Common use of Amendment, Restatement and Consolidation Clause in Contracts

Amendment, Restatement and Consolidation. This Agreement amends and restates in its entirety the terms and provisions of the 2014 Credit Agreement and the terms and conditions contained in this Agreement shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the 2014 Credit Agreement. The Borrowers, Lenders and Administrative Agent further acknowledge and agree that all of the Credit Documents executed concurrently with this Agreement shall be deemed in full replacement of the corresponding documents under the loan governed by the 2014 Credit Agreement (the “2014 Credit Facility”) and the terms and conditions contained in the Credit Documents shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the documents executed in connection with the 2014 Credit Facility (the “2014 Credit Documents”). Borrowers agree that the consolidation, amendment and replacement of the 2014 Credit Agreement and the 2014 Credit Documents shall not impair the debt evidenced by the 2014 Credit Documents and does not constitute a novation of the 2014 Credit Agreement or 2014 Credit Documents, but evidences the same indebtedness evidenced thereby, as extended and modified pursuant to this Credit Agreement and the Credit Documents. SIGNATURE PAGES AND SCHEDULES AND EXHIBITS TO FOLLOW] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Page 133 IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed as of the date first above written. BORROWERS: BLC WELLINGTON-COLONIAL HEIGHTS, LLC, BKD STERLING HOUSE OF WAXAHACHIE, LLC, BKD STERLING HOUSE OF BOWLING GREEN, LLC, BROOKDALE PLACE AT KENWOOD, LLC, BREA RENO LLC, BREA SUN CITY WEST LLC, XXXX XXXXXX RANCH LLC, EMERIHRT CREEKVIEW LLC, AH NORTH CAROLINA OWNER, LLC, SUMMERVILLE I LLC, BKD WEST MELBOURNE PROPCO, LLC, BKD PATRIOT HEIGHTS, LLC, BKD SHORELINE, LLC, AH OHIO-COLUMBUS OWNER, LLC, AH ILLINOIS OWNER, LLC, BKD CLARE BRIDGE OF BROOKFIELD, LLC, each a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ADMINISTRATIVE AGENT: CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Duly Authorized Signatory [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender and Swingline Lender By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Duly Authorized Signatory [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page BANK OF AMERICA, N.A. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Director [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page FIRST TENNESSEE BANK, NA By: /s/ Camy Wind Name: Camy Wind Title: SVP [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page XXXXXXX XXXXX BANK USA By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signer [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Xxxx XXXXXX XXXXXXX SENIOR FUNDING, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Senior Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page XXXXX FARGO BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page JOINDER OF GUARANTOR Guarantor joins in the execution of this Agreement to evidence its agreement to be bound by the terms of Section 6.25. GUARANTOR: BROOKDALE SENIOR LIVING INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page Exhibit A-1 FORM OF LOAN BORROWING NOTICE Date: __________, 201_ To: Capital One, National Association, as Administrative Agent Re: Fifth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of December 5, 2018, by and among the Borrowers listed on Schedule I attached hereto, and the borrowers who become a party thereto by execution of a Borrower Joinder Agreement (collectively, the “Borrowers”), the Lenders identified therein, and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests a Borrowing:

