FIRST AMENDMENT TO EIGHTEENTH Amended and Restated MASTER LEASE AGREEMENT

Exhibit 10.6

FIRST AMENDMENT TO

EIGHTEENTH Amended and Restated MASTER LEASE AGREEMENT

THIS FIRST AMENDMENT TO EIGHTEENTH Amended and Restated MASTER LEASE AGREEMENT (“Amendment”) is made effective this 11th day of September, 2015  (the “Amendment Effective Date”) by and between FC‑Gen Real Estate, LLC, a limited liability company organized under the laws of the State of Delaware (“Landlord”), having its chief executive office located at 0000 Xxxx Xxxxxx, Xxxxxx, Xxxx  00000‑4040, and Genesis Operations LLC, a limited liability company organized under the laws of the State of Delaware (“Tenant”), having its chief executive office located at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000.

R E C I T A L S:

A. Landlord and Tenant have previously entered into an Eighteenth Amended and Restated Master Lease Agreement (as may be amended from time to time, the “Lease”) dated as of August  1, 2015.

B. 000 Xxxxxx Xxxxx Xxxx (“Subtenant”) entered into a Land Exchange Agreement with A/C Properties Limited Liability Company for the exchange of .15 acres of land to which GMA-Madison, Inc. (“Owner”) has consented, effective as of the Amendment Effective Date.

C. Landlord and Tenant desire to amend the Lease as set forth herein, effective for all purposes as of the Amendment Effective Date.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions.  Any capitalized terms not defined in this Amendment shall have the meanings set forth in the Lease.

0. Xxxxx Description.  Exhibit  A‑90 of the Lease is amended to read in its entirety as set forth on Exhibit A‑90 attached hereto and made a part hereof.

3. Affirmation.  Except as specifically modified by this Amendment, the terms and provisions of the Lease are hereby affirmed and shall remain in full force and effect. 

4. Binding Effect.  This Amendment will be binding upon and inure to the benefit of the successors and permitted assigns of Landlord and Tenant.

5. Further Modification.  The Lease may be further modified only by writing signed by Landlord and Tenant.

6. Counterparts.  This Amendment may be executed in multiple counterparts, each of which shall be deemed an original hereof, but all of which will constitute one and the same document.

7. Consent of Guarantor.  Each Guarantor shall execute the Consent of Guarantor set forth below.

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date first set forth above.

Signature  /s/ Xxxxxxxxx Xxxxxxx Print Name:  Xxxxxxxxx Xxxxxxx Signature /s/ Xxxxxx X. Xxxxx Print Name: Xxxxxx X. Xxxxx	FC-GEN REAL ESTATE, LLC By: Genesis Healthcare Holding Company I, Inc., its sole member By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Executive Vice President, Head of Human Capital and Corporate Secretary
Signature  /s/ Xxxxxxxxx Xxxxxxx Print Name:  Xxxxxxxxx Xxxxxxx Signature /s/ Xxxxxx X. Xxxxx Print Name: Xxxxxx X. Xxxxx	WELLTOWER INC. (formerly known as Health Care REIT,  Inc.) By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Executive Vice President, Head of Human Capital and Corporate Secretary (Signing only for the purpose of accepting §1.5 appointment of agency and agreeing to Secured Party obligations under the Lease.)
	GENESIS OPERATIONS LLC
Signature /s/ Xxxxxxx Xxxxxxx	By: /s/ Xxxxxxx Xxxxxxx
Print Name:  Xxxxxxx Xxxxxxx	Xxxxxxx X. Xxxxxxx,
	Secretary
Signature /s/ Xxxxx Xxxxxx
Print Name:  Xxxxx Xxxxxx	Tax I.D. No.: 00-0000000

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	FC-GEN OPERATIONS INVESTMENT, LLC
Signature /s/ Xxxxxxx Xxxxxxx	By: /s/ Xxxxxxx Xxxxxxx
Print Name:  Xxxxxxx Xxxxxxx	Xxxxxxx X. Xxxxxxx
	Title: Secretary
Signature /s/ Xxxxx Xxxxxx
Print Name:  Xxxxx Xxxxxx	Tax I.D. No.: 00-0000000
	EACH SUBTENANT LISTED ON
	EXHIBIT C HERETO
Signature /s/ Xxxxxxx Xxxxxxx
Print Name:  Xxxxxxx Xxxxxxx	By: /s/ Xxxxxxx Xxxxxxx
	Xxxxxxx X. Xxxxxxx,
Signature /s/ Xxxxx Xxxxxx	Secretary
Print Name:  Xxxxx Xxxxxx

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