92342-ORCF Amendment to HUD Master Lease (Partial Termination and R

Amendment To HUD Master Lease (Partial Termination And Release) Section 232

U.S. Department of Housing and Urban Development Office of Residential Care Facilities

OMB Approval No. 2502-0605 (exp. 03/31/2018)

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This Amendment to HUD Master Lease (this "Amendment") is made as of      , (the "Effective Date") by and between,      , each a       (collectively, the Borrowers") and,       (each of the Borrowers and individually a "Facility Landlord," and collectively the "Landlord"), as landlord, and,       ("Tenant"), as tenant.

RECITALS:

1. Landlord and Tenant entered into that certain HUD Master Lease dated as of       (the "Original Lease"), as amended, and collectively with the Original Lease and the [note the various amendments] Amendment, (the "Master Lease").

2. Capitalized words and terms used, but not defined, in this Amendment shall have the meanings ascribed thereto in the Master Lease.

3. Each of the Borrowers is obtaining a senior mortgage loan (each, a "Loan" and collectively, the “Loans") from      , which will be (i) secured in part by a Mortgage (as defined below) encumbering the Facility owned by such Borrower (each a “Facility” and collectively, the " Facilities") and (ii) insured by the U.S. Department of Housing and Urban Development ("HUD").

4.       and HUD are requiring the       Facilities to be released from the Master Lease as a condition to the making of the       Loans to the Borrowers.

5. As used herein, "Mortgage" means a mortgage or deed of trust that secures a HUD insured Loan and encumbers a Facility.

6. Landlord and Tenant desire to amend the Master Lease subject to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of these promises and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. RECITALS. The foregoing recitals are true, accurate and are incorporated herein

by reference.

2. AMENDED DEFINITIONS. The Master Lease is hereby amended by changing (i) the definitions of "Facility Landlord" and "Landlord" to mean      , a      ; and (ii) the definition of "Real Property" and "Real Properties" to mean, respectively, the real property described on Exhibits       attached to the Lease.

3. TERMINATION AND RELEASE. As of the Effective Date, Landlord and Tenant terminate the Master Lease with respect to the       Borrowers and       Facilities only, and the Master Lease shall be of no further force or effect with respect to the       Borrowers and       Facilities. Landlord releases and forever discharges Tenant and Tenant's successors and assigns from any and all obligations, duties or liabilities under the Master Lease with respect to the       Facilities, except for: (a) such obligations, duties or liabilities that by the terms of Master Lease survive the expiration or termination of the Master Lease, and (b) such obligations, duties or liabilities incurred by Tenant under the terms of the Master Lease prior to the Effective Date. Tenant releases and forever discharges the       Borrowers and the       Borrower's successors and assigns from any and all obligations, duties or liabilities under the Master Lease with respect to the Facilities, except for: (a) such obligations, duties or liabilities that by the terms of the Master Lease survive the expiration or termination of the Master Lease, and (b) such obligations, duties or liabilities incurred by the       Borrowers under the terms of the Master Lease prior to the Effective Date.

4. LEGAL DESCRIPTIONS. The Master Lease is hereby amended by removing Exhibits       through       attached thereto.

5. FACILITY LANDLORDS AND FACILITIES. The Master Lease is hereby amended by replacing Schedule      , thereto in its entirety with Schedule       attached hereto and made a part hereof.

6. NATURE OF AMENDMENTS. The amendments made to the Master Lease pursuant this Amendment shall constitute the only amendments to be effectuated and all other provisions of the Master Lease not affected hereby shall remain in place as originally constituted and shall be in full force and effect. To the extent that there is any conflict between the terms of this Amendment and the Master Lease, the terms of this Amendment will govern.

(Signature page follows)

IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed, as of the day and year first set forth above

LANDLORD:

By: By:

By: By:

TENANT:

By: By:

By: By:

CONSENT OF SUBTENANTS

      hereby consent to this Amendment to HUD Master Lease and agree to be bound thereby.

By: By:

By: By:

CONSENT OF MORTGAGEE

     , successor in interest to      , hereby consents to this Amendment to HUD Master Lease.

By:

Name:

Title:

Date:

CONSENT OF HUD

The Secretary of Housing and Urban Development, acting by and through the Federal Housing Commissioner, hereby consents to this Amendment to HUD Master Lease.

THE SECRETARY OF HOUSING AND URBAN DEVELOPMENT, acting by and through the Federal Housing Commissioner

By:

Name: Authorized Agent

Date:

SCHEDULE 1 to Master Lease
Landlords and Facilities

Landlord Facilities Sublessee/Operator Type of Facility County State

Previous versions obsolete Page 7 of 7 form HUD-92342-ORCF (03/2018)