REAFFIRMATION, JOINDER AND SECOND AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (Seniors Housing)
Exhibit 10.2.3
REAFFIRMATION, JOINDER AND SECOND AMENDMENT TO
MASTER CREDIT FACILITY AGREEMENT (Seniors Housing)
This REAFFIRMATION AND SECOND AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of December 15, 2023, by and among (i) the entities identified as Borrower set forth on Schedule I attached hereto (individually and collectively, “Borrower”); (ii) JLL Real Estate Capital, LLC, a Delaware limited liability company (as successor-in-interest to Xxxxx Xxxx LaSalle Multifamily, LLC, a Delaware limited liability company) (“Lender”); (iii) Xxxxxx Xxx, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Xxxxxx Xxx”), and (iv) joined into by (a) the entities identified as Affiliated Master Lessee on the Summary of Master Terms as Affiliated Master Lessees pursuant to the Joinder attached hereto, and (b) the entities identified as Affiliated Property Manager on the Summary of Master Xxxxx as Affiliated Property Managers pursuant to the Joinder attached hereto.
RECITALS
X.Xxxxxxxx and Lender are parties to or have joined into that certain Master Credit Facility Agreement dated as of August 31, 2017, as amended by that certain Amendment No. 1 to Master Credit Facility Agreement, dated as of November 1, 2018 (as amended by this Amendment, and as may be further amended, restated, supplemented, or otherwise modified from time to time, the “Master Agreement”).
B.All of Xxxxxx’s right, title and interest in the Master Agreement and the Loan Documents executed in connection with the Master Agreement or the transactions contemplated by the Master Agreement have been assigned to Xxxxxx Xxx pursuant to that certain Assignment of Master Credit Facility Agreement and Other Loan Documents, dated as of August 31, 2017, and by that certain Assignment of Reaffirmation and Second Amendment to Master Credit Facility Agreement and Other Loan Documents, dated as of the date hereof (the “Assignment”). Xxxxxx Xxx has not assumed (i) any of the obligations of Lender (once an agreement is made for Lender to make a Future Advance) under the Master Agreement to make Future Advances or (ii) any of the obligations of Lender which are servicing obligations delegated to Lender as servicer of the Advances. Xxxxxx Xxx has designated Lender as the servicer of the Advances contemplated by the Master Agreement.
X.Xxxxxxxx has requested that Lender make a Future Advance pursuant to the Master Agreement (the “Refinance Advance”) to refinance the payoff of that certain Renewed, Amended and Restated Multifamily Note, in the sum of $292,500,000 (the “Payoff Note”).
D.The parties are executing this Amendment pursuant to the Master Agreement to reflect the repayment of the Payoff Note and to reflect the making of the Refinance Advance by Lender in the amount of $179,541,000.
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AGREEMENT
NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and agreements contained in this Amendment and the Master Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows:
Section1. Recitals. The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment.
Section 2. Future Advance. In connection with this Amendment, Lender is making the Refinance Advance to Borrower, and Borrower is repaying the Payoff Note.
Section 3. Borrow Up Advances. Section 2.02(c)(2)(B) (Advances, Making Advances, Future Advances) is herewith deleted and restated in its entirety as follows:
“(B)Any Future Advance shall be made in connection with the Addition of Additional Mortgaged Properties; provided, however, Borrower may request that a Future Advance made pursuant to Section 2.02(c)(2)(A) (Future Advances) above be made without the Addition of Additional Mortgaged Property based on compliance with the terms of the Future Advance Schedule and the Underwriting and Servicing Requirements subject to the terms of this Section 2.02(c)(2) (Future Advances) and Section 2.02(b) (Limitations on Executions). Such Future Advance shall be made during the period beginning on the First Anniversary and ending on December 31, 2024, but not more than once per year.”
Section 4. Summary of Master Terms. Schedule 2(I) to the Master Agreement (Summary of Master Terms, General Party and Multifamily Project Information) is hereby deleted in its entirety, and replaced with Schedule 2(I) attached hereto.
Section 5. Schedule of Advance Terms. Schedule 3 to the Master Agreement is hereby supplemented with Schedule 3.5 attached hereto, and deleting Schedule 3.2.
Section 6. Prepayment Premium Schedule. Schedule 4 to the Master Agreement is hereby supplemented with Schedule 4.5 attached hereto, and deleting Schedule 4.2.
Section 7. Ownership Interests Schedule. Schedule 13 to the Master Agreement is hereby deleted in its entirety and replaced with Schedule 13 attached hereto.
Section 8. Exceptions to Representations and Warranties. Schedule 16 to the Master Agreement is hereby supplemented with Schedule 16.1 attached hereto.
Section 9. Kansas No Oral Agreements Certificate. Schedule 26 to the Master Agreement is hereby supplemented with Schedule 26.1 attached hereto.
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Section 10. Capitalized Terms. All capitalized terms used in this Amendment which are not specifically defined herein shall have the respective meanings set forth in the Master Agreement.
Section 11. Full Force and Effect. Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.
