Common use of General REIT Provisions Clause in Contracts

General REIT Provisions. Section 36.1.1 Tenant understands that, in order for Ventas, Inc., Lessor’s Affiliate, to qualify as a real estate investment trust (“REIT”), the following requirements (the “REIT Requirements”) must be satisfied: (i) Rent allocable for purposes of Section 856 of the Code to Lessor’s personal property that is leased to Tenant under a lease at the beginning and end of a calendar year cannot exceed 15% of the total Rent under such lease. (ii) Tenant cannot sublet the property that is leased to it by Lessor, or enter into any similar arrangement, on any basis such that the rental or other amounts paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent paid by Tenant to Lessor would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code. (iii) Tenant cannot transfer or assign Tenant’s rights under the Lease to, or sublease the property leased to it by Lessor to, or enter into any similar arrangement with, any person in which Lessor has provided written notice to Tenant that it owns, directly or indirectly, a 10% or more interest, within the meaning of Section 856(d)(2)(B) of the Code. Section 36.1.2 Notwithstanding any other provisions of this Lease to the contrary, Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, to cooperate in good faith with Lessor to ensure that the REIT Requirements are satisfied, including, but not limited to, providing Lessor with information about the ownership of Tenant, and its Affiliates to the extent that such information is reasonably available. Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, upon request by Lessor to take reasonable action necessary to ensure compliance with the REIT Requirements. Immediately after becoming aware that the REIT Requirements are not, or will not be, satisfied, Tenant shall notify, or use reasonable efforts to cause its Affiliates to notify, Lessor of such noncompliance. Lessor agrees to reimburse Tenant for the reasonable amount of any out of pocket expenses incurred by Tenant or its Affiliates in satisfying the requirements of this Section 36.1.2. Section 36.1.3 Neither Lessor nor Tenant shall treat this Lease as subject to rent leveling (or constant rental accrual) under the disqualified rental agreement rules of Section 467 of the Code.

General REIT Provisions. Section 36.1.1 Tenant understands that, in order for Ventas, Inc., Lessor’s Affiliate's general partner, to qualify as a real estate investment trust (“"REIT”"), ---- the following requirements (the “"REIT Requirements”") must be satisfied:: ----------------- (i) Rent allocable for purposes of Section 856 of the Code to Lessor’s 's personal property that is leased to Tenant under a lease at the beginning and end of a calendar year cannot exceed 15% of the total Rent under such lease. (ii) Tenant cannot sublet the property that is leased to it by Lessor, or enter into any similar arrangement, on any basis such that the rental or other amounts paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent paid by Tenant to Lessor would fail to qualify as “"rents from real property” " within the meaning of Section 856(d) of the Code. (iii) Tenant cannot transfer or assign Tenant’s 's rights under the Lease to, or sublease the property leased to it by Lessor to, or enter into any similar arrangement with, any person in which Lessor has provided written notice to Tenant that it owns, directly or indirectly, a 10% or more interest, within the meaning of Section 856(d)(2)(B) of the Code. Section 36.1.2 Notwithstanding any other provisions of this Lease to the contrary, Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, to cooperate in good faith with Lessor to ensure that the REIT Requirements are satisfied, including, but not limited to, providing Lessor with information about the ownership of Tenant, and its Affiliates to the extent that such information is reasonably available. Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, upon request by Lessor to take reasonable action necessary to ensure compliance with the REIT Requirements. Immediately after becoming aware that the REIT Requirements are not, or will not be, satisfied, Tenant shall notify, or use reasonable efforts to cause its Affiliates to notify, Lessor of such noncompliance. Lessor agrees to reimburse Tenant for the reasonable amount of any out of pocket expenses incurred by Tenant or its Affiliates in satisfying the requirements of this Section 36.1.2.. -------------- Section 36.1.3 Lessor and Tenant agree that, for all income tax purposes, they shall accrue and report and maintain the Accrued Rent, Accrued Rent Interest and Unpaid Accrued Rent for each Rent Calculation Year (or the portion thereof falling within a taxable period) in the amounts specified in this Lease for each Rent Calculation Year and shall not report as income or deduct, as the case may be, amounts of income or deduction allocable to such Rent Calculation Year in a manner inconsistent with such amounts, it being the intent of the parties that accrual of income and deductions for federal and other income tax purposes shall be in the same amounts and at the same times as such amounts are specified in this Lease. Lessor and Tenant acknowledge and agree that the provisions of this Lease relative to Base Rent and the deferred payment of portions of the Base Rent and the accrual of interest on such deferred Rent have been negotiated at arms-length and have been included herein for the sole purpose of improving the creditworthiness of Tenant and obtaining the necessary approvals of the Bankruptcy Plan, including, without limitation, satisfying the requirements relative to the feasibility of the Bankruptcy Plan. Neither Lessor nor Tenant shall treat this Lease as subject to rent leveling (or constant rental accrual) under the disqualified rental agreement rules of Section 467 of the Code.

