AMENDMENT NO. 1 TO MASTER LEASE AND SECURITY AGREEMENT (Chatfield Close- Out/Lease Combination)


Exhibit 10.1

(Xxxxxxxxx Close-Out/Lease Combination)


THIS AMENDMENT NO. 1 TO MASTER LEASE AND SECURITY AGREEMENT (hereinafter, this “Amendment”) is to be effective as of September 1, 2018 (the “Amendment Date”), by and between each of the entities identified on Schedule 1 as an “Existing Landlord” (individually and collectively, “Existing Landlord”) and a “New Landlord” (individually and collectively, “New Landlord” and with Existing Landlord, “Landlord”), and each of the entities identified on Schedule 1 as “Existing Tenant” (individually and collectively, “Existing Tenant”) and a “New Tenant” (individually and collectively, “New Tenant” and with Existing Tenant, “Tenant”).
RECITALS
A.Existing Landlord and Existing Tenant are parties to that certain Master Lease and Security Agreement dated as of April 26, 2018 (as amended, the “Master Lease”); and
B.Ventas, Inc. (“Ventas”) and Brookdale Senior Living, Inc. (“Brookdale”) are parties to that certain letter agreement (the “Side Letter”) dated April 26, 2018; and
C.The parties hereto, together with certain parties to the Separate Leases (as defined in the Side Letter) are parties to that certain Lease Combination Agreement (“LCA”) dated as of April 26, 2018 pursuant to which a Combination Notice was, pursuant to the terms of the Side Letter, deemed to have been delivered (i) adding certain Subject Facilities (as defined in the LCA) and the New Landlord and New Tenant to the Lease when the debt encumbering the Subject Facilities identified on Schedule 1A (the “New Facilities”) was repaid, and (ii) removing the same from applicable Separate Leases (as defined in the LCA), each effective August 1, 2018 (the “Combination Effective Date”); and
D.Additionally, Tenant has requested that Landlord reimburse Tenant for certain improvements previously made to the Facility known as “Brookdale Xxxxxxxxx” with a street address of Xxx Xxxxxxxxx Xxxxx, Xxxx Xxxxxxxx, XX, 00000 (the “Brookdale Xxxxxxxxx”), in the amount of $[***] at a [***]% return (the “Chatfield Reimbursement”); and
E.Landlord has agreed to reimburse Tenant for such amount subject to execution of this Amendment and, concurrently herewith, Landlord has funded such amount to Tenant; and
F.Landlord and Tenant wish to amend the Master Lease as set forth herein.
    NOW, THEREFORE, in consideration of the foregoing Recitals, which by this reference are incorporated herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


1.    Capitalized Terms. All capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Lease.
2.    Amendments to Lease. As of the Effective Date, the Master Lease included the terms of Section 1.2 of Exhibit H of the Master Lease (as such Exhibit H is amended and restated pursuant to Section 2.8 of this Amendment). Without limiting the foregoing, the Master Lease is amended as follows:
2.1.    From and after the Combination Effective Date, the Minimum Rent (the “Old Minimum Rent”) under the Master Lease as of immediately prior to the Combination Effective Date shall be deemed to have been increased by $16,287,536 (being the aggregate Hypothetical Minimum Rent of the New Facilities immediately prior to the Combination Effective Date), resulting in Minimum Rent for the period from the Combination Effective Date through August 31, 2018 to be equal to $159,592,568 per annum. The Initial Term shall be deemed to have commenced, with respect to each Applicable Facility, on the commencement date that is applicable to such Applicable Facility as provided in the applicable Separate Lease. The Existing Lease that applied to each Applicable Facility immediately prior to the Combination Effective Date shall be deemed to be such applicable Separate Lease.
2.2.    As of the date hereof, on account of the Xxxxxxxxx Reimbursement, the Minimum Rent for the Lease Year ending on December 31, 2018 is increased by $78,652 to the rate of $159,671,220 per annum. Such increase shall not limit the terms of Section 4.1.6 of the Lease.
2.3.    From and after the Combination Effective Date, the Premises, the Facilities and the Landlord Personal Property shall be deemed to include the property described on Exhibit B to this Amendment.
2.4.    For the avoidance of doubt, the provisions of Section 2.3 of the Master Lease shall apply with respect to the addition of each Applicable Facility, except that with respect to such Applicable Facility, the “Effective Date” for such Applicable Facility shall be deemed to be the Combination Effective Date.
2.5.    The definition of “Agreed Rate” in Exhibit A of the Master Lease is hereby deleted and replaced with the following:
“Agreed Rate” shall mean, for any month, a rate per annum equal to 4% per annum plus the highest prime rate reported in the Money Rates column or section of The Wall Street Journal published on the first Business Day of that month, as having been the prime rate in effect for corporate loans at large U.S. money center commercial banks (whether or not such rate has actually been charged by any such bank) as of the first Business Day of such month. If The Wall Street Journal ceases publication of the prime rate, the “Agreed Rate” shall mean the prime rate (or base rate) announced by XX Xxxxxx Xxxxx Bank, N.A., New York, New York, or its successors (whether or not such rate has actually been charged by such bank). If such bank discontinues the practice of announcing the prime rate, the “Agreed Rate” shall