Section 12. Counterparts. This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.
Section 13. Applicable Law. The provisions of Section 15.01 of the Master Agreement (Choice of Law; Consent to Jurisdiction) and Section 15.02 (Waiver of Jury Trial) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.
Section 14. Authorization. Borrower represents and warrants that Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Master Agreement, as amended hereby.
Section 15. Compliance with Loan Documents. The representations and warranties set forth in the Loan Documents executed or assumed by Xxxxxxxx, as amended hereby, are true and correct with the same effect as if such representations and warranties had been made on the date hereof, except for such changes as are specifically permitted under the Loan Documents. In addition, Borrower has complied with and is in compliance with all of its covenants set forth in the Loan Documents, as amended hereby.
Section 16. No Event of Default. Borrower represents and warrants that, as of the date hereof, no Event of Default under the Loan Documents executed or assumed by Xxxxxxxx, as amended hereby, or event or condition which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuing.
Section 17. Costs. Xxxxxxxx agrees to pay all fees and costs (including attorneys’ fees) incurred by Xxxxxx Xxx and Xxxxxx in connection with this Amendment.
Section 18. Continuing Force and Effect of Loan Documents. Except as specifically modified or amended by the terms of this Amendment, all other terms and provisions of the Master Agreement and the other Loan Documents are incorporated by reference herein and in all respects shall continue in full force and effect. Each Borrower, by execution of this Amendment, hereby reaffirms, assumes and binds itself to all of the obligations, duties, rights, covenants, terms and conditions that are contained in the Master Agreement and the other Loan Documents executed or assumed by it, including Section 15.01 of the Master Agreement (Choice of Law; Consent to Jurisdiction), Section 15.02 (Waiver of Jury Trial), Section 15.05 (Counterparts), Section 15.08 (Severability; Entire Agreement; Amendments) and Section 15.09 (Construction) of the Master Agreement.
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IN WITNESS WHEREOF, the parties hereto have signed and delivered this Amendment under seal (where applicable) or have caused this Amendment to be signed and delivered under seal (where applicable) by their duly authorized representatives. Where Applicable Law so provides, the parties hereto intend that this Amendment shall be deemed to be signed and delivered as a sealed instrument.
BORROWER:
FIT XXX XXXX RANCH LP,
FIT REN PARK LP,
FIT REN MIRAGE INN LP,
FIT REN THE GABLES LP,
FIT XXX XXXXXX CREEK LP,
FIT REN OCEAN HOUSE LP,
FIT REN OAK TREE LP,
FIT REN PACIFIC INN LP,
each a Delaware limited partnership
By: FIT REN Holdings GP Inc., their general partner
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Treasurer
AHC PURCHASER, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Treasurer
ARC SCOTTSDALE, LLC,
ARC SWEET LIFE SHAWNEE, LLC,
ARCLP-CHARLOTTE, LLC,
XXX XXXXXX ASSISTED LIVING, LLC,
each a Tennessee limited liability company
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Treasurer
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ARC WESTLAKE VILLAGE, INC.,
a Tennessee corporation
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Treasurer
AHC STERLING HOUSE OF BRIGHTON, LLC
AHC VILLAS OF THE ATRIUM, LLC,
AHC STERLING HOUSE OF JACKSONVILLE, LLC,
AHC STERLING HOUSE OF PANAMA CITY, LLC,
CMCP-PINECASTLE, LLC,
AHC STERLING HOUSE OF PORT CHARLOTTE, LLC,
AHC STERLING HOUSE OF PUNTA GORDA, LLC,
CMCP-ROSWELL, LLC,
AHC VILLAS-WYNWOOD OF RIVER PLACE, LLC,
CMCP-MONTROSE, LLC,
AHC VILLAS-WYNWOOD OF COURTYARD ALBANY, LLC,
AHC VILLAS OF ALBANY RESIDENTIAL, LLC,
AHC WYNWOOD OF ROGUE VALLEY, LLC,
CMCP-CLUB HILL, LLC,
AHC STERLING HOUSE OF CORSICANA, LLC,
BROOKDALE CYPRESS STATION, LLC,
BROOKDALE LAKEWAY, LLC,
AHC STERLING HOUSE OF LEWISVILLE, LLC,
AHC STERLING HOUSE OF MANSFIELD, LLC,
BROOKDALE NORTHWEST HILLS, LLC,
AHC STERLING HOUSE OF XXXXXXXXXXX, LLC,
CMCP-WILLIAMSBURG, LLC,
each a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Treasurer
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LENDER:
JLL REAL ESTATE CAPITAL, LLC
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Closing Coordinator
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XXXXXX XXX:
XXXXXX XXX, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States
By: /s/ Xxxxx Xxxxx Xxxxxxx
Name: Xxxxx Xxxxx Xxxxxxx
Title: Assistant Vice President
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Each Affiliated Property Operator hereby joins into this Amendment, the Master Agreement and the other Loan Documents, as if it were otherwise an original party hereunder and thereunder. Each Affiliated Property Operator hereby ratifies and agrees to be bound by all of the covenants, terms, conditions, and provisions contained in the Loan Documents as they relate to such Affiliated Property Operator, including each covenant, term, condition and provision set forth in Article 4, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10, Article 11, Article 12, Article 13, and Article 15, and Section 14.02(d) and Section 14.03(c). Each Affiliated Property Operator hereby acknowledges, agrees and confirms that, by its signature below, such Affiliated Property Operator will be deemed to be a party to this Amendment and the Master Agreement as an “Affiliated Property Operator,” and either a “Manager” or an “Operator”, as applicable, for all purposes under the Loan Documents, and shall have assumed all of the obligations of “Affiliated Property Operator” and “Manager” or “Operator,” as applicable, thereunder as if it had executed each of the Loan Documents. No Affiliated Property Operator shall have any obligations with respect to the provisions of Article 2 (payment) or the provisions of Article 3 (recourse) of the Master Agreement.