General REIT Provisions. Section 36.1.1 Tenant understands that, in order for Ventas, Inc., Lessor’s 's Affiliate, to qualify as a real estate investment trust (“"REIT”"), the ---- following requirements (the “"REIT Requirements”") must be satisfied:: ----------------- (i) Rent allocable for purposes of Section 856 of the Code to Lessor’s 's personal property that is leased to Tenant under a lease at the beginning and end of a calendar year cannot exceed 15% of the total Rent under such lease. (ii) Tenant cannot sublet the property that is leased to it by Lessor, or enter into any similar arrangement, on any basis such that the rental or other amounts paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent paid by Tenant to Lessor would fail to qualify as “"rents from real property” " within the meaning of Section 856(d) of the Code. (iii) Tenant cannot transfer or assign Tenant’s 's rights under the Lease to, or sublease the property leased to it by Lessor to, or enter into any similar arrangement with, any person in which Lessor has provided written notice to Tenant that it owns, directly or indirectly, a 10% or more interest, within the meaning of Section 856(d)(2)(B) of the Code. Section 36.1.2 Notwithstanding any other provisions of this Lease to the contrary, Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, to cooperate in good faith with Lessor to ensure that the REIT Requirements are satisfied, including, but not limited to, providing Lessor with information about the ownership of Tenant, and its Affiliates to the extent that such information is reasonably available. Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, upon request by Lessor to take reasonable action necessary to ensure compliance with the REIT Requirements. Immediately after becoming aware that the REIT Requirements are not, or will not be, satisfied, Tenant shall notify, or use reasonable efforts to cause its Affiliates to notify, Lessor of such noncompliance. Lessor agrees to reimburse Tenant for the reasonable amount of any out of pocket expenses incurred by Tenant or its Affiliates in satisfying the requirements of this Section 36.1.2.. -------------- Section 36.1.3 Lessor and Tenant agree that, for all income tax purposes, they shall accrue and report and maintain the Accrued Rent, Accrued Rent Interest and Unpaid Accrued Rent for each Rent Calculation Year (or the portion thereof falling within a taxable period) in the amounts specified in this Lease for each Rent Calculation Year and shall not report as income or deduct, as the case may be, amounts of income or deduction allocable to such Rent Calculation Year in a manner inconsistent with such amounts, it being the intent of the parties that accrual of income and deductions for federal and other income tax purposes 113 shall be in the same amounts and at the same times as such amounts are specified in this Lease. Lessor and Tenant acknowledge and agree that the provisions of this Lease relative to Base Rent and the deferred payment of portions of the Base Rent and the accrual of interest on such deferred Rent have been negotiated at arms-length and have been included herein for the sole purpose of improving the creditworthiness of Tenant and obtaining the necessary approvals of the Bankruptcy Plan, including, without limitation, satisfying the requirements relative to the feasibility of the Bankruptcy Plan. Neither Lessor nor Tenant shall treat this Lease as subject to rent leveling (or constant rental accrual) under the disqualified rental agreement rules of Section 467 of the Code.

