease dated 8/12/2009 12. Eleventh Amendment to Lease dated 10/08/2009 13. Guaranty of Lease dated 12/6/93 14. Twelfth Amendment to Lease Agreement dated 10/29/2010 15. Unconditional Guaranty of Lease dated 10/29/2010 | SunBridge Healthcare Corporation | 12/31/2020 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 60 | 800 Essex St, Lawrence, MA | Massachusetts Nursing Homes, L.L.C. | 1. Lease dated 12/6/93 2. First Amendment dated 12/6/93 3. Agreement with Respect to and Second Amendment to Lease dated 9/1/95 4. Third Amendment to Lease 9/1/95 5. Fourth Amendment to Lease dated 2/15/96 6. Fifth Amendment to Lease dated 6/20/00 7. Sixth Amendment to Lease dated 6/30/02 8. Seventh Amendment to Lease dated 9/30/03 9. Eighth Amendment to Lease dated 1/1/06 10. Ninth Amendment to Lease dated 10/1/07 11. Tenth Amendment to Lease dated 8/12/2009 12. Eleventh Amendment to Lease dated 10/08/2009 13. Guaranty of Lease dated 12/6/93 14. Twelfth Amendment to Lease Agreement dated 10/29/2010 15. Unconditional Guaranty of Lease dated 10/29/2010 | SunBridge Healthcare Corporation | 12/31/2020 | N/A | ||||||
| 61 | 557 Varnum Ave, Lowell, MA | Massachusetts Nursing Homes, L.L.C. | 1. Lease dated 12/6/93 2. First Amendment dated 12/6/93 3. Agreement with Respect to and Second Amendment to Lease dated 9/1/95 4. Third Amendment to Lease 9/1/95 5. Fourth Amendment to Lease dated 2/15/96 6. Fifth Amendment to Lease dated 6/20/00 7. Sixth Amendment to Lease dated 6/30/02 8. Seventh Amendment to Lease dated 9/30/03 9. Eighth Amendment to Lease dated 1/1/06 10. Ninth Amendment to Lease dated 10/1/07 11. Tenth Amendment to Lease dated 8/12/2009 12. Eleventh Amendment to Lease dated 10/08/2009 13. Guaranty of Lease dated 12/6/93 14. Twelfth Amendment to Lease Agreement dated 10/29/2010 15. Unconditional Guaranty of Lease dated 10/29/2010 | SunBridge Healthcare Corporation | 12/31/2020 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 62 | 134 North St, North Reading, MA | Massachusetts Nursing Homes, L.L.C. | 1. Lease dated 12/6/93 2. First Amendment dated 12/6/93 3. Agreement with Respect to and Second Amendment to Lease dated 9/1/95 4. Third Amendment to Lease 9/1/95 5. Fourth Amendment to Lease dated 2/15/96 6. Fifth Amendment to Lease dated 6/20/00 7. Sixth Amendment to Lease dated 6/30/02 8. Seventh Amendment to Lease dated 9/30/03 9. Eighth Amendment to Lease dated 1/1/06 10. Ninth Amendment to Lease dated 10/1/07 11. Tenth Amendment to Lease dated 8/12/2009 12. Eleventh Amendment to Lease dated 10/08/2009 13. Guaranty of Lease dated 12/6/93 14. Twelfth Amendment to Lease Agreement dated 10/29/2010 15. Unconditional Guaranty of Lease dated 10/29/2010 | SunBridge Healthcare Corporation | 12/31/2020 | N/A | ||||||
| 63 | 18 Hammond St, Worcester, MA | Massachusetts Nursing Homes, L.L.C. | 1. Lease dated 12/6/93 2. First Amendment dated 12/6/93 3. Agreement with Respect to and Second Amendment to Lease dated 9/1/95 4. Third Amendment to Lease 9/1/95 5. Fourth Amendment to Lease dated 2/15/96 6. Fifth Amendment to Lease dated 6/20/00 7. Sixth Amendment to Lease dated 6/30/02 8. Seventh Amendment to Lease dated 9/30/03 9. Eighth Amendment to Lease dated 1/1/06 10. Ninth Amendment to Lease dated 10/1/07 11. Tenth Amendment to Lease dated 8/12/2009 12. Eleventh Amendment to Lease dated 10/08/2009 13. Guaranty of Lease dated 12/6/93 14. Twelfth Amendment to Lease Agreement dated 10/29/2010 15. Unconditional Guaranty of Lease dated 10/29/2010 | SunBridge Healthcare Corporation | 12/31/2020 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 64 | 81 Chatham St, Worcester, MA | Massachusetts Nursing Homes, L.L.C. | 1. Lease dated 12/6/93 2. First Amendment dated 12/6/93 3. Agreement with Respect to and Second Amendment to Lease dated 9/1/95 4. Third Amendment to Lease 9/1/95 5. Fourth Amendment to Lease dated 2/15/96 6. Fifth Amendment to Lease dated 6/20/00 7. Sixth Amendment to Lease dated 6/30/02 8. Seventh Amendment to Lease dated 9/30/03 9. Eighth Amendment to Lease dated 1/1/06 10. Ninth Amendment to Lease dated 10/1/07 11. Tenth Amendment to Lease dated 8/12/2009 12. Eleventh Amendment to Lease dated 10/08/2009 13. Guaranty of Lease dated 12/6/93 14. Twelfth Amendment to Lease Agreement dated 10/29/2010 15. Unconditional Guaranty of Lease dated 10/29/2010 | SunBridge Healthcare Corporation | 12/31/2020 | N/A | ||||||
| 65 | 3 Pine St, Oxford, MA | Massachusetts Nursing Homes, L.L.C. | 1. Lease dated 12/6/93 2. First Amendment dated 12/6/93 3. Agreement with Respect to and Second Amendment to Lease dated 9/1/95 4. Third Amendment to Lease 9/1/95 5. Fourth Amendment to Lease dated 2/15/96 6. Fifth Amendment to Lease dated 6/20/00 7. Sixth Amendment to Lease dated 6/30/02 8. Seventh Amendment to Lease dated 9/30/03 9. Eighth Amendment to Lease dated 1/1/06 10. Ninth Amendment to Lease dated 10/1/07 11. Tenth Amendment to Lease dated 8/12/2009 12. Eleventh Amendment to Lease dated 10/08/2009 13. Guaranty of Lease dated 12/6/93 14. Twelfth Amendment to Lease Agreement dated 10/29/2010 15. Unconditional Guaranty of Lease dated 10/29/2010 | SunBridge Healthcare Corporation | 12/31/2020 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 66 | 1385 E Empire Ave, Benton Harbor, MI | Benton Harbor, L.L.C. | 1. Lease Dated 9/5/02 2. First Amendment to Lease dated 9/13/02 3. Second Amendment to Lease dated 12/17/02 4. Third Amendment to Lease dated 1/15/03 5. Fourth Amendment to Lease dated 10/1/04 6. Fifth Amendment to Lease dated 5/20/2010 7. Sixth Amendment to Lease dated 2/10/2011 8. Unconditional Guaranty of Lease dated 7/27/04 9. Unconditional Guaranty of Lease dated 9/5/02 | Northpoint Senior Services, LLC | 9/30/2013 | N/A | ||||||
| 67 | 120 Baseline Road, South Haven, MI | Chippewa Valley, L.L.C. | 1. Lease Agreement dated 2/6/96 2. Assignment and Assumption of Lease dated 5/30/97 3. Assignment and Assumption of Lease dated 5/1/00 4. First Amendment to Lease dated 10/21/05 5. Unconditional Guaranty of Lease dated 5/1/00 6. Second Amendment to Lease Agreement dated 11/01/2010 | CCG-Countryside, LLC | 4/30/2016 | N/A | ||||||