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


mean 4% per annum plus the highest rate charged by such bank on short-term, unsecured loans to its more creditworthy large corporate borrowers.
2.6.    Exhibit B to the Master Lease is hereby amended to add the information as set forth in Exhibit B attached hereto.
2.7.    Exhibit G to the Master Lease is hereby amended to add the information as set forth in Exhibit G attached hereto.
2.8.    Exhibit H to the Master Lease is hereby amended and restated as set forth in Exhibit H attached hereto, and all references to Exhibit H in this Amendment refer to Exhibit H attached hereto.
2.9.    Schedule 1 to the Master Lease is hereby replaced with Schedule 1 attached hereto to reflect, as of the Combination Effective Date (after giving effect to the addition of each Applicable Facility to the Master Lease and the increase in Minimum Rent described above), (i) the Landlords, the Tenants, and the facility information for each of the Facilities, and (ii) the Tenant’s Proportionate Shares (shown to three decimal places).
2.10.    Schedule 1A to the Master Lease is hereby amended to add the information as set forth in Schedule 1A attached hereto.
2.11.    Schedule 2.3.1 to the Master Lease is hereby amended to add the information as set forth in Schedule 2.3.1 attached hereto.
2.12.    Schedule 5.3(b) to the Master Lease is hereby amended and restated as set forth in Schedule 5.3(b) attached hereto.
2.13.    Schedule 5.10.1 to the Master Lease is hereby amended to add the information as set forth in Schedule 5.10.1 attached hereto.
3.    Lease Combination.    As of the Combination Effective Date, each New Tenant (the “Applicable Tenant”) and each New Landlord (the “Applicable Landlord”) under the Separate Lease with respect to the applicable New Facility (the “Applicable Facility”) combined the Master Lease and such Separate Lease into a single Lease as provided in Section 14.1 and Exhibit H (the “Lease Combination Provisions”) of the Master Lease. For purposes of the Lease Combination Provisions, the Master Lease is the Surviving Lease, the Combination Effective Date is the Surviving Lease Date, such Separate Lease is a Combination Lease, and the Applicable Facility is the “Additional Property.” For the avoidance of doubt, this Section 3 shall be deemed to have combined each such Separate Lease, as it relates to the Applicable Facility, into the Master Lease, such that the Master Lease governs with respect to the Applicable Facility from and after the Combination Effective Date.
4.    Assumption by Landlord. As of the Combination Effective Date, Applicable Landlord joined in and agreed to be bound by the Master Lease as a Master Lease Landlord

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


thereunder and assumes the obligations of (and been assigned the rights of) a landlord under the Master Lease.
5.    Assumption by Tenant. As of the Combination Effective Date, Applicable Tenant joined in and agreed to be bound by the Master Lease as a Master Lease Tenant thereunder and assumed all of the obligations of (and was assigned the rights of) a tenant under the Master Lease. Further, and as provided in Section 1.2.5 of Exhibit H of the Master Lease, Applicable Tenant was deemed to have acknowledged and agreed that, as a Master Lease Tenant under the Master Lease, it shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under the Combination Lease insofar as they relate to the Applicable Facility that were not paid, performed and satisfied in full prior to the Combination Effective Date.
6.    Deposits. Deposits held by the Applicable Landlord under any Separate Lease with respect to the Applicable Facility shall be treated in accordance with the terms of the Side Letter.
7.    Miscellaneous.
7.1.    Consistency. Whether or not specifically modified or amended by the provisions of this Amendment, all of the provisions, schedules and exhibits of the Master Lease and the Separate Leases shall be deemed to have been amended (i) to the extent necessary to make such provisions, schedules and exhibits consistent with the modifications and amendments provided for in the preceding portions of this Amendment, and (ii) to the extent necessary to give effect to the purpose and intent of this Amendment.
7.2.    Integrated Agreement; Modifications; Waivers. This Amendment, and the Master Lease as amended hereby, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior representations, understandings and agreements, whether written or oral, with respect to such subject matter. Each of the parties hereto acknowledges that it has not relied upon, in entering into this Amendment, any representation, warranty, promise or condition not specifically set forth in this Amendment.
7.3.    Sealed Writing. The parties acknowledge and agree that the Master Lease, as amended by this Amendment, is intended to be a sealed instrument and to comply with Virginia Code Sections 55-2 and 11-3, and shall be interpreted as if the words “this deed of Lease” were included in the body of the Master Lease.
7.4.    Effect of Amendment. Except as expressly modified in this Amendment, the Master Lease shall remain in full force and effect and is expressly ratified and confirmed by the parties hereto, and Tenant shall lease the Facilities (as modified by this Amendment) from Landlord on the terms set forth in the Master Lease (as modified by this Amendment). In the event of any inconsistencies between the terms of this Amendment and any terms of the Master Lease, the terms of this Amendment shall control.
7.5.    Counterparts. This Amendment may be executed and delivered (including by facsimile or Portable Document Format (pdf) transmission) in counterparts, all of which executed

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


counterparts shall together constitute a single document. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document. Any such facsimile documents and signatures shall have the same force and effect as manually-signed originals and shall be binding on the parties hereto.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


IN WITNESS WHEREOF, this Amendment has been executed by Landlord and Tenant as of the date first written above.