General REIT Provisions. Section 36.1.1 Tenant understands that, in order for VentasLessor, Inc.its affiliates, Lessor’s Affiliate, or a successor landlord may be required to qualify as a real estate investment trust (“"REIT”"), and accordingly the following requirements (the “"REIT Requirements”") must be satisfied: (i) Rent allocable for purposes of Section 856 of the Code to Lessor’s 's personal property that is leased to Tenant under a lease at the beginning and end of a calendar year cannot exceed 15% of the total Rent under such lease. (ii) Tenant cannot sublet the property that is leased to it by Lessor, or enter into any similar arrangement, on any basis such that the rental or other amounts paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent paid by Tenant to Lessor would fail to qualify as “"rents from real property” " within the meaning of Section 856(d) of the Code. (iii) Tenant cannot transfer or assign Tenant’s 's rights under the Lease to, or sublease the property leased to it by Lessor to, or enter into any similar arrangement with, any person in which Lessor has provided written notice to Tenant that it owns, directly or indirectly, a 10% or more interest, within the meaning of Section 856(d)(2)(B) of the Code. Section 36.1.2 Notwithstanding any other provisions of this Lease to the contrary, Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, to cooperate in good faith with Lessor to ensure that the REIT Requirements are satisfied, including, but not limited to, providing Lessor with information about the ownership of Tenant, and its Affiliates to the extent that such information is reasonably available. Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, upon request by Lessor to take reasonable action necessary to ensure compliance with the REIT Requirements. Immediately after becoming aware that the REIT Requirements are not, or will not be, satisfied, Tenant shall notify, or use reasonable efforts to cause its Affiliates to notify, Lessor of such noncompliance. Lessor agrees to reimburse Tenant for the reasonable amount of any out of pocket expenses incurred by Tenant or its Affiliates in satisfying the requirements of this Section 36.1.2. Section 36.1.3 Lessor and Tenant agree that, for all income tax purposes, they shall accrue and report and maintain the Rent (or the portion thereof falling within a taxable period) in the amounts specified in this Lease for each Lease Year and shall not report as income or deduct, as the case may be, amounts of income or deduction allocable to such Lease Year in a manner inconsistent with such amounts, it being the intent of the parties that accrual of income and deductions for federal and other income tax purposes shall be in the same amounts and at the same times as such amounts are specified in this Lease. Neither Lessor nor Tenant shall treat this Lease as subject to rent leveling (or constant rental accrual) under the disqualified rental agreement rules of Section 467 of the Code. Section 36.1.4 In the event that Lessor or any successor landlord to this Lease becomes subject to the REIT Requirements, Tenant agrees to amend this Lease from time to time to the extent reasonably requested by Lessor or such successor landlord, in order to conform the Lease to the REIT Requirements.

General REIT Provisions. Section 36.1.1 Tenant understands that, in order for Ventas, Inc., Lessor’s Affiliate's general partner, to qualify as a real estate investment trust (“"REIT”"), the following requirements (the “"REIT Requirements”") must be satisfied: (i) Rent allocable for purposes of Section 856 of the Code to Lessor’s 's personal property that is leased to Tenant under a lease at the beginning and end of a calendar year cannot exceed 15% of the total Rent under such lease. (ii) Tenant cannot sublet the property that is leased to it by Lessor, or enter into any similar arrangement, on any basis such that the rental or other amounts paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent paid by Tenant to Lessor would fail to qualify as “"rents from real property” " within the meaning of Section 856(d) of the Code. (iii) Tenant cannot transfer or assign Tenant’s 's rights under the Lease to, or sublease the property leased to it by Lessor to, or enter into any similar arrangement with, any person in which Lessor has provided written notice to Tenant that it owns, directly or indirectly, a 10% or more interest, within the meaning of Section 856(d)(2)(B) of the Code. Section 36.1.2 Notwithstanding any other provisions of this Lease to the contrary, Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, to cooperate in good faith with Lessor to ensure that the REIT Requirements are satisfied, including, but not limited to, providing Lessor with information about the ownership of Tenant, and its Affiliates to the extent that such information is reasonably available. Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, upon request by Lessor to take reasonable action necessary to ensure compliance with the REIT Requirements. Immediately after becoming aware that the REIT Requirements are not, or will not be, satisfied, Tenant shall notify, or use reasonable efforts to cause its Affiliates to notify, Lessor of such noncompliance. Lessor agrees to reimburse Tenant for the reasonable amount of any out of pocket expenses incurred by Tenant or its Affiliates in satisfying the requirements of this Section 36.1.2. Section 36.1.3 Lessor and Tenant agree that, for all income tax purposes, they shall accrue and report and maintain the Accrued Rent, Accrued Rent Interest and Unpaid Accrued Rent for each Rent Calculation Year (or the portion thereof falling within a taxable period) in the amounts specified in this Lease for each Rent Calculation Year and shall not report as income or deduct, as the case may be, amounts of income or deduction allocable to such Rent Calculation Year in a manner inconsistent with such amounts, it being the intent of the parties that accrual of income and deductions for federal and other income tax purposes shall be in the same amounts and at the same times as such amounts are specified in this Lease. Lessor and Tenant acknowledge and agree that the provisions of this Lease relative to Base Rent and the deferred payment of portions of the Base Rent and the accrual of interest on such deferred Rent have been negotiated at arms-length and have been included herein for the sole purpose of improving the creditworthiness of Tenant and obtaining the necessary approvals of the Bankruptcy Plan, including, without limitation, satisfying the requirements relative to the feasibility of the Bankruptcy Plan. Neither Lessor nor Tenant shall treat this Lease as subject to rent leveling (or constant rental accrual) under the disqualified rental agreement rules of Section 467 of the Code.