| 68 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 69 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 70 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 71 | 410 W. Benton, Monett, MO | Missouri Regency Associates, L.L.C. | 1. Master Lease dated 5/7/2010 2. First Amendment to Master Lease dated 7/26/2010 3. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010 4. Unconditional Guaranty of Master Lease dated 5/7/10 5. Second Amendment to Master Lease dated 10/1/2010 6. Second Amendment to Master Lease dated 12/1/2010 | Benchmark West Missouri Healthcare, LLC | 6/30/2020 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 72 | 307 E South St, Harrisonville, MO | Missouri Regency Associates, L.L.C. | 1. Master Lease dated 5/7/2010 2. First Amendment to Master Lease dated 7/26/2010 3. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010 4. Unconditional Guaranty of Master Lease dated 5/7/10 5. Second Amendment to Master Lease dated 10/1/2010 6. Second Amendment to Master Lease dated 12/1/2010 | Benchmark West Missouri Healthcare, LLC | 6/30/2020 | N/A | ||||||
| 73 | 2203 East Mechanic, Harrisonville, MO | Missouri Regency Associates, L.L.C. | 1. Master Lease dated 5/7/2010 2. First Amendment to Master Lease dated 7/26/2010 3. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010 4. Unconditional Guaranty of Master Lease dated 5/7/10 5. Second Amendment to Master Lease dated 10/1/2010 6. Second Amendment to Master Lease dated 12/1/2010 | Benchmark West Missouri Healthcare, LLC | 6/30/2020 | N/A | ||||||
| 74 | 6124 Raytown Rd, Raytown, MO | Missouri Regency Associates, L.L.C. | 1. Master Lease dated 5/7/2010 2. First Amendment to Master Lease dated 7/26/2010 3. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010 4. Unconditional Guaranty of Master Lease dated 5/7/10 5. Second Amendment to Master Lease dated 10/1/2010 6. Second Amendment to Master Lease dated 12/1/2010 | Benchmark West Missouri Healthcare, LLC | 6/30/2020 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 75 | 1501 Southwest Third St, Lee’s Summit, MO | Missouri Regency Associates, L.L.C. | 1. Master Lease dated 5/7/2010 2. First Amendment to Master Lease dated 7/26/2010 3. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010 4. Unconditional Guaranty of Master Lease dated 5/7/10 4. Unconditional Guaranty of Master Lease dated 5/7/10 5. Second Amendment to Master Lease dated 10/1/2010 6. Second Amendment to Master Lease dated 12/1/2010 | Benchmark West Missouri Healthcare, LLC | 6/30/2020 | N/A | ||||||
| 76 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 77 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 78 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 79 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 80 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 81 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 82 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 83 | 3110 Scott Circle, Omaha, NE | Florence Heights Associates, L.L.C. | 1. Lease dated 9/12/2008 2. First Amendment to Lease dated 8/16/2010 3. Unconditional Guaranty of Lease dated 9/12/08 4. Lease and Loan Document Modification dated 9/21/2010 | LTC Healthcare at Florence, Inc. | 9/30/2018 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 84 | 7410 Mercy Rd, Omaha, NE | Omaha Associates, L.L.C. | 1. Lease Agreement dated 10/1/89 2. Addendum to Lease Agreement dated 10/1/89 3. Second Addendum to Lease Agreement dated 11/1/89 4. Assignment and Assumption of Lease and Landlord’s Consent dated 6/30/90 5. Memorandum of Lease and Purchase Option dated 11/30/95 6. First Amendment to Lease Agreement dated 11/30/95 7. Second Amendment to Lease Agreement dated 10/30/96 8. Assignment and Assumption of Lease, Consent to Assignment and Assumption and Amendment to Lease dated 4/1/97 9. Unconditional Guaranty of Lease dated 4/1/97 10. Corrective Memorandum of Lease and Purchase Option dated 4/28/97 11. Third Amendment to Lease Agreement dated 5/20/05 12. Fourth Amendment to Lease Agreement dated 7/13/07 13. Fifth Amendment to Lease Agreement dated 6/2/08 14. Sixth Amendment to Lease dated 4/1/09 15. Seventh Amendment to Lease dated 4/26/2010 16. Eighth Amendment to Lease dated 8/28/2010 17. Unconditional Guaranty of Lease dated 4/1/97 | Covenant Care Midwest, Inc. | 12/31/2015 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 85 | 1660 Hospital Dr, Raton, NM | Raton Property Limited Company | 1. Lease dated 11/26/96 2. Consent to Assignment and Assumption of Lease dated 9/1/03 3. Assignment and Assumption of Lease dated 9/1/03 4. Payment Agreement dated 9/28/05 5. Consent to Assignment and Assumption of Lease dated 4/1/07 6. Assignment and Assumption of Lease dated 4/1/07 7. Agreement dated 4/1/07 8. Amendment to Lease dated 4/1/07 9. Second Amendment to Lease dated 10/31/07 10. Third Amendment to Lease dated 12/29/2009 11. Unconditional Guaranty of Lease dated 4/1/07 12. Unconditional Guaranty of Lease dated 4/1/07 | Raton Nursing Operations, LLC, dba Raton Nursing & Rehab Center | 9/30/2021 | N/A | ||||||