AFFILIATED PROPERTY OPERATORS:
BLC XXXX RANCH, LLC
BLC INN AT THE PARK, LLC
BROOKDALE SENIOR LIVING COMMUNITIES, INC.
BROOKDALE MANAGEMENT-II, LLC
SH ITHACA OPERATOR, INC.
SH NIAGARA OPERATOR, INC.
ARC WESTLAKE VILLAGE SNF, LLC
BLC-CLUB HILL, LLC
ARC MANAGEMENT, LLC
ALTERNATIVE LIVING SERVICES-NEW YORK, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Treasurer
BLC MIRAGE INN, L.P.
By: BLC Mirage Inn, Inc., its general partner
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Treasurer
[Borrowers continue on the following page]
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BLC GABLES-XXXXXXXX, L.P.
By: BLC Gables-Monrovia, Inc., its general partner
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Treasurer
BLC OCEAN HOUSE, L.P.
By: BLC Ocean House, Inc., its general partner
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Treasurer
BLC OAK TREE VILLA, L.P.
By: BLC Oak Tree Villa, Inc., its general partner
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Treasurer
BLC LODGE AT XXXXXXX, L.P.,
By: BLC Lodge at Xxxxxx, Inc., its general partner
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Treasurer
BLC PACIFIC INN, L.P.
By: BLC Pacific Inn, Inc., its general partner
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President and Treasurer
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XXXXXXX XXXXXXXX COTTAGE OPERATOR, INC.
ITHACA STERLING COTTAGE OPERATOR, INC.
NIAGARA STERLING COTTAGE OPERATOR, INC.
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: President
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SCHEDULES & EXHIBITS
The Schedules & Exhibits list attached to the Master Agreement is hereby deleted in its entirety and restated as follows:
| Schedules | ||||||||
| Schedule 1 | Definitions Schedule – General | |||||||
| Schedule 2 | Summary of Master Terms | |||||||
| Schedule 2A | New York Gap Note Modifications | Form 6234 | ||||||
| Schedule 3.1 | Schedule of Advance Terms (Gap Note) | |||||||
| Schedule 3.2 | Intentionally Deleted | |||||||
| Schedule 3.3 | Schedule of Advance Terms (Fixed – 10 Years) | |||||||
| Schedule 3.4 | Schedule of Advance Terms (Variable) | |||||||
| Schedule 3.5 | Schedule of Advance Terms (Fixed) | |||||||
| Schedule 4.1 | Prepayment Premium Schedule (Gap Note) | |||||||
| Schedule 4.2 | Intentionally Deleted | |||||||
| Schedule 4.3 | Prepayment Premium Schedule (Fixed – 10 Years) | Form 6104.01 [08 -13] | ||||||
| Schedule 4.4 | Prepayment Premium Schedule (Variable) | Form 6104.11[01-11] | ||||||
| Schedule 4.5 | Prepayment Premium Schedule (Fixed) | Form 6104.11 [modified] [05-20] | ||||||
| Schedule 5 | Required Replacement Schedule | |||||||
| Schedule 6 | Required Repair Schedule | |||||||
| Schedule 7 | General Conditions Schedule | |||||||
| Schedule 8 | Property-Related Documents Schedule | |||||||
| Schedule 9 | Conversion Schedule | |||||||
| Schedule 10 | Mortgaged Property Release Schedule | |||||||
| Schedule 11 | Mortgaged Property Addition Schedule | |||||||
| Schedule 12 | Reserved | |||||||
| Schedule 13 | Ownership Interests Schedule | |||||||
| Schedule 14 | Future Advance Schedule | |||||||
| Schedule 15 | Letter of Credit Schedule | |||||||
| Schedule 16 | Exceptions to Representations and Warranties Schedule | |||||||
| Schedule 16.1 | Exceptions to Representations and Warranties Schedule | |||||||
| Schedule 17 | Waiver of Imposition Deposits | Form 6228 [modified] [04- 12] | ||||||
| Schedule 18 | Reserved | |||||||
| Schedule 19 | Skilled Nursing | Form 6001 [01-16] | ||||||
| Schedule 19-A | Addenda to Schedule 2 | Form 6001.NR.SRS [01- 16] | ||||||
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| Schedule 20 | Expansion Structure General Terms | |||||||
| Schedule 21 | Mineral Rights Conveyances | |||||||
| Schedule 22 | Licenses, Permits and other Property Related Documents to be Delivered post closing | |||||||
| Schedule 23 | Surveys | |||||||
| Schedule 24 | Licenses | |||||||
| Schedule 25 | Ground Lease Defaults | Form 6206 [07-11] | ||||||
| Schedule 26 | Kansas – No Oral Agreements | |||||||
| Schedule 26.1 | Kansas – No Oral Agreements (for the Refi) | |||||||