General REIT Provisions. Section 36.1.1 Tenant understands that, in order for Ventas, Inc., Lessor’s Affiliate, to qualify as a real estate investment trust (“REIT”), the following requirements (the “REIT Requirements”) must be satisfied: (i) Rent allocable for purposes of Section 856 of the Code to Lessor’s personal property that is leased to Tenant under a lease at the beginning and end of a calendar year cannot exceed 15% of the total Rent under such lease. (ii) Tenant cannot sublet the property that is leased to it by Lessor, or enter into any similar arrangement, on any basis such that the rental or other amounts paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent paid by Tenant to Lessor would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code. (iii) Tenant cannot transfer or assign Tenant’s rights under the Lease to, or sublease the property leased to it by Lessor to, or enter into any similar arrangement with, any person in which Lessor has provided written notice to Tenant that it owns, directly or indirectly, a 10% or more interest, within the meaning of Section 856(d)(2)(B) of the Code. Section 36.1.2 Notwithstanding any other provisions of this Lease to the contrary, Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, to cooperate in good faith with Lessor to ensure that the REIT Requirements are satisfied, including, but not limited to, providing Lessor with information about the ownership of Tenant, and its Affiliates to the extent that such information is reasonably available. Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, upon request by Lessor to take reasonable action necessary to ensure compliance with the REIT Requirements. Immediately after becoming aware that the REIT Requirements are not, or will not be, satisfied, Tenant shall notify, or use reasonable efforts to cause its Affiliates to notify, Lessor of such noncompliance. Lessor agrees to reimburse Tenant for the reasonable amount of any out of pocket expenses incurred by Tenant or its Affiliates in satisfying the requirements of this Section 36.1.2. Section 36.1.3 Neither Lessor nor Tenant shall treat this Lease as subject to rent leveling (or constant rental accrual) under the disqualified rental agreement rules of Section 467 of the Code. Section 37.1 Intentionally Omitted.