Amendment, Restatement and Consolidation. This Agreement amends and restates in its entirety the terms and provisions of the 2014 September 2013 Credit Agreement and the terms and conditions contained in this Agreement shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the 2014 September 2013 Credit Agreement. The Borrowers, Lenders and Administrative Agent further acknowledge and agree that all of the Credit Documents executed concurrently with this Agreement shall be deemed in full replacement of the corresponding documents under the loan governed by the 2014 September 2013 Credit Agreement (the “2014 "September 2013 Credit Facility”") and the terms and conditions contained in the Credit Documents shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the documents executed in connection with the 2014 September 2013 Credit Facility (the “2014 "September 2013 Credit Documents”"). Borrowers agree that the consolidation, amendment and replacement of the 2014 September 2013 Credit Agreement Agreement. and the 2014 September 2013 Credit Documents shall not impair the debt evidenced by the 2014 September 2013 Credit Documents and does not constitute a novation of the 2014 September 2013 Credit Agreement or 2014 September 2013 Credit Documents, but evidences the same indebtedness evidenced thereby, as extended increased and modified pursuant to this Credit Agreement and the Credit Documents. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURE PAGES AND SCHEDULES AND EXHIBITS TO FOLLOW] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Page 133 IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed as of the date first above written. BORROWERS: BLC ATRIUM-JACKSONVILLE SNF, LLC, BLC JXXXXXX OAKS, LLC, AHC STERLING HOUSE OF HXXXXXXX, LLC, BLC WELLINGTON-CLEVELAND, LLC, BLC WELLINGTON-COLONIAL HEIGHTS, LLC, BLC WELLINGTON-GARDENS, LLC, AHC SOUTHLAND-ORMOND BEACH, LLC, AHC MONROE TOWNSHIP, LLC, BLC AXXXXX-XX, LLC, BLC WELLINGTON-KINGSTON, LLC, BLC WXXXXXXXXX-XXXXXXX CITY, LLC, BLC SXXXXXXXXXX PLACE-MIDLOTHIAN, LLC, BLC SXXXXXXXXXX PLACE-GERMANTOWN, LLC, BLC WINDSOR PLACE, LLC, BLC EMERALD CROSSINGS, LLC, BKD STERLING HOUSE OF WAXAHACHIE, LLC, BKD STERLING HOUSE OF EXXXXX, LLC, BKD STERLING HOUSE OF EXXX, LLC, BKD STERLING HOUSE OF MIDWEST CITY, LLC, BKD STERLING HOUSE OF OKLAHOMA CITY NORTH, LLC, BKD STERLING HOUSE OF OKLAHOMA CITY SOUTH, LLC, BKD STERLING HOUSE OF CEDAR HILL, LLC, BKD STERLING HOUSE OF PALESTINE, LLC, BKD STERLING HOUSE OF BOWLING GREEN, LLC BKD STERLING HOUSE OF MANSFIELD, LLC, BROOKDALE PLACE AT FALL CREEK, LLC, BROOKDALE PLACE AT WILLOW LAKE, LLC, BROOKDALE PLACE OF WEST HARTFORD, LLC, BROOKDALE PLACE AT KENWOOD, LLC, BREA RENO LLC, BREA SUN CITY WEST LLC, XXXX XXXXXX RANCH LLC, EMERIHRT CREEKVIEW LLC, AH NORTH CAROLINA OWNER, LLC, SUMMERVILLE I LLC, BKD WEST MELBOURNE PROPCO, LLC, BKD PATRIOT HEIGHTS, LLC, BKD SHORELINE, LLC, AH OHIO-COLUMBUS OWNER, LLC, AH ILLINOIS OWNER, LLC, BKD CLARE BRIDGE OF BROOKFIELD, LLC, each a Delaware limited liability company By: /s/ Xxxxxx Gxxxxx X. Xxxxx Name: Xxxxxx Gxxxxx X. Xxxxx Title: Executive Vice President [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – BORROWERS (cont'd): AH NORTH CAROLINA OWNER, LLC BKD CLARE BRIDGE OF OLYMPIA, LLC BKD STERLING HOUSE OF DESOTO, LLC BREA CHARLOTTE LLC BREA COLORADO SPRINGS LLC BREA DENVER LLC BREA EAST MESA LLC BXXX XXXXXXX LLC BREA OVERLAND PARK LLC BXXX XXXXXX RANCH LLC BREA PEORIA LLC BREA RENO LLC BREA ROANOKE LLC BREA SARASOTA LLC BREA SUN CITY WEST LLC BREA TUCSON LLC BXXX XXXXX LLC BREA WEST ORANGE LLC BROOKDALE PLACE OF WOOSTER, LLC EMERICHIP WALLA WALLA LLC EMERIHRT CREEKVIEW LLC EMERIHRT ROANOKE LLC EMERIMESA LLC PHNTUS LO JOLIET SCU LLC each a Delaware limited liability company By: /s/ Gxxxxx X. Xxxxx Name: Gxxxxx X. Xxxxx Title: Executive Vice President [Signatures Continued on Next Page] BORROWERS (cont'd): AHC PROPERTIES, INC., a Delaware corporation By: /s/ Gxxxxx X. Xxxxx Name: Gxxxxx X. Xxxxx Title: Executive Vice President ESC-ARBOR PLACE, LLC, a Washington limited liability company BY: Emeritus Corporation, its sole member By: /s/ Gxxxxx X. Xxxxx Name: Gxxxxx X. Xxxxx Title: Executive Vice President [Signatures Continued on Next Page] Signature Page ADMINISTRATIVE AGENT: GENERAL ELECTRIC CAPITAL ONE, NATIONAL ASSOCIATIONCORPORATION, as Administrative Agent By: /s/ Xxxxxxx Xxxxxxxxxx Dxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxxxx Dxxxxx Xxxxxx Title: Duly Authorized Signatory [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page LENDERS: GENERAL ELECTRIC CAPITAL ONE, NATIONAL ASSOCIATIONCORPORATION, as a Lender and Swingline Lender By: /s/ Xxxxxxx Xxxxxxxxxx Dxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxxxx Dxxxxx Xxxxxx Title: Duly Authorized Signatory [Signatures Continued continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page BANK OF AMERICA, N.A. By: /s/ Xxxxxx Jxxxxx X. Xxxxx Name: Xxxxxx Jxxxxx X. Xxxxx Title: Director [Signatures Continued continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ROYAL BANK OF CANADA By: /s/ Bxxxx Xxxxx Name: Bxxxx Xxxxx Title: Authorized Signatory [Signatures continued on Next Page] Signature Page PNC BANK, NATIONAL ASSOCIATION By: /s/ Mxxxxxxxx Xxxxxxx Name: Mxxxxxxxx Xxxxxxx Title: Vice President [Signatures continued on Next Page] Signature Page WXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Director [Signatures continued on Next Page] GXXXXXX SACHS BANK USA By: /s/ Rxxxxxx Xxxxx Name: Rxxxxxx Xxxxx Title: Authorized Signatory [Signatures continued on Next Page] Signature Page JPMORGAN CHASE BANK, N.A. By: /s/ Rxxx Xxx Name: Rxxx Xxx Title: Authorized Signatory [Signatures continued on Next Page] Signature Page CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Authorized Signatory [Signatures continued on Next Page] Signature Page CAPITAL BANK, N.A. By: /s/ Wxxxxxx X. Xxxxx, Xx. Name: Wxxxxxx X. Xxxxx, Xx. Title: Senior Vice President [Signatures continued on Next Page] Signature Page FIRST TENNESSEE BANK, NA By: /s/ Camy Cxxxx Wind Name: Camy Cxxxx Wind Title: SVP [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page XXXXXXX XXXXX BANK USA By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signer [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Xxxx XXXXXX XXXXXXX SENIOR FUNDING, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Senior Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page XXXXX FARGO BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – [Signatures continued on Next Page] Signature Page JOINDER OF GUARANTOR Guarantor joins in the execution of this Agreement to evidence its agreement to be bound by the terms of Section 6.25. GUARANTOR: BROOKDALE SENIOR LIVING INC., a Delaware corporation By: /s/ Xxxxxx Gxxxxx X. Xxxxx Name: Xxxxxx Gxxxxx X. Xxxxx Title: Executive Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page Exhibit A-1 A FORM OF LOAN BORROWING NOTICE Date: __________, 201_ To: General Electric Capital One, National AssociationCorporation, as Administrative Agent Re: Fifth Fourth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “"Credit Agreement”"), dated as of December 5____________, 20182014, by and among the Borrowers listed on Schedule I attached hereto, and the borrowers who become a party thereto by execution of a Borrower Joinder Agreement (collectively, the “"Borrowers”"), the Lenders identified therein, and GENERAL ELECTRIC CAPITAL ONE, NATIONAL ASSOCIATIONCORPORATION, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests a Borrowing:

Amendment, Restatement and Consolidation. This Agreement amends Administrative Agent, CS Buyers and restates in its entirety Seller entered into the terms Amended and provisions Restated Master Repurchase Agreement, dated as of the 2014 Credit Agreement and the terms and conditions contained in this Agreement shall supersede and control the termsNovember 18, covenants2016, agreementsas amended, rightsrestated, obligations and conditions of the 2014 Credit Agreement. The Borrowers, Lenders and Administrative Agent further acknowledge and agree that all of the Credit Documents executed concurrently with this Agreement shall be deemed in full replacement of the corresponding documents under the loan governed by the 2014 Credit Agreement supplemented or otherwise modified from time to time (the “2014 Credit Facility”) and the terms and conditions contained in the Credit Documents shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the documents executed in connection with the 2014 Credit Facility (the “2014 Credit DocumentsExisting Agreement”). Borrowers agree that Barclays and Seller entered into the consolidation, amendment and replacement of the 2014 Credit Agreement and the 2014 Credit Documents shall not impair the debt evidenced by the 2014 Credit Documents and does not constitute a novation of the 2014 Credit Agreement or 2014 Credit Documents, but evidences the same indebtedness evidenced thereby, as extended and modified pursuant to this Credit Agreement and the Credit Documents. SIGNATURE PAGES AND SCHEDULES AND EXHIBITS TO FOLLOW] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Page 133 IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed as of the date first above written. BORROWERS: BLC WELLINGTON-COLONIAL