Exhibits | ||||||||
| Exhibits | ||||||||
| Exhibit A | Mortgaged Properties | |||||||
| Exhibit B | Conversion Request | |||||||
| Exhibit C | Release Request | |||||||
| Exhibit D | Addition Request | |||||||
| Exhibit E | Future Advance Request | |||||||
| Exhibit F | Termination Request | |||||||
| Exhibit G | Annual Certification (Borrower) | |||||||
| Exhibit H | Annual Certification (Guarantor) | |||||||
| Exhibit I | Confirmation of Guaranty | |||||||
| Exhibit J | Confirmation of Environmental Indemnity Agreement | |||||||
| Exhibit K | Compliance Certificate | |||||||
| Exhibit L-1 | Organizational Certificate (Borrower) | |||||||
| Exhibit L-2 | Organizational Certificate (Guarantor) | |||||||
| Exhibit M | Confirmation of Obligations | |||||||
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Borrower hereby acknowledges and agrees that the Schedules and Exhibits referenced above are hereby incorporated fully into this Master Agreement by this reference and each constitutes a substantive part of this Master Agreement.
/s/ GTH
Borrower Initials
Initial Page
SCHEDULE 2 TO
Summary of Master Terms
| I. GENERAL PARTY AND MULTIFAMILY PROJECT INFORMATION | |||||
| Borrower | ARC Scottsdale, LLC (TN) FIT XXX Xxxx Ranch LP (DE) FIT REN Park LP (DE) FIT REN Mirage Inn LP (DE) FIT REN The Gables LP (DE) FIT XXX Xxxxxx Creek LP (DE) FIT REN Ocean House LP (DE) FIT REN Oak Tree LP (DE) FIT REN Pacific Inn LP (DE) AHC Sterling House of Brighton, LLC (DE) AHC Villas of the Atrium, LLC (DE) AHC Purchaser, Inc. (DE) AHC Sterling House of Jacksonville, LLC (DE) AHC Sterling House of Panama City, LLC (DE) CMCP-Pinecastle, LLC (DE) AHC Sterling House of Port Charlotte, LLC (DE) AHC Sterling House of Punta Gorda, LLC (DE) CMCP-Roswell, LLC (DE) AHC Villas-Wynwood of River Place, LLC (DE) ARC SWEET LIFE SHAWNEE, LLC (TN) ARCLP-CHARLOTTE, LLC (TN) ARC WILORA ASSISTED LIVING, LLC (TN) CMCP-Montrose, LLC (DE) ARC WESTLAKE VILLAGE, Inc. (TN) AHC Villas-Wynwood of Courtyard Albany, LLC (DE) AHC Villas of Albany Residential, LLC (DE) | ||||
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AHC Wynwood of Rogue Valley, LLC (DE) CMCP-Club Hill, LLC (DE) AHC Sterling House of Corsicana, LLC (DE) Brookdale Cypress Station, LLC (DE) Brookdale Lakeway, LLC (DE) AHC Sterling House of Lewisville, LLC (DE) AHC Sterling House of Mansfield, LLC (DE) Brookdale Northwest Hills, LLC (DE) AHC Sterling House of Xxxxxxxxxxx, LLC (DE) CMCP-Williamsburg, LLC (DE) | |||||
| Lender | JLL Real Estate Capital, LLC, a Delaware limited liability company (as successor-in-interest to Xxxxx Xxxx LaSalle Multifamily, LLC. a Delaware limited liability company) | ||||
| Key Principal | Brookdale Senior Living Inc., a Delaware corporation | ||||
| Guarantor | Brookdale Senior Living Inc., a Delaware corporation | ||||
| Multifamily Project | Brookdale North Scottsdale Brookdale Xxxx Ranch (fka Brookdale Anaheim Hills) Brookdale Irvine Brookdale Mirage Inn Brookdale Monrovia Brookdale Xxxxxx Creek Brookdale Ocean House (fka Brookdale Santa Xxxxxx) Brookdale Scotts Valley Brookdale South Bay Brookdale Brighton AL Brookdale North Boulder Brookdale Mandarin Central Brookdale Panama City Brookdale Chambrel Pinecastle (fka Brookdale Pinecastle) Brookdale Port Charlotte Brookdale Port Orange Brookdale Punta Gorda Isles Brookdale Stuart Brookdale Chambrel Roswell | ||||
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| Brookdale Boise Parkcenter AL Brookdale Boise Parkcenter IL Brookdale Xxxx Brookdale Shawnee MC Brookdale X. Xxxxxxxxxx Pkwy Brookdale Carriage Club Providence Brookdale Charlotte East Brookdale Clinton MC Brookdale Ithaca AL Brookdale Ithaca MC Brookdale Niagara AL Brookdale Niagara MC Brookdale Montrose Brookdale Westlake Village Brookdale Xxxxx Street/Brookdale Grand Prairie IL Brookdale Heritage Plaza Brookdale Medford Brookdale Club Hill Brookdale Corsicana Brookdale Cypress Station Brookdale Lakeway AL/MC Brookdale Lewisville Brookdale Mansfield AL Brookdale New Braunfels Brookdale Northwest Hills Brookdale Weatherford AL Brookdale Chambrel Williamsburg (fka Brookdale Willamsburg) | |||||