General REIT Provisions. Section 36.1.1 Tenant understands that, in order for Ventas, Inc., Lessor’s Affiliate, to qualify as a real estate investment trust (“REIT”), the following requirements (the “REIT Requirements”) must be satisfied: (i) Rent allocable for purposes of Section 856 of the Code to Lessor’s personal property that is leased to Tenant under a lease at the beginning and end of a calendar year cannot exceed 15% of the total Rent under such lease. (ii) Tenant cannot sublet the property that is leased to it by Lessor, or enter into any similar arrangement, on any basis such that the rental or other amounts paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent paid by Tenant to Lessor would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code. (iii) Tenant cannot transfer or assign Tenant’s rights under the Lease to, or sublease the property leased to it by Lessor to, or enter into any similar arrangement with, any person in which Lessor has provided written notice to Tenant that it owns, directly or indirectly, a 10% or more interest, within the meaning of Section 856(d)(2)(B) of the Code. Section 36.1.2 Notwithstanding any other provisions of this Lease to the contrary, Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, to cooperate in good faith with Lessor to ensure that the REIT Requirements are satisfied, including, but not limited to, providing Lessor with information about the ownership of Tenant, and its Affiliates to the extent that such information is reasonably available. Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, upon request by Lessor to take reasonable action necessary to ensure compliance with the REIT Requirements. Immediately after becoming aware that the REIT Requirements are not, or will not be, satisfied, Tenant shall notify, or use reasonable efforts to cause its Affiliates to notify, Lessor of such noncompliance. Lessor agrees to reimburse Tenant for the reasonable amount of any out of pocket expenses incurred by Tenant or its Affiliates in satisfying the requirements of this Section 36.1.2. Section 36.1.3 Neither Lessor nor Tenant shall treat this Lease as subject to rent leveling (or constant rental accrual) under the disqualified rental agreement rules of Section 467 of the Code.Intentionally Omitted

General REIT Provisions. Section 36.1.1 Tenant understands that, in order for Ventas, Inc., Lessor’s Landlord or one or more of its’ Affiliate, or any successor Affiliate that is a real estate investment trust (a “REIT Affiliate“) to qualify as a real estate investment trust (“REIT”)trust, the following certain requirements (the “REIT Requirements”“) must be satisfied: (i) Rent allocable for purposes , including the provisions of Section 856 of the Internal Revenue Code to Lessor’s personal property that is leased to Tenant under a lease at the beginning and end of a calendar year cannot exceed 15% of the total Rent under such lease. (ii) Tenant cannot sublet the property that is leased to it by Lessor1986, or enter into any similar arrangement, on any basis such that the rental or other amounts paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent paid by Tenant to Lessor would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code. (iii) Tenant cannot transfer or assign Tenant’s rights under the Lease to, or sublease the property leased to it by Lessor to, or enter into any similar arrangement with, any person in which Lessor has provided written notice to Tenant that it owns, directly or indirectly, a 10% or more interest, within the meaning of Section 856(d)(2)(B) of the Code. Section 36.1.2 Notwithstanding any other provisions of this Lease to the contraryamended. Accordingly, Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, permitted subtenants, if any, and any other parties subject to its control by ownership or contract, to reasonably cooperate in good faith with Lessor Landlord to ensure that the REIT Requirements are satisfied, including, but not limited to, including providing Lessor Landlord or any REIT Affiliate with information about the ownership of Tenant, Tenant and its Affiliates to the extent that such information is reasonably availableAffiliates. Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, upon request by Lessor Landlord or any REIT Affiliate, to take reasonable all action reasonably necessary to ensure compliance with the REIT Requirements. Immediately after becoming aware In illustration of the foregoing, Tenant recognizes and acknowledges that avoiding (a) the loss of REIT status, (b) the receipt of any income derived under any provision of this Lease that does not constitute “rents from real property” (in the case of real estate investment trusts), and (c) the imposition of income, penalty or similar taxes (each a “REIT Adverse Event”) is of material concern to Landlord and any REIT Affiliate. In the event that this Lease or any document contemplated hereby could, in the opinion of counsel to Landlord, result in or cause an Adverse Event, Tenant agrees to cooperate with Landlord in negotiating an amendment or modification thereof and shall at the request of Landlord execute and deliver such documents reasonably required to effect such amendment or modification. Any amendment or modification shall be structured so that the REIT Requirements are not, or will not be, satisfied, economic results to Landlord and Tenant shall