TENANT:
BLC-THE HALLMARK, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

BLC-KENWOOD OF LAKE VIEW, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

BROOKDALE SENIOR LIVING COMMUNITIES, INC. a Delaware corporation (f/k/a Alterra Healthcare Corporation and Alternative Living Services, Inc.)

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


ACKNOWLEDGEMENT

STATE OF Tennessee            )
) :ss.:
COUNTY OF Xxxxxxxxxx        )

Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Brookdale Senior Living Communities, Inc., a Delaware corporation (“Company”), by Xxxx Xxxxxxxx, its EVP, which Company executed the foregoing instrument, who acknowledged that she/he did sign the foregoing instrument for and on behalf of the Company, being thereunto duly authorized and that the same is her/his free act and deed individually and in said capacity and the free and deed of the Company.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Brentwood,Tennessee, this 31st day of August, 2018.


(SEAL)    
/s/ Xxxxx X. XxXxxxx                
Notary Public
Print Name: Xxxxx X. XxXxxxx        
My commission expires: 11-18-19        
Acting in the County of: Xxxxxxxxxx        

BLC-GABLES AT FARMINGTON, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


BLC-DEVONSHIRE OF XXXXXXX ESTATES, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

BLC-THE BERKSHIRE OF CASTLETON, L.P., a Delaware limited partnership

By: BLC-The Berkshire of Castleton, LLC, a Delaware limited liability company, its General Partner

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          


BLC-SPRINGS AT EAST MESA, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

 
 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



BLC-RIVER BAY CLUB, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

BLC-WOODSIDE TERRACE, L.P., a Delaware limited partnership

By: BLC-Woodside Terrace, LLC, a Delaware limited liability company, its general partner

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          


BLC-ATRIUM AT SAN JOSE, L.P., a Delaware limited partnership

By: BLC-Atrium at San Xxxx, LLC, a Delaware limited liability company, its general partner

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



BLC-BROOKDALE PLACE OF SAN MARCOS, L.P., a Delaware limited partnership
By: BLC-Brookdale Place of San Marcos, LLC, a Delaware limited liability company, its general partner

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

BLC-XXXXX DE XXXX, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

BLC-PARK PLACE, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

 
 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


BLC-HAWTHORNE LAKES, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

BLC-THE WILLOWS, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          


BLC-BRENDENWOOD, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

BLC-XXXXXXXXX, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          


 
 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


BROOKDALE LIVING COMMUNITIES OF FLORIDA, INC. a Delaware corporation

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

BROOKDALE LIVING COMMUNITIES OF ILLINOIS-DNC, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

BROOKDALE LIVING COMMUNITIES OF ILLINOIS-GV, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          


SW ASSISTED LIVING, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          



 

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


SUMMERVILLE AT FAIRWOOD MANOR, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

SUMMERVILLE AT HERITAGE PLACE, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          


SUMMERVILLE 5 LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          

SUMMERVILLE 4 LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


SUMMERVILLE 14 LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          



SUMMERVILLE 15 LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          



SUMMERVILLE 16 LLC, a Delaware limited liability company


By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          



SUMMERVILLE 17 LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



SUMMERVILLE AT RIDGEWOOD GARDENS LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          


ALS PROPERTIES TENANT I, LLC, 
a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          



ACKNOWLEDGEMENT

STATE OF Tennessee            )
) :ss.:
COUNTY OF Xxxxxxxxxx        )

Before me, the undersigned, a Notary Public in and for said County and State, personally appeared ALS Properties Tenant I, LLC, a Delaware limited liability company (“Company”), by Xxxx Xxxxxxxx, its EVP, which Company executed the foregoing instrument, who acknowledged that she/he did sign the foregoing instrument for and on behalf of the Company, being thereunto duly authorized and that the same is her/his free act and deed individually and in said capacity and the free and deed of the Company.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Brentwood,Tennessee, this 31st day of August, 2018.

(SEAL)    
/s/ Xxxxx X. XxXxxxx                
Notary Public
Print Name: Xxxxx X. XxXxxxx        
My commission expires: 11-18-19        
Acting in the County of: Xxxxxxxxxx        



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.


ALS PROPERTIES TENANT II, LLC, a Delaware limited liability company

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          


ALS LEASING, INC., a Delaware corporation

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          


ACKNOWLEDGEMENT

STATE OF Tennessee            )
) :ss.:
COUNTY OF Xxxxxxxxxx        )

Before me, the undersigned, a Notary Public in and for said County and State, personally appeared ALS Leasing, Inc.., a Delaware corporation (“Company”), by Xxxx Xxxxxxxx, its EVP, which Company executed the foregoing instrument, who acknowledged that she/he did sign the foregoing instrument for and on behalf of the Company, being thereunto duly authorized and that the same is her/his free act and deed individually and in said capacity and the free and deed of the Company.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Brentwood,Tennessee, this 31st day of August, 2018.

(SEAL)    
/s/ Xxxxx X. XxXxxxx                
Notary Public
Print Name: Xxxxx X. XxXxxxx        
My commission expires: 11-18-19        
Acting in the County of: Xxxxxxxxxx        


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.