| 86 | 3514 Fowler Ave, Silver City, NM | N.M. Silver City Three Plus One Limited Company | 1. Sub-Lease Agreement dated 2/24/95 2. Assignment dated 3/1/95 3. First Amendment to Sub-Lease dated 12/23/96 4. Assignment and Assumption of Real Property Lease dated 12/31/97 5. Amendment to Lease dated 12/1/01 6. Consent to Assignment and Assumption of Lease dated 9/1/03 7. Assignment and Assumption of Lease dated 9/1/03 8. Payment Agreement dated 9/28/05 9. Consent to Assignment and Assumption of Lease dated 4/1/07 10. Assignment and Assumption of Lease dated 4/1/07 11. Agreement dated 4/1/07 12. Amendment to Lease dated 4/1/07 13. Second Amendment to Lease dated 12/29/2009 14. Unconditional Guaranty of Lease dated 9/1/03 15. Unconditional Guaranty of Lease dated 4/1/07 16. Unconditional Guaranty of Lease dated 4/1/07 | Silver City Nursing Operations, LLC, dba Silver City Care Center | 9/30/2021 | Lessor County of Grant, New Mexico Termination Date 12/1/2033 Ground Lease 1. Ground Lease dated 12/1/1983 2. Assignment and Assumption of Ground Lease dated “June __, 2005” |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 87 | 603 Hadeco Drive, Lordsburg, NM | N.M. Lordsburg Three Plus One Limited Company | 1. Sub-Lease Agreement dated 2/24/95 2. Assignment dated 3/1/95 3. First Amendment to Sub-Lease dated 12/23/96 4. Assignment and Assumption of Real Property Lease dated 12/31/97 5. Amendment to Lease dated 12/1/01 6. Consent to Assignment and Assumption of Lease dated 9/1/03 7. Assignment and Assumption of Lease dated 9/1/03 8. Payment Agreement dated 9/28/05 9. Consent to Assignment and Assumption of Lease dated 4/1/07 10. Assignment and Assumption of Lease dated 4/1/07 11. Agreement dated 4/1/07 12. Amendment to Lease dated 4/1/07 13. Second Amendment to Lease dated 12/29/2009 14. Unconditional Guaranty of Lease dated 4/1/07 15. Unconditional Guaranty of Lease dated 4/1/07 | Sunshine Haven Nursing Operations LLC, dba Sunshine Haven at Lordsburg | 9/30/2021 | N/A | ||||||
| 88 | 2101 Bensing Rd, Hobbs, NM | Hobbs Associates, L.L.C. | 1. Lease dated 6/2000 2. Personal Property Lease dated 6/2000 3. Assignment and Assumption of Lease dated 8/1/03 4. Amended and Restated Consent to Assignment and Assumption of Lease dated 8/1/03 5. Payment Agreement dated 9/28/05 6. Consent to Assignment and Assumption of Lease dated 4/1/07 7. Assignment and Assumption of Lease dated 4/1/07 8. Agreement dated 4/1/07 9. Amendment to Lease dated 4/1/07 10. Second Amendment to Lease dated 12/29/2009 11. Unconditional Guaranty of Lease dated 4/1/07 12. Unconditional Guaranty of Lease dated 4/1/07 | Country Cottage Nursing Operations, LLC, dba Country Cottage Care & Rehab | 9/30/2021 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 89 | 3720 Church Rock Rd, Gallup, NM | Red Rocks, L.L.C. | 1. Lease dated 7/31/92 2. Assignment and Assumption of Lease dated 12/17/97 3. Assignment and Assumption of Real Property Lease dated 12/31/97 4. Consent to Assignment and Assumption of Lease dated 9/1/03 5. Assignment and Assumption of Lease dated 9/1/03 6. Payment Agreement dated 9/28/05 7. Consent to Assignment and Assumption of Lease dated 4/1/07 8. Assignment and Assumption of Lease dated 4/1/07 9. Agreement dated 4/1/07 10. Amendment to Lease dated 4/1/07 11. Second Amendment to Lease dated 10/31/07 12. Third Amendment to Lease dated 12/29/2009 13. Unconditional Guaranty of Lease dated 9/1/03 14. Unconditional Guaranty of Lease dated 4/1/07 15. Unconditional Guaranty of Lease dated 4/1/07 | Red Rocks Nursing Operations, LLC, dba Red Rocks Care Center | 9/30/2021 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 90 | 720 Hacienda St, Espanola, NM | N.M. Espanola Three Plus One Limited Company | 1. Sub-Lease Agreement dated 2/24/95 2. First Amendment to Sub-Lease dated 12/23/96 3. Assignment and Assumption of Real Property Lease dated 12/31/97 4. Amendment to Lease dated 12/1/01 5. Consent to Assignment and Assumption of Lease dated 9/1/03 6. Assignment and Assumption of Lease dated 9/1/03 7. Payment Agreement dated 9/28/05 8. Consent to Assignment and Assumption of Lease dated 4/1/07 9. Assignment and Assumption of Lease dated 4/1/07 10. Agreement dated 4/1/07 11. Amendment to Lease dated 4/1/07 12. Second Amendment to Lease dated 10/25/07 13. Third Amendment to Lease dated 12/29/2009 14. Unconditional Guaranty of Lease dated 9/1/03 15. Unconditional Guaranty of Lease dated 4/1/07 16. Unconditional Guaranty of Lease dated 4/1/07 | Espanola Valley Nursing Operations, LLC, dba Espanola Valley Nursing & Rehab | 9/30/2021 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 91 | 803 Hacienda Ln., Bloomfield, NM | N.M. Bloomfield Three Plus One Limited Company | 1. Sub-Lease Agreement dated 2/24/95 2. First Amendment to Sub-Lease dated 12/23/96 3. Assignment and Assumption of Real Property Lease dated 12/31/97 4. Consent to Assignment and Assumption of Lease dated 9/1/03 5. Assignment and Assumption of Lease dated 9/1/03 6. Payment Agreement dated 9/28/05 7. Consent to Assignment and Assumption of Lease dated 4/1/07 8. Assignment and Assumption of Lease dated 4/1/07 9. Agreement dated 4/1/07 10. Amendment to Lease dated 4/1/07 11. Second Amendment to Lease dated 10/31/07 12. Third Amendment to Lease dated 12/29/2009 13. Unconditional Guaranty of Lease dated 4/1/07 14. Unconditional Guaranty of Lease dated 4/1/07 | Bloomfield Nursing Operations LLC, dba Bloomfield Nursing & Rehab | 9/30/2021 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 92 | 1650 Galisteo St, Santa Fe, NM | Alamogordo Aviv, L.L.C. | 1. Sublease dated January, 1991 2. Amendment to Sublease dated 1/1/91 3. Lease dated 1/1/91 4. First Amendment to Lease dated 7/1/91 5. Second Amendment to Sublease dated 7/1/91 6. Third Amendment to Sublease dated 7/1/91 7. Assignment dated 12/31/97 8. Consent to Assignment dated 9/1/03 9. Assignment and Assumption of Lease 9/1/03 10. Payment Agreement dated 9/28/05 11. Consent to Assignment and Assumption of Lease dated 4/1/07 12. Assignment and Assumption of Lease dated 4/1/07 13. Agreement dated 4/1/07 14. Amendment to Lease dated 4/1/07 15. Second Amendment to Lease dated 10/25/07 16. Third Amendment to Lease dated 5/8/09 17. Fourth Amendment to Lease dated 7/13/2009 18. Fifth Amendment to Lease dated 12/29/2009 19.Unconditional Guaranty of Lease dated 4/1/07 20.Unconditional Guaranty of Lease dated 4/1/07 | Casa Real Nursing Operations, LLC, dba Casa Real | 9/30/2021 | N/A | ||||||