HEIGHTS, LLC, BKD STERLING HOUSE OF WAXAHACHIE, LLC, BKD STERLING HOUSE OF BOWLING GREEN, LLC, BROOKDALE PLACE AT KENWOOD, LLC, BREA RENO LLC, BREA SUN CITY WEST LLC, XXXX XXXXXX RANCH LLC, EMERIHRT CREEKVIEW LLC, AH NORTH CAROLINA OWNER, LLC, SUMMERVILLE I LLC, BKD WEST MELBOURNE PROPCO, LLC, BKD PATRIOT HEIGHTS, LLC, BKD SHORELINE, LLC, AH OHIO-COLUMBUS OWNER, LLC, AH ILLINOIS OWNER, LLC, BKD CLARE BRIDGE OF BROOKFIELD, LLC, each a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ADMINISTRATIVE AGENT: CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Duly Authorized Signatory [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender and Swingline Lender By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Duly Authorized Signatory [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page BANK OF AMERICA, N.A. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Director [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page FIRST TENNESSEE BANK, NA By: /s/ Camy Wind Name: Camy Wind Title: SVP [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page XXXXXXX XXXXX BANK USA By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signer [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Xxxx XXXXXX XXXXXXX SENIOR FUNDING, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Senior Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page XXXXX FARGO BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page JOINDER OF GUARANTOR Guarantor joins in the execution of this Agreement to evidence its agreement to be bound by the terms of Section 6.25. GUARANTOR: BROOKDALE SENIOR LIVING INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page Exhibit A-1 FORM OF LOAN BORROWING NOTICE Date: __________, 201_ To: Capital One, National Association, as Administrative Agent Re: Fifth Amended and Restated Credit Agreement Master Repurchase Agreement, dated as of April 23, 2015 (as amended, modified, supplemented and extended restated or otherwise modified from time to time, the “Credit Existing Barclays Repurchase Agreement”). Administrative Agent, Buyers and the Seller desire to enter into Joinder and Amendment No. 4 to the Existing Agreement, dated as of December 5November 30, 20182017, by and among but effective as of the Borrowers listed on Schedule I attached hereto, and the borrowers who become a party thereto by execution of a Borrower Joinder Agreement Amendment Effective Date (collectively, the “BorrowersAmendment No. 4”), in order to consolidate, amend and restate the Lenders identified thereinExisting Agreement and the Existing Barclays Repurchase Agreement in their entirety. The consolidation, amendment and restatement of the Existing Agreement and the Existing Barclays Repurchase Agreement shall become effective on the Amendment Effective Date, and CAPITAL ONE, NATIONAL ASSOCIATION, as each of Administrative Agent, Buyers and the Seller shall hereafter be bound by the terms and conditions of the Existing Agreement as amended by Amendment No. Capitalized 4 (the “Consolidated Agreement”) and the other Program Agreements. The Consolidated Agreement consolidates, amends and restates the terms used but and conditions of the Existing Agreement and the Existing Barclays Repurchase Agreement, and is not otherwise defined herein have a novation of any of the meanings provided agreements or obligations incurred pursuant to the terms of the Existing Agreement or the Existing Barclays Repurchase Agreement. Accordingly, all of the agreements and obligations incurred pursuant to the terms of the Existing Agreement and the Existing Barclays Repurchase Agreement are hereby ratified and affirmed by the parties hereto and remain in full force and effect. For the avoidance of doubt, it is the intent of Administrative Agent, Buyers and the Seller that the security interests and liens granted in the Credit AgreementPurchased Assets or Repurchase Assets pursuant to Section 8 of the Existing Agreement and Section 9 of the Existing Barclays Repurchase Agreement shall continue in full force and effect. Ladies All references to the Existing Agreement in any Program Agreement or other document or instrument delivered in connection therewith shall be deemed to refer to the Consolidated Agreement and Gentlemen: The undersigned hereby requests a Borrowing:the provisions hereof.