ASSISTED LIVING PROPERTIES, INC., a Kansas corporation

By:  /s/ H. Xxxx Xxxxxxxx                    
Name:  H. Xxxx Xxxxxxxx                    
Title:  Executive Vice President          



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.




LANDLORD:
VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership
By: Ventas, Inc., a Delaware corporation, its general partner

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Sr. Vice President & Chief Tax Officer


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.




PSLT-ALS PROPERTIES I, LLC, a Delaware limited liability company
By: PSLT-ALS Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer



ACKNOWLEDGEMENT

STATE OF Kentucky     )
            ) :ss.:
COUNTY OF Jefferson     )

Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Ventas Provident, LLC, a Delaware limited liability company (“Company”), the sole member of PSLT GP, LLC, the general partner of PSLT OP, L.P., the sole member of PSLT-ALS Properties Holdings, LLC, the sole member of PSLT-ALT Properties I, LLC, by Xxxxx X. Xxxx, its VP & Treasurer, which Company executed the foregoing instrument, who acknowledged that she/he did sign the foregoing instrument for and on behalf of the Company, being thereunto duly authorized and that the same is her/his free act and deed individually and in said capacity and the free and deed of the Company.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Louisville, Kentucky, this 31st day of August, 2018.


(SEAL)
/s/ Xxxxxxx X. Xxxxxx                
Notary Public
Print Name: Xxxxxxx X. Xxxxxx        
My commission expires: 2/1/2020        
Acting in the County of: Jefferson        

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.





PSLT-ALS PROPERTIES II, LLC, a Delaware limited liability company
By: PSLT-ALS Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer



PSLT-ALS PROPERTIES IV, LLC, a Delaware limited liability company

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



PSLT-ALS PROPERTIES III, LLC, a Delaware limited liability company

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer



ACKNOWLEDGEMENT

STATE OF Kentucky     )
            ) :ss.:
COUNTY OF Jefferson     )

Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Xxxxx X. Xxxx, VP & Treasurer of PSLT-ALS PROPERTIES III, LLC, a Delaware limited liability company (“Company”), which Company executed the foregoing instrument, who acknowledged that she/he did sign the foregoing instrument for and on behalf of the Company, being thereunto duly authorized and that the same is her/his free act and deed individually and in said capacity and the free and deed of the Company.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Louisville, Kentucky, this 31st day of August, 2018.


(SEAL)
/s/ Xxxxxxx X. Xxxxxx                
Notary Public
Print Name: Xxxxxxx X. Xxxxxx        
My commission expires: 2/1/2020        
Acting in the County of: Jefferson        



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.




BROOKDALE LIVING COMMUNITIES OF ILLINOIS-2960, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


BROOKDALE LIVING COMMUNITIES OF ILLINOIS-HV, LLC, a Delaware limited liability company

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Authorized Signatory



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



RIVER OAKS PARTNERS, an Illinois general partnership
By: Brookdale Holdings, LLC, its managing partner
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


BROOKDALE LIVING COMMUNITIES OF MINNESOTA, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



BROOKDALE LIVING COMMUNITIES OF CONNECTICUT, LLC, a Delaware limited liability company

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


PSLT-BLC PROPERTIES HOLDINGS, LLC, a Delaware limited liability company
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



THE PONDS OF PEMBROKE LIMITED PARTNERSHIP, an Illinois general partnership
By: Brookdale Holdings, LLC, its general partner
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


BROOKDALE LIVING COMMUNITIES OF ARIZONA-EM, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



BROOKDALE LIVING COMMUNITIES OF MASSACHUSETTS-RB, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


BROOKDALE LIVING COMMUNITIES OF CALIFORNIA-RC, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



BROOKDALE LIVING COMMUNITIES OF CALIFORNIA, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


BLC OF CALIFORNIA-SAN MARCOS, L.P., a Delaware limited partnership
By: Brookdale Living Communities of California-San Marcos, LLC, its general partner
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



BROOKDALE LIVING COMMUNITIES OF WASHINGTON-PP, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


BROOKDALE LIVING COMMUNITIES OF ILLINOIS-II, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
By: Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



BROOKDALE LIVING COMMUNITIES OF NEW JERSEY, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer

BROOKDALE LIVING COMMUNITIES OF FLORIDA-CL, LLC, a Delaware limited liability company
By: PSLT-BLC Properties Holdings, LLC, its sole member
By: PSLT OP, L.P., its sole member
By: PSLT GP, LLC, its general partner
Ventas Provident, LLC, its sole member

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer




Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



NATIONWIDE HEALTH PROPERTIES, LLC, a Delaware limited liability company

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


ACKNOWLEDGEMENT

STATE OF Kentucky     )
            ) :ss.:
COUNTY OF Jefferson     )

Before me, the undersigned, a Notary Public in and for said County and State, personally appeared Nationwide Health Properties, LLC, a Delaware limited liability company corporation (“Company”), by Xxxxx X. Xxxx, its VP & Treasurer, which Company executed the foregoing instrument, who acknowledged that she/he did sign the foregoing instrument for and on behalf of the Company, being thereunto duly authorized and that the same is her/his free act and deed individually and in said capacity and the free and deed of the Company.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Louisville, Kentucky, this 31st day of August, 2018.