| 93 | 419 Harding St, Clayton, NM | Clayton Associates, L.L.C. | 1. Lease dated 1/10/90 2. Lease Assignment and Transfer of Operations dated 12/30/93 3. Assignment and Assumption of Lease dated 9/1/03 4. Payment Agreement dated 9/28/05 5. Consent to Assignment and Assumption of Lease dated 4/1/07 6. Assignment and Assumption of Lease dated 4/1/07 7. Agreement dated 4/1/07 8. Amendment to Lease dated 4/1/07 9. Second Amendment to Lease dated 10/31/07 10. Third Amendment to Lease dated 12/29/2009 11. Unconditional Guaranty of Lease dated 4/1/07 12. Unconditional Guaranty of Lease dated 4/1/07 | Clayton Nursing Operations, LLC, dba Clayton Nursing & Rehab | 9/30/2021 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 94 | 201 Koontz Lane, Carson City, NV | California Aviv Two, L.L.C. | 1. Master Lease dated 4/21/2009 2. Side Letter to Master Lease dated 6/11/09 3. Letter Agreement to Master Lease dated 4/29/2010 4. First Amendment to Master Lease dated 4/29/2010 5. Amended and Restated Unconditional Guaranty of Lease dated 4/21/09 6. Second Amendment to Master Lease dated 9/29/2010 7. Third Amendment to Master Lease dated 9/29/2010 | AB12 Master Tenant, L.L.C. | 8/31/2018 | N/A | ||||||
| 95 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 96 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 97 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 98 | 32900 Detroit Rd, Avon, OH | Avon Ohio, L.L.C. | 1. Lease dated 2/23/07 2. First Amendment to Lease dated 11/7/07 3. Second Amendment to Lease dated 4/1/08 4. Third Amendment to Lease dated 5/12/08 5. Consent to Sublease Agreement dated 3/19/08 6. Commencement Date Memorandum (relates to Sublease) dated 6/17/08 7. Fourth Amendment to Lease dated 8/19/2008 8. Fifth Amendment to Lease dated 4/1/2010 9. Unconditional Guaranty of Lease dated 2/23/07 | Good Samaritan Health Group, Inc. | 3/31/2017 | N/A | ||||||
| 99 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 100 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 101 | 120 Elzora St, Milton-Freewater, OR (104 Elzora Street per Assessor) | Freewater Oregon, L.L.C. | 1. Lease dated 10/25/06 2. First Amendment to Lease dated 8/1/08 3. Second Amendment to Lease dated 4/30/09 4. Unconditional Guaranty of Lease dated 10/25/06 | Evergreen Oregon Healthcare Orchards Rehabilitation, L.L.C. | 10/31/2016 | N/A | ||||||
| 102 | 1010 NE Third, Milton-Freewater, OR | Freewater Oregon, L.L.C. | 1. Lease dated 10/25/06 2. First Amendment to Lease dated 8/1/08 3. Second Amendment to Lease dated 4/30/09 4. Unconditional Guaranty of Lease dated 10/25/06 | Evergreen Oregon Healthcare Orchards Retirement, L.L.C. | 10/31/2016 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 103 | 91 Aries Lane, La Grande, OR | California Aviv, L.L.C. | 1. Master Lease dated 7/22/08 2. First Amendment to Master Lease dated 4/21/09 3. Side Letter to Master Lease dated 6/11/09 4. Letter Agreement to Master Lease dated 4/29/2010 5. Second Amendment to Master Lease dated 4/29/2010 6. Unconditional Guaranty of Lease dated 7/22/08 7. Third Amendment to Master Lease dated 9/29/2010 | AB12 Master Tenant, L.L.C. | 8/31/2018 | N/A | ||||||
| 104 | 103 Adams Ave, La Grande, OR | Washington-Oregon Associates, L.L.C. | 1. Lease dated 2/11/98 2. First Amendment dated 12/17/03 3. Second Amendment to Lease dated 10/25/06 4. Third Amendment to Lease dated 11/15/07 5. Fourth Amendment to Lease dated 8/1/08 6. Fifth Amendment to Lease dated 4/30/09 7. Sixth Amendment to Lease dated 7/15/09 8. Unconditional Guaranty of Lease dated 2/11/98 | Evergreen Oregon Healthcare Valley View, LLC | 2/28/2015 | N/A | ||||||
| 105 | 1023 W 25th St, The Dalles, OR | Washington-Oregon Associates, L.L.C. | 1. Lease dated 2/11/98 2. First Amendment dated 12/17/03 3. Second Amendment to Lease dated 10/25/06 4. Third Amendment to Lease dated 11/15/07 5. Fourth Amendment to Lease dated 8/1/08 6. Fifth Amendment to Lease dated 4/30/09 7. Unconditional Guaranty of Lease dated 2/11/98 | Evergreen Oregon Healthcare Valley Vista, LLC | 2/28/2015 | N/A | ||||||
| 106 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 107 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 108 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 109 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 110 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 111 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 112 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 113 | 1301 South Terrell Street, Falfurrias, TX | Falfurrias Texas, L.L.C. | 1. Lease dated 5/31/06 2. First Amendment to Lease dated 7/15/09 3. Letter dated 4/21/2010 exercising 5-year extension option 4. Unconditional Guaranty of Lease dated 5/31/06 5. Second Amendment to Lease dated 11/30/2010 | Falfurrias Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 114 | 101 Miller Dr, Brownwood, TX | Manor Associates, L.L.C. | 1. Lease dated 8/1/03 2. First Amendment to Lease dated 5/31/06 3. Second Amendment to Lease dated 7/15/09 4. Letter dated 4/21/2010 exercising 5-year extension option 5. Unconditional Guaranty of Lease dated 8/1/03 6. Third Amendment to Lease dated 11/30/2010 | Brownwood Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 115 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 116 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 117 | 103 Sweetbriar Lane, Columbus, TX | Columbus Texas Aviv, L.L.C. | 1. Lease dated 5/31/06 2. Letter dated 4/21/2010 exercising 5-year extension option 3. Unconditional Guaranty of Lease dated 5/31/06 4. First Amendment to Lease dated 11/30/2010 | Columbus Nursing and Rehabilitation, LP | 5/31/2021 | N/A | ||||||
