Exhibit 10.33(c)
LEASE TERMINATION AGREEMENT
This Lease Tennination Agreement (this "Agreement"), dated as of the 21st day of December, 2022 (the "Effective Date"), is entered into between SPRING VALLEY, LLC, a Georgia limited liability company ("Landlord") and ADK GEORGIA, LLC, a Georgia limited liability company ("Tenant").
RECITALS
A Landlord and Tenant entered into that certain Lease Agreement dated August 1, 2010, as amended by that certain First Amendment to Lease dated August 31, 2010, that certain Second Amendment to Lease dated August 14, 2015, and that certain Third Amendment to Lease dated September 30, 2022 (collectively, the "Lease"), covering the following eight (8) nursing facilities (the "Facilities") which more specifically and particularly described the Lease (the "Premises"):
The Powder Springs Facility, located at 3460 Powder Springs Road, Powder Springs, Cobb County, Georgia, consisting of 208 licensed beds;
The Thomasville Facility, located at 120 Skyline Drive, Thomasville, Thomas County, Georgia, consisting of 52 licensed beds;
The Jeffersonville Facility, located at 82 Spring Valley Road, Jeffersonville, Twiggs County, Georgia, consisting of 131 licensed beds;
The Lumber City Facility, located at 93 GA-19, Lumber City, Telfair County, Georgia, consisting of 86 licensed beds;
The LaGrange Facility, located at 2111 West Point Road, LaGrange, Troup County, Georgia, consisting of 138 licensed beds;
The Tara Facility located at 3223 Falligant Avenue, Thunderbolt, Georgia, Chatham County, consisting of 134 licensed beds;
The Oceanside Facility, located at 7 Rosewood Avenue, Tybee Island, Chatham County, Georgia, consisting of 85 licensed beds; and
The Savannah Beach Facility, located at 77 Van Hom Street, Tybee Island, Chatham County, Georgia, consisting of 50 licensed beds
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NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
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to take any action that is inconsistent with or violative of Applicable Laws. For purposes of this Agreement, the term "Applicable Laws" shall mean: all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits and orders, from time to time in existence, of all courts of competent jurisdiction and government agencies, and all applicable judicial and administrative and regulatory decrees, judgments and orders, including common law rulings and determinations of any kind, all as may be amended or modified from time to time, including without limitation, those relating to (i) human health and safety, (ii) The Patient Protection and Affordable Care Act; (iii) the provision of health care services, including, without limitation, (a) Medicare, Medicaid, CHIP, the TRICARE laws (10 U.S.C. §§ 1071 et seq.); (b) all Federal Health Care Program conditions of participation and payment and other requirements, (c) the False Claims Act (31 U.S.C. §§ 3729 et seq.), (d) the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), (e) federal and state anti- kickback statutes (including 42 U.S.C. § 1320a-7b),
(t) federal and state physician self-referral laws (including 42 U.S.C. § 1395nn), (g) criminal false claims and false statement statutes (e.g., 18 U.S.C. §§ 287 and 1001), (h) the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. §§ 3801 et seq.), (i) the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (P.L. 108-173, 117 Stat. 2066), (j) the Food, Drug and Cosmetic Act of 1938 (21 U.S.C. §§ 301 et seq.), (k) the Deficit Reduction Act of2005 (P.L. 109-171, 120 Stat. 4), (l) the Controlled Substances Act (21 U.S.C. §§ 801 et seq.); (m) the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and all regulations promulgated therewith ("HIPAA"); (n) laws regarding advertising, marketing and promotional activities; and (iv) any other law, rule, directive, requirement or regulation with the force and effect oflaw governing the provision of senior living, skilled nursing, health, hospice or any other health care services provided by the Community.
of any Assessment Event.
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(i) all parties who have performed labor or supplied materials upon or to the Premises, if any, have been fully paid; (ii) there exists no party who has any right or claim of lien against the Premises for having furnished material or performed labor thereon; and (iii) there are no construction liens outstanding against the Premises arising out of any act or omission of Tenant.
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:· Further Assurances. L ndlord and Tenant each agree to promptly execute, acknowledge, and ?eh er to the other such further mstrume ts and take such further actions as may be reasonably reqmred m order to carry out and effectuate the mtent and purpose of this Agreement.
required by court order.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be executed as of the Effective Date.
LANDLORD:
SPRING VALLEY, LLC
a Georgia limited liability company
MARK FOSTER, Member
(Seal)
MITCH FOSTER, Member
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TENANT:
ADK GEORGIA, LLC
Title:a Ge · ability corporation
GUARANTOR:
REGIONAL HEALTH PROPERTIES, INC.
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t'(v1Jn--:
Title: /..tz).
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