| Portion of schedule omitted for SEC filing purposes. | |||||
| Property Operator(s) | Brookdale North Scottsdale (AZ) Operator: N/A Brookdale Xxxx Ranch (CA) Operator: BLC Xxxx Ranch, LLC (DE) Brookdale Irvine (CA) Operator: BLC Inn at the Park, LLC (DE) Brookdale Mirage Inn (CA) Operator: BLC Mirage Inn, L.P. (DE) Brookdale Monrovia (CA) Operator: BLC Gables-Monrovia, L.P. (DE) | ||||
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Brookdale Xxxxxx Creek (CA) Operator: N/A Brookdale Ocean House (CA) Operator: BLC Ocean House, L.P. (DE) Brookdale Scotts Valley (CA) Operator: BLC Oak Tree Villa, L.P. (DE) Brookdale South Bay (CA) Operator: N/A Brookdale Brighton AL (CO) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale North Boulder (CO) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Mandarin Central (FL) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Panama City (FL) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Chambrel Pinecastle (FL) Operator: N/A Brookdale Port Charlotte (FL) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Port Orange (FL) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Punta Gorda Isles (FL) Operator: Brookdale Senior Living Communities, Inc. (DE) | |||||
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Brookdale Stuart (FL) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Chambrel Roswell (GA) Operator: Brookdale Management-II, LLC (DE) Brookdale Boise Parkcenter AL (ID) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Boise Parkcenter IL (ID) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Xxxx (KS) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Shawnee MC (KS) Operator: N/A Brookdale X. Xxxxxxxxxx Pkwy (MI) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Carriage Club Providence (NC) Operator: N/A Brookdale Charlotte East (NC) Operator: N/A Brookdale Clinton MC (NY) Operator: Xxxxxxx Xxxxxxxx Cottage Operator, Inc. (NY) Brookdale Ithaca AL (NY) Operator: SH Ithaca Operator, Inc. (VA) Brookdale Ithaca MC (NY) Operator: Ithaca Sterling Cottage Operator, Inc. (NY) Brookdale Niagara AL (NY) Operator: SH Niagara Operator, Inc. (VA) | |||||
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Brookdale Niagara MC (NY) Operator: Niagara Sterling Cottage Operator, Inc. (NY) Brookdale Montrose (OH) Operator: N/A Brookdale Westlake Village (OH) Operator: ARC Westlake Village SNF, LLC (DE) (of SNF) Brookdale Xxxxx Street/Brookdale Grand Prairie IL (OR) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Heritage Plaza (OR) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Medford (OR) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Club Hill (TX) Operator: BLC-Club Hill, LLC (DE) Brookdale Corsicana (TX) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Cypress Station (TX) Operator: N/A Brookdale Lakeway AL/MC (TX) Operator: N/A Brookdale Lewisville (TX) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Mansfield AL (TX) Operator: Brookdale Senior Living Communities, Inc. (DE) | |||||
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Brookdale New Braunfels (TX) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Northwest Hills (TX) Operator: N/A Brookdale Xxxxxxxxxxx AL (TX) Operator: Brookdale Senior Living Communities, Inc. (DE) Brookdale Chambrel Williamsburg (VA) Operator: N/A | |||||
| Affiliated Property Operator(s) | BLC Xxxx Ranch, LLC (DE) BLC Inn at the Park, LLC (DE) BLC Mirage Inn, L.P. (DE) BLC Gables-Monrovia, L.P. (DE) BLC Ocean House, L.P. (DE) BLC Oak Tree Villa, L.P. (DE) Brookdale Senior Living Communities, Inc. (DE) Brookdale Management-II, LLC (DE) Xxxxxxx Xxxxxxxx Cottage Operator, Inc. (NY) SH Ithaca Operator, Inc. (VA) Ithaca Sterling Cottage Operator, Inc. (NY) SH Niagara Sterling Cottage Operator, Inc. (NY) ARC Westlake Village SNF, LLC (DE) BLC-Club Hill, LLC (DE) ARC Management, LLC (TN) BLC Lodge at Xxxxxx, X.X. (DE) BLC Pacific Inn, L.P. (DE) Alternative Living Services-New York, Inc. (DE) | ||||
| Maximum Permitted Equipment Financing (excluding vehicles) | 2% of Outstanding Advances | ||||
| ADDRESSES | |||||