| 118 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 119 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 120 | 619 N Britain Rd, Irving, TX | Manor Associates, L.L.C. | 1. Lease dated 8/1/03 2. First Amendment to Lease dated 5/31/06 3. Letter dated 4/21/2010 exercising 5-year extension option 4. Unconditional Guaranty of Lease dated 8/1/03 5. Second Amendment to Lease dated 11/30/2010 | Irving Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 121 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 122 | 110 W. Hwy 64, Cooper, TX | Commerce Nursing Homes, L.L.C. | 1. Lease dated 8/1/03 2. First Amendment to Lease dated 5/31/06 3. Second Amendment to Lease dated 7/15/09 4. Letter dated 4/21/2010 exercising 5-year extension option 5. Unconditional Guaranty of Lease dated 8/1/03 6. Third Amendment to Lease dated 11/30/2010 | Birchwood Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 123 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 124 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 125 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 126 | 901 Seven Oaks Rd, Bonham, TX | Savoy/Bonham Venture, L.L.C. | 1. Lease dated 8/1/03 2. First Amendment to Lease dated 5/31/06 3. Second Amendment to Lease dated 7/15/09 4. Letter dated 4/21/2010 exercising 5-year extension option 5. Unconditional Guaranty of Lease dated 8/1/03 6. Third Amendment to Lease dated 11/30/2010 | Seven Oaks Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 127 | 424 US Hwy 67 West, Mount Vernon, TX | Mt. Vernon Texas, L.L.C. | 1. Lease dated 5/31/06 2. First Amendment to Lease dated 7/15/09 3. Letter dated 4/21/2010 exercising 5-year extension option 4. Unconditional Guaranty of Lease dated 5/31/06 5. Second Amendment to Lease dated 11/30/2010 | Terry Haven Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 128 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 129 | 601 E Hwy 69, Denison, TX | Denison Texas, L.L.C. | 1. Lease dated 5/31/06 2. First Amendment to Lease dated 7/15/09 3. Letter dated 4/21/2010 exercising 5-year extension option 4. Unconditional Guaranty of Lease dated 5/31/06 5. Second Amendment to Lease dated 11/30/2010 | Denison Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 130 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 131 | 4225 Denmark, Houston, TX | Houston Texas Aviv, L.L.C. | 1. Lease dated 5/31/06 2. Letter dated 4/21/2010 exercising 5-year extension option 3. Unconditional Guaranty of Lease dated 5/31/06 4. First Amendment to Lease dated 11/30/2010 | Houston Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 132 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 133 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 134 | 300 W Crockett, Wolfe City, TX | Commerce Nursing Homes, L.L.C. | 1. Lease dated 8/1/03 2. First Amendment to Lease dated 5/31/06 3. Second Amendment to Lease dated 7/15/09 4. Letter dated 4/21/2010 exercising 5-year extension option 5. Unconditional Guaranty of Lease dated 8/1/03 6. Third Amendment to Lease dated 11/30/2010 | Smith Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 135 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 136 | 310 E Lawrence St, Dayton, TX | Aviv Liberty, L.L.C. | 1. Lease dated 8/1/03 2. First Amendment to Lease dated 5/31/06 3. Second Amendment to Lease dated 7/15/09 4. Letter dated 4/21/2010 exercising 5-year extension option 5. Unconditional Guaranty of Lease dated 8/1/03 6. Third Amendment to Lease dated 11/30/2010 | Heritage Villa Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 137 | N/A | N/A | N/A | N/A | N/A | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 138 | 3000 N Danville Rd, Willis, TX | Willis Texas Aviv, L.L.C. | 1. Lease dated 5/31/06 2. First Amendment to Lease dated 7/15/09 3. Letter dated 4/21/2010 exercising 5-year extension option 4. Unconditional Guaranty of Lease dated 5/31/06 5. Second Amendment to Lease dated 11/30/2010 | Willis Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 139 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 140 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 141 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 142 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 143 | 701 Saint Louis Ave, Fort Worth, TX | Aviv Liberty, L.L.C. | 1. Lease dated 8/1/03 2. First Amendment to Lease dated 5/31/06 3. Second Amendment to Lease dated 7/15/09 4. Letter dated 4/21/2010 exercising 5-year extension option 5. Unconditional Guaranty of Lease dated 8/1/03 6. Third Amendment to Lease dated 11/30/2010 | Wellington Oaks Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 144 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 145 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 146 | 1000 S Kiowa St, Wheeler, TX | Wheeler Healthcare Associates, L.L.C. | 1. Lease dated 8/1/03 2. First Amendment to Lease dated 5/31/06 3. Second Amendment to Lease dated 7/15/09 4. Letter dated 4/21/2010 exercising 5-year extension option 5. Unconditional Guaranty of Lease dated 8/1/03 6. Third Amendment to Lease dated 11/30/2010 | Wheeler Nursing and Rehabilitation, L.P. | 5/31/2021 | N/A | ||||||
| 147 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 148 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 149 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 150 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 151 | N/A | N/A | N/A | N/A | N/A | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 152 | 3517 11th Street, Bremerton, WA | California Aviv, L.L.C. | 1. Master Lease dated 7/22/08 2. First Amendment to Master Lease dated 4/21/09 3. Side Letter to Master Lease dated 6/11/09 4. Letter Agreement to Master Lease dated 4/29/2010 5. Second Amendment to Master Lease dated 4/29/2010 6. Unconditional Guaranty of Lease dated 7/22/08 7. Third Amendment to Master Lease dated 9/29/2010 | AB12 Master Tenant, L.L.C. | 8/31/2018 | N/A | ||||||
| 153 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 154 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 155 | 155 Alder Street, Cathlamet, WA | Columbia View Associates, L.L.C. | 1. Lease dated 8/8/02 2. First Amendment dated 9/25/02 3. Second Amendment dated 6/30/02 4. Second Amendment dated 10/31/05 5. Third Amendment dated 1/1/06 6. Fourth Amendment to Lease dated 9/25/09 7. Unconditional Guaranty of Lease dated 8/1/02 | Eagle Healthcare, Inc. | 12/31/2020 | N/A | ||||||