notifybe substantially similar to those set forth in this Lease without regard to such amendment or modification and shall not materially and adversely increase Tenant’s non-monetary obligations or materially diminish Tenant’s rights under this Lease. Without limiting any of Landlord’s other rights pursuant to this provision, or use reasonable efforts to cause its Affiliates to notify, Lessor of such noncompliance. Lessor agrees to reimburse Tenant for Landlord may waive the reasonable amount receipt of any out of pocket expenses incurred by Tenant or its Affiliates in satisfying the requirements amount A request for confidential treatment has been made with respect to portions of this Section 36.1.2. Section 36.1.3 Neither Lessor nor Tenant document that are marked ‘[*****]’. The redacted portions have been filed separately with the SEC. 91 Master Lease (OHI - Diversicare) Derwent – 9.25.18 payable to Landlord hereunder and such waiver shall treat constitute an amendment or modification of this Lease as subject with respect to rent leveling such payment. A request for confidential treatment has been made with respect to portions of this document that are marked ‘[*****]’. The redacted portions have been filed separately with the SEC. 92 Master Lease (or constant rental accrualOHI - Diversicare) under the disqualified rental agreement rules of Section 467 of the Code.Derwent – 9.25.18 MASTER LEASE (OHI – Diversicare)

General REIT Provisions. Section 36.1.1 Tenant understands that, in order for Ventas, Inc., LessorLandlord’s Affiliate, NCT, or any successor Affiliate that is a real estate investment trust for U.S. federal income tax purposes (a “REIT Affiliate”), to qualify as a real estate investment trust (“REIT”)trust, certain requirements under the following requirements Code (the “REIT Requirements”) must be satisfied: (i) Rent allocable for purposes , including the provisions of Section 856 of the Code to Lessor’s personal property that is leased to Tenant under a lease at the beginning and end of a calendar year cannot exceed 15% of the total Rent under such lease. (ii) Tenant cannot sublet the property that is leased to it by Lessor, or enter into any similar arrangement, on any basis such that the rental or other amounts paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent paid by Tenant to Lessor would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code. (iii) Tenant cannot transfer or assign Tenant’s rights under the Lease to, or sublease the property leased to it by Lessor to, or enter into any similar arrangement with, any person in which Lessor has provided written notice to Tenant that it owns, directly or indirectly, a 10% or more interest, within the meaning of Section 856(d)(2)(B) of the Code. Section 36.1.2 Notwithstanding any other provisions of this Lease to the contrary. Accordingly, Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, permitted subtenants, if any (other than pursuant to a residency agreement), and any other parties subject to its control by ownership or contract, to reasonably cooperate in good faith with Lessor Landlord to ensure that the REIT Requirements are satisfied, including, but not limited to, including providing Lessor Landlord or any REIT Affiliate with information about the direct ownership of Tenant, Tenant and its Affiliates to the extent that such information is reasonably availableGuarantor. Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, upon request by Lessor Landlord or any REIT Affiliate, which request shall be made concurrently with or prior to the granting of any required consent by Landlord to an action by Tenant hereunder, if applicable, to take reasonable all action reasonably necessary to ensure compliance with the REIT Requirements. Immediately after becoming aware that the REIT Requirements are notLandlord shall fully reimburse Tenant and its Affiliates for any and all reasonable out-of-pocket costs, expenses or liabilities arising out of, connected with or in any manner related to such request by Landlord or such action; provided, however, if such request is made, or will not beaction taken, satisfiedas a result of (i) an act of Tenant, Tenant shall notifyGuarantor or an Affiliate of either (other than a Qualified Fund LP or its direct or indirect owners), (ii) a change in direct or indirect ownership of Tenant, Guarantor or an Affiliate of either (other than a Qualified Fund LP or its direct or indirect owners), (iii) any matter requiring the consent of Landlord hereunder, (iv) the occurrence or continuance of an Event of Default, or use reasonable efforts to cause (v) any matter under the control of Tenant, Guarantor or an Affiliate of either (other than a Qualified Fund LP or its Affiliates to notifydirect or indirect owners), Lessor of such noncompliance. Lessor agrees Landlord shall not be responsible to reimburse Tenant for the reasonable amount of any out of pocket expenses incurred by Tenant or and its Affiliates in satisfying the requirements of this Section 36.1.2. Section 36.1.3 Neither Lessor nor for any such out-of-pocket costs, expenses or liabilities and Tenant shall treat this Lease as subject to rent leveling (or constant rental accrual) under the disqualified rental agreement rules of Section 467 of the Codefully reimburse Landlord for any and all reasonable attorneys’ fees incurred in connection with such matters.