Amendment, Restatement and Consolidation. This Agreement amends and restates in its entirety The Borrower, the terms and provisions of the 2014 Credit Agreement Administrative Agent and the terms and conditions contained Required Lenders (as defined in this Agreement shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the 2014 Existing BAML Credit Agreement. The Borrowers, Lenders and Administrative Agent further ) hereby acknowledge and agree that (i) Bank of America, N.A. has resigned as administrative agent under the Existing BAML Credit Agreement, (ii) all of Bank of America, N.A.’s obligations in such capacity as administrative agent have terminated and (iii) all references to the Credit Administrative Agent herein and in the other Loan Documents executed concurrently with shall be a reference solely to KeyBank National Association. The Borrower, the Administrative Agent and the lenders party to the Existing BAML Agreement that are Lenders under this Agreement and the Administrative Agent and the Required Lenders (as defined in the Existing KeyBank Agreement) party to the Existing KeyBank Agreement each hereby agrees that, at such time as this Agreement shall be deemed in full replacement of have become effective, the corresponding documents under the loan governed by the 2014 Credit Agreement (the “2014 Credit Facility”) and the terms and conditions contained in the Credit Documents shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the documents executed in connection with the 2014 Credit Facility (the “2014 Credit Documents”). Borrowers agree that the consolidation, amendment and replacement of the 2014 Credit Existing BAML Agreement and the 2014 Credit Documents Existing KeyBank Agreement automatically shall not impair be deemed consolidated, replaced and superseded by this Agreement and the debt Borrower and the lenders party to the Existing BAML Agreement and the Existing KeyBank Agreement shall no longer have any obligations thereunder (other than those obligations in either of the Existing BAML Agreement or the Existing KeyBank Agreement that expressly survive the termination of the Existing BAML Agreement or the Existing KeyBank Agreement, as applicable) and instead all obligations of the Borrower and the lenders under the Existing BAML Agreement and the Existing KeyBank Agreement are now evidenced by this Agreement. The Borrower represents and warrants to the 2014 Credit Documents Administrative Agent and does each Lender that, simultaneously with the closing and funding of the initial Loan Advances under this Agreement, a portion of said initial Loan Advances will be disbursed to the administrative agents under the Existing BAML Facility and the Existing KeyBank Facility for repayment in full of all principal, interest, fees and other amounts owing under the Existing BAML Agreement and/or the Existing KeyBank Agreement, respectively. It is the intention of the parties to this Agreement that this Agreement not constitute operate as a novation of the 2014 Credit obligations under the Existing BAML Agreement or 2014 Credit Documents, but evidences the same indebtedness evidenced thereby, as extended and modified pursuant to this Credit Existing KeyBank Agreement and shall not operate as a novation or waiver of any right, power or remedy of the Credit DocumentsAdministrative Agent or any Lender. SIGNATURE PAGES AND SCHEDULES AND EXHIBITS TO FOLLOW] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Page 133 IN WITNESS WHEREOFThe Security Documents with respect to the existing Borrowing Base Properties and the existing Borrowing Base Property Owners (as applicable) continue to create a valid security interest in, and Lien upon, the parties hereto have caused this Credit Agreement to be duly executed as Collateral described therein, in favor of the date first above written. BORROWERS: BLC WELLINGTON-COLONIAL HEIGHTSAdministrative Agent, LLC, BKD STERLING HOUSE OF WAXAHACHIE, LLC, BKD STERLING HOUSE OF BOWLING GREEN, LLC, BROOKDALE PLACE AT KENWOOD, LLC, BREA RENO LLC, BREA SUN CITY WEST LLC, XXXX XXXXXX RANCH LLC, EMERIHRT CREEKVIEW LLC, AH NORTH CAROLINA OWNER, LLC, SUMMERVILLE I LLC, BKD WEST MELBOURNE PROPCO, LLC, BKD PATRIOT HEIGHTS, LLC, BKD SHORELINE, LLC, AH OHIO-COLUMBUS OWNER, LLC, AH ILLINOIS OWNER, LLC, BKD CLARE BRIDGE OF BROOKFIELD, LLC, each a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ADMINISTRATIVE AGENT: CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Duly Authorized Signatory [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender and Swingline Lender By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Duly Authorized Signatory [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page BANK OF AMERICA, N.A. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Director [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page FIRST TENNESSEE BANK, NA By: /s/ Camy Wind Name: Camy Wind Title: SVP [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page XXXXXXX XXXXX BANK USA By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signer [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Xxxx XXXXXX XXXXXXX SENIOR FUNDING, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President [Signatures Continued on Next Page] FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Senior Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page XXXXX FARGO BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page JOINDER OF GUARANTOR Guarantor joins in for the execution benefit of this Agreement to evidence its agreement to be bound by the terms of Section 6.25. GUARANTOR: BROOKDALE SENIOR LIVING INC., a Delaware corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page Exhibit A-1 FORM OF LOAN BORROWING NOTICE Date: __________, 201_ To: Capital One, National Association, as Administrative Agent Re: Fifth Amended and Restated Credit Agreement (as amended, modified, supplemented and extended from time to time, the “Credit Agreement”), dated as of December 5, 2018, by and among the Borrowers listed on Schedule I attached hereto, and the borrowers who become a party thereto by execution of a Borrower Joinder Agreement (collectively, the “Borrowers”), the Lenders identified therein, and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent. Capitalized terms used but not otherwise defined herein have to secure the meanings provided in the Credit Obligations under this Agreement. Ladies and Gentlemen: The undersigned hereby requests a Borrowing:.