| 156 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 157 | 1150 W Fairview Rd., Colfax, WA (Fairview a/k/a Almota) | Washington-Oregon Associates, L.L.C. | 1. Lease dated 2/11/98 2. Assignment dated 2/11/98 3. First Amendment dated 12/17/03 4. Second Amendment to Lease dated 10/25/06 5. Third Amendment to Lease dated 11/15/07 6. Fourth Amendment to Lease dated 8/1/08 7. Fifth Amendment to Lease dated 4/30/09 8. Sixth Amendment to Lease dated 7/15/09 9. Unconditional Guaranty of Lease dated 2/11/98 10. Unconditional Guaranty of Lease dated 2/11/98 11. Seventh Amendment to Lease dated 10/29/2010 | Evergreen Washington Healthcare Whitman, LLC | 2/28/2015 | N/A | ||||||
| 158 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 159 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 160 | 825 Western Ave, Columbus, WI | Columbus Western Avenue, L.L.C. | 1. Sublease dated 8/7/03 2. Letter Agreement dated 8/7/03 3. Assignment and Assumption of Sublease and Guaranty dated 12/22/04 4. First Amendment to Sublease dated 9/27/06 5. Unconditional Guaranty of SubLease dated 8/7/03 | Heyde Health Systems Columbus, LLC | 7/31/2011 | N/A | ||||||
| 161 | N/A | N/A | N/A | N/A | N/A | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 162 | 1110 Second St, Pepin, WI | Chippewa Valley, L.L.C. | 1. Lease dated 10/30/01 2. First Amendment to Lease dated 1/31/02 3. Second Amendment to Lease dated 2/27/02 4. Third Amendment to Lease dated 3/21/02 5. Fourth Amendment to Lease dated 4/26/02 6. Assignment and Assumption of Lease dated 6/1/02 7. Fifth Amendment to Lease dated 1/1/03 8. Sixth Amendment to Lease dated 4/14/06 9. Unconditional Guaranty of Lease dated 10/30/01 | Heyde Health Systems-Pepin, LLC | 12/31/2012 | N/A | ||||||
| 163 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 164 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 165 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 166 | 170 Oak Grove Ave., Fall River, MA | Massachusetts Nursing Homes, L.L.C. | 1. Lease dated 12/6/93 2. First Amendment dated 12/6/93 3. Agreement with Respect to and Second Amendment to Lease dated 9/1/95 4. Third Amendment to Lease 9/1/95 5. Fourth Amendment to Lease dated 2/15/96 6. Fifth Amendment to Lease dated 6/20/00 7. Sixth Amendment to Lease dated 6/30/02 8. Seventh Amendment to Lease dated 9/30/03 9. Eighth Amendment to Lease dated 1/1/06 10. Ninth Amendment to Lease dated 10/1/07 11. Tenth Amendment to Lease dated 8/12/2009 12. Eleventh Amendment to Lease dated 10/08/2009 13. Guaranty of Lease dated 12/6/93 14. Twelfth Amendment to Lease Agreement dated 10/29/2010 15. Unconditional Guaranty of Lease dated 10/29/2010 | SunBridge Healthcare Corporation | 12/31/2020 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 167 | 205 Elm St, Quincy, MA | Massachusetts Nursing Homes, L.L.C. | 1. Lease dated 12/6/93 2. First Amendment dated 12/6/93 3. Agreement with Respect to and Second Amendment to Lease dated 9/1/95 4. Third Amendment to Lease 9/1/95 5. Fourth Amendment to Lease dated 2/15/96 6. Fifth Amendment to Lease dated 6/20/00 7. Sixth Amendment to Lease dated 6/30/02 8. Seventh Amendment to Lease dated 9/30/03 9. Eighth Amendment to Lease dated 1/1/06 10. Ninth Amendment to Lease dated 10/1/07 11. Tenth Amendment to Lease dated 8/12/2009 12. Eleventh Amendment to Lease dated 10/08/2009 13. Guaranty of Lease dated 12/6/93 14. Twelfth Amendment to Lease Agreement dated 10/29/2010 15. Unconditional Guaranty of Lease dated 10/29/2010 | SunBridge Healthcare Corporation | 12/31/2020 | N/A | ||||||
| 168 | 55 Lowell St, Lawrence, MA | Massachusetts Nursing Homes, L.L.C. | 1. Lease dated 12/6/93 2. First Amendment dated 12/6/93 3. Agreement with Respect to and Second Amendment to Lease dated 9/1/95 4. Third Amendment to Lease 9/1/95 5. Fourth Amendment to Lease dated 2/15/96 6. Fifth Amendment to Lease dated 6/20/00 7. Sixth Amendment to Lease dated 6/30/02 8. Seventh Amendment to Lease dated 9/30/03 9. Eighth Amendment to Lease dated 1/1/06 10. Ninth Amendment to Lease dated 10/1/07 11. Tenth Amendment to Lease dated 8/12/2009 12. Eleventh Amendment to Lease dated 10/08/2009 13. Guaranty of Lease dated 12/6/93 14. Twelfth Amendment to Lease Agreement dated 10/29/2010 15. Unconditional Guaranty of Lease dated 10/29/2010 | SunBridge Healthcare Corporation | 12/31/2020 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 169 | 835 Main St, Worcester, MA | Massachusetts Nursing Homes, L.L.C. | 1. Lease dated 12/6/93 2. First Amendment dated 12/6/93 3. Agreement with Respect to and Second Amendment to Lease dated 9/1/95 4. Third Amendment to Lease 9/1/95 5. Fourth Amendment to Lease dated 2/15/96 6. Fifth Amendment to Lease dated 6/20/00 7. Sixth Amendment to Lease dated 6/30/02 8. Seventh Amendment to Lease dated 9/30/03 9. Eighth Amendment to Lease dated 1/1/06 10. Ninth Amendment to Lease dated 10/1/07 11. Tenth Amendment to Lease dated 8/12/2009 12. Eleventh Amendment to Lease dated 10/08/2009 13. Guaranty of Lease dated 12/6/93 14. Twelfth Amendment to Lease Agreement dated 10/29/2010 15. Unconditional Guaranty of Lease dated 10/29/2010 | SunBridge Healthcare Corporation | 12/31/2020 | N/A | ||||||
| 170 | 2406 Atherholt Road, Lynchburg, VA | Yuba Aviv, L.L.C. | 1. Lease dated 4/29/2010 2. Unconditional Guaranty of Lease dated 4/29/2010 3. First Amendment to Lease dated 8/16/2010 4. Assignment and Assumption Agreement (Purchase and Lease Documents) dated 9/15/2010 5. Lease and Loan Document Modification Agreement dated 9/21/2010 6. Second Amendment to Lease dated 12/17/2010 | HP/Carrington, Inc. | 09/30/2020 | N/A | ||||||
| 171 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 172 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 173 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 174 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 175 | 245 Indian River Road, Orange, CT 06477 | Orange ALF Property, L.L.C. | 1. Lease dated 12/21/2010 2. Unconditional Guaranty of Lease dated 12/21/2010 | Maplewood at Orange, LLC | 12/31/2020 | N/A | ||||||