General REIT Provisions. Section 36.1.1 Tenant understands that, in order for Ventas, Inc., Lessor’s Landlord or one or more of its’ Affiliate, or any successor Affiliate that is a real estate investment trust (a “REIT Affiliate“) to qualify as a real estate investment trust (“REIT”)trust, the following certain requirements (the “REIT Requirements”“) must be satisfied: (i) Rent allocable for purposes , including the provisions of Section 856 of the Internal Revenue Code to Lessor’s personal property that is leased to Tenant under a lease at the beginning and end of a calendar year cannot exceed 15% of the total Rent under such lease. (ii) Tenant cannot sublet the property that is leased to it by Lessor1986, or enter into any similar arrangement, on any basis such that the rental or other amounts paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent paid by Tenant to Lessor would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code. (iii) Tenant cannot transfer or assign Tenant’s rights under the Lease to, or sublease the property leased to it by Lessor to, or enter into any similar arrangement with, any person in which Lessor has provided written notice to Tenant that it owns, directly or indirectly, a 10% or more interest, within the meaning of Section 856(d)(2)(B) of the Code. Section 36.1.2 Notwithstanding any other provisions of this Lease to the contraryamended. Accordingly, Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, permitted subtenants, if any, and any other parties subject to its control by ownership or contract, to reasonably cooperate in good faith with Lessor Landlord to ensure that the REIT Requirements are satisfied, including, but not limited to, including providing Lessor Landlord or any REIT Affiliate with information about the ownership of Tenant, Tenant and its Affiliates to the extent that such information is reasonably availableAffiliates. Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, upon request by Lessor Landlord or any REIT Affiliate, to take reasonable all action reasonably necessary to ensure compliance with the REIT Requirements. Immediately after becoming aware In illustration of the foregoing, Tenant recognizes and acknowledges that avoiding (a) the loss of REIT status, (b) the receipt of any income derived under any provision of this Lease that does not constitute “rents from real property” (in the case of real estate investment trusts), and (c) the imposition of income, penalty or similar taxes (each a “REIT Adverse Event”) is of material concern to Landlord and any REIT Affiliate. In the event that this Lease or any document contemplated hereby could, in the opinion of counsel to Landlord, result in or cause an Adverse Event, Tenant agrees to cooperate with Landlord in negotiating an amendment or modification thereof and shall at the request of Landlord execute and deliver such documents reasonably required to effect such amendment or modification. Any amendment or modification shall be structured so that the REIT Requirements are not, or will not be, satisfied, economic results to Landlord and Tenant shall notifybe substantially similar to those set forth in this Lease without regard to such amendment or modification and shall not materially and adversely increase Tenant’s non-monetary obligations or materially diminish Tenant’s rights under this Lease. Without limiting any of Landlord’s other rights pursuant to this provision, or use reasonable efforts to cause its Affiliates to notify, Lessor of such noncompliance. Lessor agrees to reimburse Tenant for Landlord may waive the reasonable amount receipt of any out of pocket expenses incurred by Tenant amount payable to Landlord hereunder and such waiver shall constitute an amendment or its Affiliates in satisfying the requirements modification of this Section 36.1.2Lease with respect to such payment. Section 36.1.3 Neither Lessor nor Tenant shall treat this Lease as subject to rent leveling (or constant rental accrual) under the disqualified rental agreement rules of Section 467 of the Code.