| Borrower’s General Business Address | 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: General Counsel | ||||
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| Borrower’s Notice Address | c/o Brookdale Senior Living Inc. 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: General Counsel | ||||
| Multifamily Project Address | Brookdale North Scottsdale 00000 Xxxxx 00xx Xx Xxxxxxxxxx, XX 00000 Brookdale Xxxx Ranch 000 X. Xxxxxxx Xxxxx Xx Xxxxxxx Xxxxx, XX 00000 Brookdale Irvine 00 Xxxxxxxxx Xxxxxx, XX 00000 Brookdale Mirage Inn 00000 Xxxxxxx Xxxx Xx Xxxxxx Xxxxxx, XX 00000 Brookdale Monrovia 000 X. Xxxxxxxx Xxxx Xxxxxxxx, XX 00000 Brookdale Xxxxxx Creek 0000 Xxxxx Xxx Xxxxx Xxxx, XX 00000 Brookdale Ocean House 0000 Xxxxx Xxx Xxxxx Xxxxxx, XX 00000 Brookdale Scotts Valley 000 Xxxxxxxxx Xxxx Xxxxxx Xxxxxx, XX 00000 Brookdale South Bay 0000 X. Xxxxxxxx Xxxx Xxxxxxxx, XX 00000 Brookdale Brighton AL 0000 Xxxx Xxxxxx Xx Xxxxxxxx, XX 00000 | ||||
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| Brookdale North Boulder 0000 00xx Xx Xxxxxxx, XX 00000 Brookdale Mandarin Central 00000 Xxx Xxxxx Xxxxxxxxx Xx Xxxxxxxxxxxx, XX 00000 Brookdale Panama City 0000 Xxxxxxxx Xxx Xxxxxx Xxxx, XX 00000 Brookdale Chambrel Pinecastle 0000 XX 00xx Xx Xxxxx, XX 00000 Brookdale Port Charlotte 00000 Xxxxxxx Xxxx Xxxx Xxxxxxxxx, XX 00000 Brookdale Port Orange 000 Xxxxxxx Xxxxx Xxxx Xxxxxx, XX 00000 Brookdale Punta Gorda Isles 000 Xxx Xxxxxx Xxxx Xxxxx Xxxxx, XX 00000 Brookdale Stuart 0000 Xxxxx Xxxx Xxxxx Xx Xxxxxx, XX 00000 Brookdale Chambrel Roswell 0000 Xxxxxxxxx Xx Xxxxxxx, XX 00000 Brookdale Boise Parkcenter AL 000 Xxxx Xxxxxxxxxx Xxxx Xxxxx, XX 00000 Brookdale Boise Parkcenter IL 000 Xxxx Xxxxxxxxxx Xxxx Xxxxx, XX 00000 Brookdale Xxxx 0000 Xxxx 00xx Xx Xxxx, XX 00000 | |||||
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| Brookdale Shawnee MC 00000 Xxxx 00xx Xx Xxxxxxx, XX 00000 Brookdale X. Xxxxxxxxxx Pkwy 000 Xxxx Xxxxxxxxxx Xxxx Xxx Xxxxx, XX 00000 Brookdale Carriage Club Providence 5800, 5802 and 0000 Xxx Xxxxxxxxxx Xx Xxxxxxxxx, XX 00000 Brookdale Charlotte East 0000 Xxxxxx Xxxx Xx Xxxxxxxxx, XX 00000 Brookdale Clinton MC 000 Xxxxxxxxx Xx Xxxxxxx, XX 00000 Brookdale Ithaca AL 000 Xxxxx Xx Xxxxxx, XX 00000 Brookdale Ithaca MC 000 Xxxxx Xx Xxxxxx, XX 00000 Brookdale Niagara AL 0000 Xxxx Xx Xxxxx Xxxxxxxxx, XX 00000 Brookdale Niagara MC 0000 Xxxx Xx Xxxxx Xxxxxxxxx, XX 00000 Xxxxxxxxx Xxxxxxxx 000 Xxxxxxxxx Xx Xxxxx, XX 00000 Brookdale Westlake Village 00000 Xxxxxxxx Xxxxxxx Xx Xxxxxxxx, XX 00000 | |||||
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| Brookdale Xxxxx Street/Brookdale Grand Prairie IL 0000 Xxxxxxxxx Xxxxx Xx and 0000 Xxxxx Xxxxxxx Xx Xxxxx Xxxx Xxxxxx, XX 00000 Brookdale Heritage Plaza 0000 Xxxxxxxx Xx Xxxxx Xxxx Xxxxxx, XX 00000 Brookdale Medford 0000 X. Xxxxxxx Xx Xxxxxxx, XX 00000 Brookdale Club Hill 0000 Xxxxxxx Xx Xxxxxxx, XX 00000 Brookdale Corsicana 0000 Xxxx 0xx Xxx Xxxxxxxxx, XX 00000 Brookdale Cypress Station 000 Xxxxxxx Xxxx Xx Xxxxxxx, XX 00000 Brookdale Lakeway AL/MC 1915 Lohmans Crossing Rd Austin, TX 78734 Brookdale Lewisville 000 X. Xxxxxx Xxxxx Xx Xxxxxxxxxx, XX 00000 Brookdale Mansfield AL 0000 Xxxxxxx Xxxx Xx Xxxxxxxxx, XX 00000 Brookdale New Braunfels 0000 Xxxx 000 Xxx Xxxxxxxxx, XX 00000 Brookdale Northwest Hills 0000 Xxxx Xx Xxxxxx, XX 00000 Brookdale Xxxxxxxxxxx AL 000 Xxxxx Xxxxx Xx Xxxxxxxxxxx, XX 00000 | |||||
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| Brookdale Chambrel Williamsburg 0000 Xxxxxxxx Xx Xxxxxxxxxxxx, XX 00000 | |||||
| Key Principal’s General Business Address | 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 | ||||
| Key Principal’s Notice Address | c/o Brookdale Senior Living Inc. 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: General Counsel xxxxxx@xxxxxxxxxxxxxxx.xxx With a copy to: Brookdale Senior Living Inc. 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx, Executive Vice President and Treasurer XXxxxx@xxxxxxxxxxxxxxx.xxx | ||||
| Guarantor’s General Business Address | 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 | ||||