(SEAL)
/s/ Xxxxxxx X. Xxxxxx                
Notary Public
Print Name: Xxxxxxx X. Xxxxxx        
My commission expires: 2/1/2020        
Acting in the County of: Jefferson        


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.




2010 UNION LIMITED PARTNERSHIP, a Washington limited partnership
By: Nationwide Health Properties, LLC, its general partner

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer

NH TEXAS PROPERTIES LIMITED PARTNERSHIP, a Texas limited partnership
By: MLD Texas Corporation, its general partner

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


MLD PROPERTIES, INC., a Delaware corporation

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



JER/NHP SENIOR LIVING ACQUISITION, LLC, a Delaware limited liability company

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


ACKNOWLEDGEMENT

STATE OF Kentucky     )
            ) :ss.:
COUNTY OF Jefferson     )

Before me, the undersigned, a Notary Public in and for said County and State, personally appeared JER/NHP Senior Living Acquisition, LLC, a Delaware limited liability company (“Company”), by Xxxxx X. Xxxx, its VP & Treasurer, which Company executed the foregoing instrument, who acknowledged that she/he did sign the foregoing instrument for and on behalf of the Company, being thereunto duly authorized and that the same is her/his free act and deed individually and in said capacity and the free and deed of the Company.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Louisville, Kentucky, this 31st day of August, 2018.


(SEAL)
/s/ Xxxxxxx X. Xxxxxx                
Notary Public
Print Name: Xxxxxxx X. Xxxxxx        
My commission expires: 2/1/2020        
Acting in the County of: Jefferson        





Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



JER/NHP SENIOR LIVING KANSAS, INC., a Kansas corporation

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


JER/NHP SENIOR LIVING TEXAS, L.P., a Texas limited partnership
By: JER/NHP Management Texas, LLC, its general partner

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


MLD PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership
By: MLD Properties II, Inc., its general partner

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



NHP XXXXXXX, LLC, a Delaware limited liability company

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer




ACKNOWLEDGEMENT

STATE OF Kentucky     )
            ) :ss.:
COUNTY OF Jefferson     )

Before me, the undersigned, a Notary Public in and for said County and State, personally appeared NHP XXXXXXX, LLC, a Delaware limited liability company (“Company”), by Xxxxx X. Xxxx, its VP & Treasurer, which Company executed the foregoing instrument, who acknowledged that she/he did sign the foregoing instrument for and on behalf of the Company, being thereunto duly authorized and that the same is her/his free act and deed individually and in said capacity and the free and deed of the Company.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Louisville, Kentucky, this 31st day of August, 2018.


(SEAL)
/s/ Xxxxxxx X. Xxxxxx                
Notary Public
Print Name: Xxxxxxx X. Xxxxxx        
My commission expires: 2/1/2020        
Acting in the County of: Jefferson        


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.




 
VENTAS FAIRWOOD, LLC, a Delaware limited liability company

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


VENTAS FRAMINGHAM, LLC, a Delaware limited liability company

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


VENTAS WHITEHALL ESTATES, LLC, a Delaware limited liability company

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



VTR-EMRTS HOLDINGS, LLC, a Delaware limited liability company

By:  /s/ Xxxxx X. Xxxx        
Name: Xxxxx X. Xxxx         
Title: Vice President & Treasurer


 


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.




CONSENT AND REAFFIRMATION OF GUARANTOR
THIS CONSENT AND REAFFIRMATION OF GUARANTOR (this “Reaffirmation”) is entered into concurrently with and is attached to and hereby made a part of Amendment No. 1 to Master Lease and Security Agreement effective as of September 1, 2018 (the “Lease Amendment”) between Landlord and Tenant (both, as defined therein).
BROOKDALE SENIOR LIVING INC., a Delaware corporation (“Guarantor”) executed and delivered that certain Guaranty dated as of April 26, 2018 (the “Guaranty”), pursuant to which Guarantor guarantied for the benefit of Landlord, the obligations of Tenant under the Lease.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Guarantor hereby acknowledges, reaffirms and agrees:
1.Capitalized terms used but not defined in this Reaffirmation shall have the same meanings for purposes of this Reaffirmation as provided in or for purposes of the Lease Amendment.
2.Guarantor hereby (i) acknowledges and consents to the Lease Amendment, (ii) reaffirms its obligations under the Guaranty with respect to the Lease as amended by the Lease Amendment, and (iii) confirms that the Guaranty remains in full force and effect.
3.Although Guarantor has been informed of the terms of the Lease Amendment, Guarantor understands and agrees that Landlord has no duty to so notify it or to seek this or any future acknowledgment, consent or reaffirmation, and nothing contained herein shall create or imply any such duty as to any transactions, past or future.
Guarantor has executed this Consent and Reaffirmation of Guarantor effective as of the Amendment Date.
GUARANTOR:
BROOKDALE SENIOR LIVING INC.,
a Delaware corporation
By: /s/ H. Xxxx Xxxxxxxx        
Name: H. Xxxx Xxxxxxxx        
Title: EVP, Corporate Development     



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



ADDITIONS TO EXHIBIT B
Legal Descriptions
1.    Brookdale Xxxxxx Springs (VTR ID - [***]) (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0154