General REIT Provisions. Section 36.1.1 Tenant understands that, in order for Ventas, Inc., Lessor’s Affiliate, to qualify as a real estate investment trust (“REIT”), the following requirements (the “REIT Requirements”) must be satisfied: (i) Rent allocable for purposes of Section 856 of the Code to Lessor’s personal property that is leased to Tenant under a lease at the beginning and end of a calendar year cannot exceed 15% of the total Rent under such lease. (ii) Tenant cannot sublet the property that is leased to it by Lessor, or enter into any similar arrangement, on any basis such that the rental or other amounts paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent paid by Tenant to Lessor would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code. (iii) Tenant cannot transfer or assign Tenant’s rights under the Lease to, or sublease the property leased to it by Lessor to, or enter into any similar arrangement with, any person in which Lessor has provided written notice to Tenant that it owns, directly or indirectly, a 10% or more interest, within the meaning of Section 856(d)(2)(B) of the Code. Section 36.1.2 Notwithstanding any other provisions of this Lease to the contrary, Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, to cooperate in good faith with Lessor to ensure that the REIT Requirements are satisfied, including, but not limited to, providing Lessor with information about the ownership of Tenant, and its Affiliates to the extent that such information is reasonably available. Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, upon request by Lessor to take reasonable action necessary to ensure compliance with the REIT Requirements. Immediately after becoming aware that the REIT Requirements are not, or will not be, satisfied, Tenant shall notify, or use reasonable efforts to cause its Affiliates to notify, Lessor of such noncompliance. Lessor agrees to reimburse Tenant for the reasonable amount of any out of pocket expenses incurred by Tenant or its Affiliates in satisfying the requirements of this Section 36.1.2. Section 36.1.3 Neither Lessor nor Tenant shall treat this Lease as subject to rent leveling (or constant rental accrual) under the disqualified rental agreement rules of Section 467 of the Code.36.1. 3 Intentionally Omitted

General REIT Provisions. Section 36.1.1 Tenant understands that, in order for Ventas, Inc., LessorLandlord’s Affiliate, NHI, or any successor Affiliate that is a real estate investment trust for U.S. federal income tax purposes (a “REIT Affiliate”), to qualify as a real estate investment trust (“REIT”)trust, certain requirements under the following requirements Code (the “REIT Requirements”) must be satisfied: (i) Rent allocable for purposes , including the provisions of Section 856 of the Code to Lessor’s personal property that is leased to Tenant under a lease at the beginning and end of a calendar year cannot exceed 15% of the total Rent under such lease. (ii) Tenant cannot sublet the property that is leased to it by Lessor, or enter into any similar arrangement, on any basis such that the rental or other amounts paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent paid by Tenant to Lessor would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code. (iii) Tenant cannot transfer or assign Tenant’s rights under the Lease to, or sublease the property leased to it by Lessor to, or enter into any similar arrangement with, any person in which Lessor has provided written notice to Tenant that it owns, directly or indirectly, a 10% or more interest, within the meaning of Section 856(d)(2)(B) of the Code. Section 36.1.2 Notwithstanding any other provisions of this Lease to the contrary. Accordingly, Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, permitted subtenants, if any (other than pursuant to a residency agreement), and any other parties subject to its control by ownership or contract, to reasonably cooperate in good faith with Lessor Landlord to ensure that the REIT Requirements are satisfied, including, but not limited to, including providing Lessor Landlord or any REIT Affiliate with information about the direct ownership of Tenant, Tenant and its Affiliates to the extent that such information is reasonably availableGuarantor. Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, upon request by Lessor Landlord or any REIT Affiliate, which request shall be made concurrently with or 1845797.11-NYCSR07A - MSW prior to the granting of any required consent by Landlord to an action by Tenant hereunder, if applicable, to take reasonable all action reasonably necessary to ensure compliance with the REIT Requirements. Immediately after becoming aware that the REIT Requirements are notLandlord shall fully reimburse Tenant and its Affiliates for any and all reasonable out-of-pocket costs, expenses or liabilities arising out of, connected with or in any manner related to such request by Landlord or such action; provided, however, if such request is made, or will not beaction taken, satisfiedas a result of (i) an act of Tenant, Tenant shall notifyGuarantor or an Affiliate of either (other than a Qualified Fund LP or its direct or indirect owners), (ii) a change in direct or indirect ownership of Tenant, Guarantor or an Affiliate of either (other than a Qualified Fund LP or its direct or indirect owners), (iii) any matter requiring the consent of Landlord hereunder, (iv) the occurrence or continuance of an Event of Default, or use reasonable efforts to cause (v) any matter under the control of Tenant, Guarantor or an Affiliate of either (other than a Qualified Fund LP or its Affiliates to notifydirect or indirect owners), Lessor of such noncompliance. Lessor agrees Landlord shall not be responsible to reimburse Tenant for the reasonable amount of any out of pocket expenses incurred by Tenant or and its Affiliates in satisfying the requirements of this Section 36.1.2. Section 36.1.3 Neither Lessor nor for any such out-of-pocket costs, expenses or liabilities and Tenant shall treat this Lease as subject to rent leveling (or constant rental accrual) under the disqualified rental agreement rules of Section 467 of the Codefully reimburse Landlord for any and all reasonable attorneys’ fees incurred in connection with such matters.