| Guarantor’s Notice Address | c/o Brookdale Senior Living Inc. 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: General Counsel xxxxxx@xxxxxxxxxxxxxxx.xxx With a copy to: Brookdale Senior Living Inc. 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx, Executive Vice President and Treasurer XXxxxx@xxxxxxxxxxxxxxx.xxx | ||||
| Xxxxxx’s General Business Address | Xxxxx Xxxx LaSalle Multifamily, LLC 0000 Xxxxxxxx Xxxxxx Xx. Xxxx, XX 00000 | ||||
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| Xxxxxx’s Notice Address | Xxxxx Xxxx LaSalle Multifamily LLC 0000 Xxxxxxxx Xxxxxx Xx. Xxxx, Xxxxxxxxx 00000 Attn: Loan Servicing Email: xxxx_xxxxxxxxx@xx.xxx.xxx | ||||
| Xxxxxx’s Payment Address | Xxxxx Xxxx LaSalle Multifamily LLC 0000 Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000-7002 | ||||
| Operator’s General Business Address | c/o Brookdale Senior Living Inc. 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 | ||||
| Operator’s Notice Address | c/o Brookdale Senior Living Inc. 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 | ||||
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SCHEDULE 3.5
Schedule of Advance Terms
FIXED ADVANCES
| I. INFORMATION FOR $179,541,000 FIXED ADVANCE MADE DECEMBER 15, 2023 | |||||
| Advance Amount | $179,541,000 | ||||
| Advance Term | Eighty-Four (84) months | ||||
| Advance Year | The period beginning on the Effective Date and ending on the last day of December, 2024, and each successive twelve (12) month period thereafter | ||||
| Amortization Type | [Select only one:] ☐ Amortizing ☐ Full Term Interest Only ☒ Partial Interest Only | ||||
| Effective Date | December 15, 2023 | ||||
| First Payment Date | The first day of February, 2024 | ||||
| First Principal and Interest Payment Date | The first day of February, 2026 | ||||
| Fixed Rate | 5.970% | ||||
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| Interest Accrual Method | [Select only one:] ☐ 30/360 (computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) thirty (30) day months) or ☒ Actual/360 (computed on the basis of a three hundred sixty (360) day year and the actual number of calendar days during the applicable month, calculated by multiplying the unpaid principal balance of the Advance by the Interest Rate, dividing the product by three hundred sixty (360), and multiplying the quotient obtained by the actual number of days elapsed in the applicable month) | ||||
| Interest Only Term | Twenty-Four (24) months | ||||
| Interest Rate | The Fixed Rate | ||||
| Interest Rate Type | Fixed Rate | ||||
| Last Interest Only Payment Date | The first day of January, 2026 | ||||
| Maturity Date | The first day of January, 2031, or any earlier date on which the unpaid principal balance of the Advance becomes due and payable by acceleration or otherwise | ||||
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| Monthly Debt Service Payment | (i) $922,990.36 for the First Payment Date (ii) for each Payment Date thereafter through and including the Last Interest Only Payment Date (a) $833,668.71 if the prior month was a 28-day month (b) $863,442.59 if the prior month was a 29-day month (c) $893,216.48 if the prior month was a 30-day month; and (d) $922,990.36 if the prior month was a 31-day month; and (iii) $1,072,978.54 for the First Principal and Interest Payment Date and each Payment Date thereafter until the Advance is fully paid | ||||
| Prepayment Lockout Period | The 0 Advance Year of the term of the Advance | ||||
| Remaining Amortization Period | As of the First Principal and Interest Payment Date and each Payment Date thereafter, the Amortization Period minus the number of scheduled principal and interest Monthly Debt Service Payments that have elapsed since the Effective Date | ||||
| II. YIELD MAINTENANCE/PREPAYMENT PREMIUM INFORMATION | |||||
Yield Maintenance Period End Date or Prepayment Premium Period End Date | The last day of June, 2030 | ||||
Yield Maintenance Period Term or Prepayment Premium Period Term | Seventy-eight (78) months | ||||
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SCHEDULE 4.5
Prepayment Premium Schedule
(Standard Yield Maintenance – Fixed Rate)
1.Defined Terms.