2.    Brookdale West Boynton Beach (VTR ID – [***]) (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0154

3.    Brookdale Xxxxxx Beach (VTR ID – [***]) (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0154

4.    Brookdale Alliance (VTR ID – [***]) (BKD ID – [***])    
See legal description for such Applicable Facility as included in lease LS0053

5.    Brookdale Westerville (VTR ID – [***]) (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0053

6.    Brookdale Evansville (VTR ID – [***]) (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0053

7.    Brookdale Inver Grove Heights (VTR ID - [***]) (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0053

8.    Brookdale Kenmore (VTR ID – [***]) (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0053


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



9.    Brookdale Leawood State Line (VTR ID – [***]) (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0053

10.    Brookdale El Camino (VTR ID – [***]) (BKD ID – [***])    
See legal description for such Applicable Facility as included in lease LS0053

11.    Brookdale Niskayuna (VTR ID – [***]) (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0053

12.    Brookdale Northville (VTR ID – [***]) (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0053

13.    Brookdale Puyallup South (VTR ID – [***])    (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0053

14.    Brookdale Centre Pointe Boulevard (VTR ID – [***]) (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0053

15.    Brookdale Topeka (VTR ID – [***])    (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0053

16.    Brookdale West Melbourne MC (VTR ID – [***]) (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0053

17.    Brookdale Williamsville (VTR ID – [***]) (BKD ID – [***])
See legal description for such Applicable Facility as included in lease LS0053

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.





Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



ADDITIONS TO EXHIBIT G
Restrictive Covenants
[***]
[2 pages omitted]


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.




EXHIBIT H
1.
Combination of Properties. If Landlord desires to combine this Lease with one or more properties (“Additional Properties”) under a Combination Lease, Tenant shall execute an amendment to this Lease pursuant to which (a) if this Lease is the Surviving Lease, the Additional Properties covered by the Combination Lease are added as Facilities under this Lease and otherwise merged into this Lease or (b) if the Combination Lease is the Surviving Lease, the Facilities covered by this Lease are added as Facilities under the Combination Lease and otherwise merged into the Combination Lease, in each case subject to this Exhibit H. Notwithstanding anything to the contrary contained in this Lease, unless Tenant agrees otherwise (in its sole discretion), this Lease shall at all times be the “Surviving Lease” (and Landlord shall be deemed to have elected or chosen this Lease as the Surviving Lease) if Landlord elects to combine this Lease with any other lease or agreement pursuant to this Exhibit H.
1.1.
Surviving Lease. References in this Lease to the “Surviving Lease” shall mean and refer to whichever of this Lease or the Combination Lease is chosen or deemed chosen by Landlord to be the Surviving Lease.
1.2.
Lease Amendments Where This Lease Survives. If this Lease is the Surviving Lease, effective as of the date specified in Section 1.3 of this Exhibit H (the “Surviving Lease Date”), this Lease shall be deemed to be amended as follows:
1.2.1.
The Additional Properties shall be included as Facilities under this Lease and the appropriate exhibits to this Lease shall be amended to add the addresses and legal descriptions of such Additional Properties;
1.2.2.
Minimum Rent under this Lease shall be the combination of the respective amounts of the Minimum Rent under this Lease and the Combination Lease;
1.2.3.
The term, any rental escalations and extension rights applicable to any Additional Property under a Combination Lease shall apply with respect to such Additional Property under this Lease after the combination (notwithstanding the terms of this Lease);
1.2.4.
Schedule 1 and the Proportionate Shares shall be amended as provided in Section 2.6 of this Exhibit H;
1.2.5.
Subject to the terms of Section 7 of this Lease, Tenant under this Lease shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under the Combination Lease, insofar as they relate to the Additional Properties, that were not paid, performed and satisfied in full prior to the Surviving Lease Date, and, without limitation of the foregoing, (1) any “Event of Default” that had occurred, arisen or accrued under the Combination Lease prior to the Surviving Lease Date shall be, and shall be deemed to be, an “Event of Default” under this Lease