| 176 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 177 | 1560 K 96 Highway, Great Bend, KS 67530 | Great Bend Property, L.L.C. | 1. Lease dated 12/17/2010 2. Unconditional Guaranty of Lease dated 12/17/2010 | HP/Great Bend, Inc. | 12/31/2020 | N/A | ||||||
| 178 | 605 East Melvin Street, Arma, KS 66712 | Arma Yates, L.L.C. | 1. Master Lease dated 11/19/2010 2. Unconditional Guaranty of Lease dated 11/19/2010 | Arma Care Center, LLC | 12/31/2020 | N/A |
| Facility Operating | ||||||||||||
| Site | Real Property Asset | Lease | ||||||||||
| No. | Address | Borrower/Owner1 | Facility Operating Leases | Eligible Tenant2 | Termination Date | Ground Leases | ||||||
| 179 | 801 South Fry Street, Yates Center, KS 66783 | Arma Yates, L.L.C. | 1. Master Lease dated 11/19/2010 2. Unconditional Guaranty of Lease dated 11/19/2010 | Yates Center Nursing and Rehabilitation, LLC | 12/31/2020 | N/A |
SCHEDULE 5.12
PART III — MATERIAL SUB-LEASES
PART III — MATERIAL SUB-LEASES
| Site | Real Property Asset | Sublease | Subtenant's Rental | |||||||||
| No. | Address | Borrower/Owner | Sublease | Subtenant | Termination Date | Payment Status | ||||||
| 71 | 410 W. Benton, Monett, MO | Missouri Regency Associates, L.L.C. | 1. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010 2. Sublease dated 7/1/2010 | Benchmark Healthcare of Monett, L.L.C., a Missouri limited liability company | 6/30/2020 | Unknown | ||||||
| 72 | 307 E South St, Harrisonville, MO | Missouri Regency Associates, L.L.C. | 1. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010 2. Sublease dated 7/1/2010 | Harrisonville Healthcare, L.L.C., a Missouri limited liability company | 6/30/2020 | Unknown | ||||||
| 73 | 2203 East Mechanic, Harrisonville, MO | Missouri Regency Associates, L.L.C. | 1. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010 2. Sublease dated 7/1/2010 | Benchmark Healthcare of Harrisonville, L.L.C., a Missouri limited liability company | 6/30/2020 | Unknown | ||||||
| 74 | 6124 Raytown Rd, Raytown, MO | Missouri Regency Associates, L.L.C. | 1. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010 2. Sublease dated 7/1/2010 | Benchmark Healthcare of Raytown, L.L.C., a Missouri limited liability company | 6/30/2020 | Unknown | ||||||
| 75 | 1501 Southwest Third St, Lee’s Summit, MO | Missouri Regency Associates, L.L.C. | 1. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010 2. Sublease dated 7/1/2010 | Benchmark Healthcare of Lee’s Summit, L.L.C., a Missouri limited liability company | 6/30/2020 | Unknown | ||||||
| 98 | 32900 Detroit Rd, Avon, OH | Avon Ohio, L.L.C. | 1. Consent to Sublease Agreement dated 3/19/08 2. Sublease dated 3/19/08 3. Commencement Date Memorandum dated 6/17/08 | Community Health Partners Regional Medical Center, an Ohio non-profit corporation | April 1, 2013, with one (1) five-year renewal option | Unknown |
SCHEDULE 5.13
MATERIAL CONTRACTS; CONTRACTS
MATERIAL CONTRACTS; CONTRACTS
None.
SCHEDULE 5.22
PATRIOT ACT INFORMATION
PATRIOT ACT INFORMATION
| Credit Party’s Legal | State of | Chief Executive | Principle Place of | Licensed to do | ||||||||||
| Name | Formation | Office | Business | Business in | Tax ID | Organizational ID | ||||||||
| Aviv Financing I, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | IL/MA | 11-3747125 | 3926720 | ||||||||
| Alamogordo Aviv, L.L.C. | NM | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | State of formation only | 27-0123540 | 2581791 | ||||||||
| Arma Yates, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | KS | 27-3971035 | 4897319 | ||||||||
| Aviv Liberty, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | TX | 36-4572034 | 3943940 | ||||||||
| Avon Ohio, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | OH | 36-4601433 | 4290056 | ||||||||
| Benton Harbor, L.L.C. | IL | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | MI | 36-4204807 | 153133 | ||||||||
| California Aviv Two, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | CA/NV | 26-4117080 | 4648458 | ||||||||
| California Aviv, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | CA/WA/OR | 38-3786697 | 4559434 | ||||||||
| Chenal Arkansas, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | AR | 04-3835270 | 4072263 | ||||||||
| Chippewa Valley, L.L.C. | IL | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | MI/WI | 36-4065826 | 59226 | ||||||||
| Clayton Associates, L.L.C. | NM | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | State of formation only | 36-4572014 | 2566586 | ||||||||
| Columbia View Associates, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | WA | 36-4204809 | 3943978 | ||||||||
| Columbus Texas Aviv, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | TX | 38-3735473 | 4144014 | ||||||||
| Columbus Western Avenue, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | WI | 71-0960205 | 3759584 | ||||||||
| Commerce Nursing Homes, L.L.C. | IL | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | TX | 36-4122632 | 98299 | ||||||||
| Denison Texas, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | TX | 32-0173170 | 4144007 | ||||||||
| Falfurrias Texas, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | TX | 61-1501714 | 4144005 | ||||||||
| Florence Heights Associates, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | NE | 11-3747131 | 3943981 | ||||||||
| Credit Party’s Legal | State of | Chief Executive | Principle Place of | Licensed to do | ||||||||||
| Name | Formation | Office | Business | Business in | Tax ID | Organizational ID | ||||||||
| Freewater Oregon, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | OR | 36-2280966 | 4230116 | ||||||||
| Fullerton California, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | CA | 36-4480527 | 3456727 | ||||||||
| Great Bend Property, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | KS | 27-3971138 | 4897313 | ||||||||
| Heritage Monterey Associates, L.L.C. | IL | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | CA | 36-4056688 | 43958 | ||||||||