All capitalized terms used but not defined in this Prepayment Premium Schedule shall have the meanings assigned to them in this Master Agreement.
2.Prepayment Premium.
Any Prepayment Premium payable under Section 2.04 (Prepayment; Prepayment Lockout; Prepayment Premium) of this Master Agreement shall be computed as follows:
(a) If the prepayment is made at any time after the Effective Date and before the Yield Maintenance Period End Date, the Prepayment Premium shall be the greater of:
(1) one percent (1%) of the amount of principal being prepaid; or
(2) the product obtained by multiplying:
(A) the amount of principal being prepaid,
by
(B) the difference obtained by subtracting from the Fixed Rate on the Advance, the Yield Rate (as defined below) on the twenty-fifth Business Day preceding (i) the Intended Prepayment Date, or (ii) the date Lender accelerates the Advance or otherwise accepts a prepayment pursuant to Section 2.06 (Application of Collateral) of this Master Agreement,
by
(C) the present value factor calculated using the following formula:
1 - (1 + r)-n/12
r
[r = Yield Rate
n = the number of months remaining between (i) either of the following: (x) in the case of a voluntary prepayment, the last day of the month in which the prepayment is made, or (y) in any other case, the date on which Lender accelerates the unpaid principal balance of the Advance and (ii) the Yield Maintenance Period End Date.
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For purposes of this clause (2), the “Yield Rate” means the yield calculated by interpolating the yields for the immediately shorter and longer term U.S. “Treasury constant maturities” (as reported in the Federal Reserve Statistical Release H.15 Selected Interest Rates (the “Fed Release”) under the heading “U.S. government securities”) closest to the remaining term of the Yield Maintenance Period Term, as follows (rounded to three (3) decimal places):
a = the yield for the longer U.S. Treasury constant maturity
b = the yield for the shorter U.S. Treasury constant maturity
x = the term of the longer U.S. Treasury constant maturity
y = the term of the shorter U.S. Treasury constant maturity
z = “n” (as defined in the present value factor calculation above) divided by twelve (12).
For purposes of this clause (2), if the Yield Rate is calculated to be zero, the number 0.00001 shall be deemed to be the Yield Rate.
Notwithstanding any provision to the contrary, if “z” equals a term reported under the U.S. “Treasury constant maturities” subheading in the Fed Release, the yield for such term shall be used, and interpolation shall not be necessary. If publication of the Fed Release is discontinued by the Federal Reserve Board, Lender shall determine the Yield Rate from another source selected by Xxxxxx. Any determination of the Yield Rate by Xxxxxx will be binding absent manifest error.]
(b) If the prepayment is made on or after the Yield Maintenance Period End Date but before the last calendar day of the fourth month prior to the month in which the Maturity Date occurs, the Prepayment Premium shall be one percent (1%) of the amount of principal being prepaid.
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(c) Notwithstanding the provisions of Section 2.04 (Prepayment; Prepayment Lockout; Prepayment Premium) of this Master Agreement, no Prepayment Premium shall be payable with respect to any prepayment made on or after the last calendar day of the fourth month prior to the month in which the Maturity Date occurs.
[Remainder of Page Intentionally Blank]
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SCHEDULE 13
[omitted for SEC filing purposes]
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SCHEDULE 16.1 TO
MASTER CREDIT FACILITY AGREEMENT
[omitted for SEC filing purposes]
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SCHEDULE 26.1 TO
MASTER CREDIT FACILITY AGREEMENT
CERTIFICATE
(KANSAS – NO ORAL AGREEMENTS)
This Certificate is attached to, and made an integral part of, the Master Agreement, pursuant to K.S.A. Sections 16‑117 and 16‑118, as follows:
The Master Agreement and all other Loan Documents collectively constitute the written credit agreement which is the final expression of the credit agreement between Borrower and Lender.
The Master Agreement and all other Loan Documents may not be contradicted by evidence of any prior oral credit agreement or of a contemporaneous oral credit agreement between Xxxxxxxx and Xxxxxx.
The following space (which Borrower and Lender agree is sufficient space) is provided for the placement of nonstandard terms, if any:
__________________________________________________
[None]
Borrower and Xxxxxx affirm that there is no unwritten oral credit agreement between Borrower and Lender with respect to the subject matter of the Master Agreement and all other Loan Documents.
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Borrower’s Initials: /s/ GTH Lender’s Initials: /s/ adb
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