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



(subject to the characterization of such Event of Default pursuant to Section 2.5 of the Omnibus Agreement), as to which the rights and remedies and other provisions of this Lease shall be applicable, (2) any breach or default that had occurred, arisen or accrued under the Combination Lease prior to the Surviving Lease Date but had not yet become an Event of Default under the Combination Lease as of the Surviving Lease Date shall be, and be deemed to be, a breach or default under this Lease, as to which the cure periods, rights and remedies and other provisions of this Lease shall be applicable, and (3) with respect to any breach or default described in clause (2) above, although the cure periods, rights and remedies and other provisions of this Lease shall be applicable, the portion of any cure period under the Combination Lease that had elapsed as of the Surviving Lease Date shall be counted in determining whether and when the applicable cure period under this Lease has expired. Notwithstanding the foregoing or anything to the contrary contained herein, Landlord shall not have the right to combine into this Lease any Combination Lease that has an existing Master Lease Event of Default (other than a monetary Event of Default);
1.2.6.
The Additional Properties shall otherwise be incorporated into this Lease as Facilities included under this Lease the same as if this Lease, from the inception of this Lease, had included such Facilities as Facilities under this Lease on the rent and other economic terms described in the Combination Lease (and, in such regard, any provisions of the Combination Lease that apply particularly, or in a particular manner, to any or all of the Additional Properties shall continue to apply thereto under this Lease (e.g., if an Additional Property is located in a particular jurisdiction and, under the Combination Lease, particular provisions apply thereto on account thereof, such provisions shall continue to apply to such Additional Property under this Lease, as the Surviving Lease)); and
1.2.7.
In addition to the foregoing, this Lease (and/or the Combination Lease), as applicable, shall each be equitably modified (to the extent necessary) in connection with the addition of Additional Properties to this Lease to ensure that Tenant’s rights (economic or otherwise) are not reduced, and its obligations (economic or otherwise) are not increased, under either of this Lease or the Combination Lease, in each case in any material respect.
1.3.
Surviving Lease Date. In the case of any combination of leases pursuant to Section 14.1 and this Exhibit H, such combination shall be effective on the date the required amendments to this Lease and the Combination Lease are fully executed and delivered by the parties thereto.
1.4.
Additional Actions. Landlord and each Tenant shall take such actions and execute and deliver such documents, including required amendments to this Lease and the Combination Lease, as are reasonably necessary and appropriate to effectuate fully the provisions and intent of Section 14.1 and Section 1 of this Exhibit H.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



2.
New Lease. If Landlord elects to separate from this Lease one or more Transferred Facilities and move them to a New Lease, Tenant shall execute such New Lease and an amendment to this Lease, pursuant to the terms of this Section 2.
2.1.
New Lease Terms. Landlord and Tenant shall execute a New Lease for such Transferred Facilities, effective as of the date specified in Section 2.3 of this Exhibit H (the “Property Transfer Date”), in the same form and substance as this Lease (and Landlord shall be deemed to have elected or chosen the terms of such New Lease as the governing terms if Landlord elects to combine such New Lease with any other lease or agreement pursuant to its terms), but with the following changes thereto:
2.1.1.
The initial Minimum Rent for such Transferred Facilities shall be an amount of Minimum Rent allocable to the Transferred Facilities immediately prior to the Property Transfer Date (based upon the Proportionate Shares of such Transferred Facilities and as described in Section 2.7 of this Exhibit H). The term, any rental escalations and extension rights applicable to any Transferred Facilities under this Lease shall apply under the New Lease after the combination, provided (i) extension rights shall apply in the same manner as required under this Lease and (ii) any escalation shall be applied in the full amount required as if such Transferred Facilities had been under the New Lease for a full year, notwithstanding that the period from the Property Transfer Date to the rent escalation date may be less than one full year.
2.1.2.
The Proportionate Shares for the Transferred Facilities shall be determined as provided in Section 2.7 of this Exhibit H.
2.1.3.
The New Lease shall provide that each Tenant thereunder shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under this Lease, insofar as they relate to the Transferred Facilities subject to the New Lease, that were not paid, performed and satisfied in full prior to the Property Transfer Date (and Tenant under this Lease shall also be responsible for the payment, performance and satisfaction of the aforesaid duties, obligations and liabilities not paid, performed and satisfied in full prior to the Property Transfer Date), and shall further provide that the Tenant thereunder shall not be responsible for the payment, performance or satisfaction of any duties, obligations and liabilities of Tenant under this Lease arising after the Property Transfer Date.
2.1.4.
At the election of Landlord, any one or more of the provisions of the New Lease pertaining to the REIT Requirements of any REIT Affiliate shall be deleted.
2.1.5.
Such New Lease shall contain escrow and capital expenditures deposits in the same manner or fashion as described in this Lease. Such amounts under the New Lease shall initially be funded by Landlord from the Escrow Deposits and Facility Upgrade Deposits credited to Tenant, with the Escrow Deposits and Facility Upgrade Deposits under the New Lease to be equal to such amounts, as determined by Landlord, in its