| Highland Leasehold, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | IL | 20-2873499 | 3963799 | ||||||||
| Hobbs Associates, L.L.C. | IL | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | NM | 36-4177337 | 131466 | ||||||||
| Hot Springs Aviv, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | AR | 30-0470700 | 4517015 | ||||||||
| Houston Texas Aviv, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | TX | 36-4587739 | 4144011 | ||||||||
| Hutchinson Kansas, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | KS | 51-0559326 | 4060902 | ||||||||
| Manor Associates, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | TX | 36-4572020 | 3945540 | ||||||||
| Massachusetts Nursing Homes, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | MA | 20-2873416 | 3963794 | ||||||||
| Missouri Regency Associates, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | MO | 36-4572031 | 3943944 | ||||||||
| Mt. Vernon Texas, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | TX | 35-2270167 | 4144012 | ||||||||
| N.M. Bloomfield Three Plus One Limited Company | NM | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | State of formation only | 74-2748292 | 1712306 | ||||||||
| N.M. Espanola Three Plus One Limited Company | NM | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | State of formation only | 74-2748289 | 1712314 | ||||||||
| N.M. Lordsburg Three Plus One Limited Company | NM | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | State of formation only | 74-2748286 | 1712322 | ||||||||
| N.M. Silver City Three Plus One Limited Company | NM | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | State of formation only | 74-2748283 | 1712330 | ||||||||
| Omaha Associates, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | NE | 36-4572019 | 3943951 | ||||||||
| Orange ALF Property, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | CT | 27-4083471 | 4901860 | ||||||||
| Credit Party’s Legal | State of | Chief Executive | Principle Place of | Licensed to do | ||||||||||
| Name | Formation | Office | Business | Business in | Tax ID | Organizational ID | ||||||||
| Peabody Associates, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | KS | 36-4572029 | 3943959 | ||||||||
| Raton Property Limited Company | NM | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | State of formation only | 36-4111094 | 1825066 | ||||||||
| Red Rocks, L.L.C. | IL | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | NM | 36-4192351 | 0014930-6 | ||||||||
| Riverside Nursing Home Associates, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | CA | 36-4340184 | 3143588 | ||||||||
| Santa Ana-Bartlett, L.L.C. | IL | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | CA | 36-4212739 | 167649 | ||||||||
| Savoy/Bonham Venture, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | TX | 36-4572026 | 3943973 | ||||||||
| Skyview Associates, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | ID | 36-4572023 | 3943997 | ||||||||
| Tujunga, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | CA | 36-4389732 | 3278294 | ||||||||
| VRB Aviv, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | CA | 76-0802032 | 4058022 | ||||||||
| Washington-Oregon Associates, L.L.C. | IL | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | WA/OR | 36-4192347 | 0013883-5 | ||||||||
| Wheeler Healthcare Associates, L.L.C. | TX | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | State of formation only | 74-2752353 | 7012511-22 | ||||||||
| Willis Texas Aviv, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | TX | 37-1522942 | 4144009 | ||||||||
| Yuba Aviv, L.L.C. | DE | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | 303 West Madison Street, Suite 2400 Chicago, IL 60606 | California | 11-3750228 | 3965009 | ||||||||
SCHEDULE 9.12
ALLOCATED LOAN VALUE
ALLOCATED LOAN VALUE
| Site | Loan Allocation | |||
| 2 | 5,600,957.78 | |||
| 8 | 4,060,694.36 | |||
| 20 | 3,173,876.05 | |||
| 21 | 6,954,522.53 | |||
| 22 | 4,994,187.32 | |||
| 23 | 2,053,684.51 | |||
| 24 | 2,567,105.63 | |||
| 25 | 8,028,039.43 | |||
| 30 | 1,446,914.08 | |||
| 31 | 4,480,766.19 | |||
| 32 | 3,453,923.94 | |||
| 33 | 2,613,780.28 | |||
| 35 | 10,595,145.06 | |||
| 36 | 5,460,933.80 | |||
| 37 | 3,173,876.05 | |||
| 43 | 4,200,718.31 | |||
| 48 | 2,987,177.46 | |||
| 53 | 560,095.77 | |||
| 54 | 2,800,478.87 | |||
| 55 | 1,073,516.90 | |||
| 57 | 513,421.13 | |||
| 58 | 266,045.49 | |||
| 59 | 886,818.31 | |||
| 60 | 840,143.66 | |||
| 61 | 560,095.77 | |||
| 62 | 4,527,440.84 | |||
| 63 | 1,260,215.49 | |||
| 64 | 840,143.66 | |||
| 65 | 840,143.66 | |||
| 66 | 2,473,756.34 | |||
| 67 | 3,640,622.53 | |||
| 71 | 2,520,430.98 | |||
| 72 | 1,446,914.08 | |||
| 73 | 1,306,890.14 | |||
| 74 | 2,753,804.22 | |||
| 75 | 2,380,407.04 | |||
| 83 | 513,421.13 | |||
| 84 | 6,954,522.53 | |||
| 85 | 2,287,057.74 | |||
| 86 | 3,313,900.00 | |||
| 87 | 653,445.07 | |||
| 88 | 840,143.66 | |||
| 89 | 1,820,311.27 | |||
| 90 | 4,014,019.72 | |||
| 91 | 2,800,478.87 | |||
| 92 | 4,387,416.90 | |||
| 93 | 1,353,564.79 | |||
| 94 | 5,974,354.93 | |||
| 98 | 3,080,526.76 | |||
| 101 | 1,913,660.56 | |||
| 102 | 1,493,588.73 | |||
| 103 | 3,640,622.53 | |||
| 104 | 2,333,732.39 | |||
| 105 | 513,421.13 | |||
| 113 | 980,167.60 | |||
| 114 | 2,053,684.51 | |||
| 117 | 242,708.17 | |||
| 120 | 1,960,335.21 | |||
| 122 | 3,640,622.53 | |||
| 126 | 1,073,516.90 | |||
| 127 | 102,684.23 | |||
| 129 | 2,707,129.58 | |||
| 131 | 933,492.96 | |||
| 134 | 1,166,866.20 | |||
| 136 | 1,446,914.08 | |||
| 138 | 2,100,359.15 | |||
| 143 | 3,547,273.24 | |||
| 146 | 1,633,612.67 | |||
| 152 | 560,095.77 | |||
| 155 | 606,770.42 | |||
| 157 | 3,360,574.65 | |||
| 160 | 1,166,866.20 | |||
| 162 | 1,306,890.14 | |||
| 170 | 2,943,663.35 | |||
| 175 | 8,089,899.40 | |||
| 177 | 3,258,028.72 | |||
| 178 | 1,925,641.12 | |||
| 179 | 1,983,993.34 | |||
| Total | 204,017,666.51 | |||