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



reasonable discretion, as are held by Landlord under this Lease with respect to the Transferred Facilities immediately prior to the Property Transfer Date; provided, however, that any such determination by Landlord that changes the then-applicable allocations of such Escrow Deposits or Facility Upgrade Deposits shall in no event increase (or result in any increase in) the amount of Escrow Deposits or Facility Upgrade Deposits that Tenant is required to deposit, in the aggregate, under this Lease and the New Lease.
2.1.6.
Such New Lease shall be guaranteed in the same manner or fashion as this Lease. Such New Lease shall remain subject to the Lease Guaranty for so long as the Facilities subject to such New Lease are owned by Ventas or a wholly owned Affiliate of Ventas. Contemporaneously with the transfer of any Facility(ies) under a New Lease to a party that is not Ventas or a wholly-owned Affiliate of Ventas (a “Third Party”), Tenant shall cause Guarantor to execute and deliver to Landlord a Lease Guaranty in the same form and substance with respect to the New Lease and the duties, liabilities and other obligations of Tenant under such New Lease as such Guarantor’s Lease Guaranty with respect to this Lease and the duties, liabilities and other obligations of Tenant under this Lease (a “New Guaranty”); provided that if, in one transaction or in a series of related transactions, Landlord transfers 15 or fewer Facilities to any Third Party, the New Guaranty with respect to such Facilities shall not include any “Portfolio Coverage Ratio” requirement or any “Landlord Termination Right Period” or the rights associated therewith.
2.2.
Amendments to this Lease. Upon execution of such New Lease, and effective as of the Property Transfer Date, this Lease shall be deemed to be amended to provide that (a) the Transferred Facilities shall be excluded from the Facilities hereunder, (b) Minimum Rent hereunder shall be reduced by the amount of the Minimum Rent allocable to the Transferred Facilities (based upon the Proportionate Shares of such Transferred Facilities and as described in Section 2.6 of this Exhibit H) and (c) Schedule 1 of this Lease shall be amended as provided in Section 2.7 of this Exhibit H. Such amendments shall occur automatically and without the necessity of any further action by Landlord or Tenant, but, at Landlord’s election, the same shall be reflected in a formal amendment to this Lease, which amendment shall be promptly executed by Tenant.
2.3.
Effective Date. Any New Lease shall be effective on the date the New Lease and the New Guaranty (if applicable) are fully executed and delivered by the parties thereto.
2.4.
Other Undertakings. Tenant shall take such actions and execute and deliver such documents, including the New Lease and causing Guarantor to execute and deliver the New Guaranty (if applicable), and if requested by Landlord, an amendment to this Lease, as are reasonably necessary and appropriate to effect fully the provisions and intent of this Section 2 of this Exhibit H, and Landlord shall execute and deliver an amendment of this Lease in accordance with Section 2.2 of this Exhibit H.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



2.5.
Renewal Rights under this Lease and Other Leases. Notwithstanding anything to the contrary contained in Section 3 of this Lease, this Exhibit H or elsewhere in this Lease, Tenant acknowledges and agrees that (a) any purported Renewal Notice sent by it under this Lease shall be void and of no force or effect unless, simultaneously with the issuance of any such Renewal Notice, the tenant under each of the Other Leases that is co-terminous with this Lease and that remains in effect, also issues a Renewal Notice (as such term may be defined in such Other Leases) with respect to the property(ies) to which each such Other Lease applies and (b) if the tenant under any such Other Lease is for any reason precluded by the terms of such Other Lease from exercising its renewal rights thereunder (e.g., due to the existence of a Master Lease Event of Default (after giving effect to the Omnibus Agreement), Tenant shall be precluded from exercising its renewal rights under this Lease.
2.6.
New Proportionate Shares. As of the Effective Date, Schedule 1 includes, with respect to each Facility, the proportionate share of Minimum Rent allocated to such Facility (the “Proportionate Share”), which Proportionate Share is expressed as a percentage (to two decimal places) and is subject to adjustment as follows:
2.6.1.
Deletion of a Facility(ies) pursuant to Section 7.4.12. In the event a Facility or Facilities are removed from this Lease as provided in Section 7.4.12, Schedule 1 to this Lease shall be revised to remove the allocations of Minimum Rent and the Proportionate Share(s) for the Deleted Facility(ies), and to recalculate the Proportionate Shares applicable to the remaining Facilities set forth on such Schedule 1 so that each remaining Facility shall have a Proportionate Share equal to the percentage that the Proportionate Share for such remaining Facility, prior to such revision of Schedule 1, comprises of the aggregate Proportionate Shares, prior to such revision of Schedule 1, for all of the Facilities remaining under this Lease such that the aggregate of all of such recalculated Proportionate Shares equals 100%.
2.6.2.
Combination of Leases pursuant to Section 14.1 and Exhibit H. In the event this Lease is combined with a Combination Lease as provided in Section 14.1 and this Lease is the Surviving Lease, Schedule 1 to this Lease shall be amended so as to add thereto the Proportionate Share(s) relative to the Facility(ies) under the Combination Lease that was/were previously included in Schedule 1 to the Combination Lease, and the Proportionate Share(s) of the Facility(ies) included in this Lease (including the additional Facility(ies) from the Combination Lease) shall be recalculated so that each such Facility shall have a Proportionate Share equal to the percentage that the Minimum Rent allocable to such Facility (which allocable portion of Minimum Rent shall remain equal to the share of Minimum Rent that was allocated to such Facility under this Lease or the Combination Lease, as applicable, prior to the combination of such leases pursuant to such Section 14.1 and Exhibit H) comprises of the aggregate Minimum Rent for all Facilities included in this Lease (including the Additional Properties) and so that the aggregate of all Proportionate Shares equals 100%.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



2.7.
New Lease pursuant to Section 14.2 and Exhibit H. In the event a New Lease is entered into pursuant to Section 14.2 and Exhibit H:
2.7.1.
Such New Lease shall include a schedule comparable to Schedule 1 of this Lease, and such schedule shall include therein a Proportionate Share for each Facility covered by the New Lease equal to the percentage that the Minimum Rent allocable to such Facility under the New Lease comprises of the aggregate Minimum Rent for all Facilities under such New Lease (and the aggregate of all such Proportionate Shares under such New Lease shall equal 100%); and
2.7.2.
Upon the execution of such New Lease, and effective as of the Property Transfer Date, Schedule 1 of this Lease shall be deemed amended so as to remove the Proportionate Shares for the Transferred Facilities, and the Proportionate Shares for the Facilities remaining under this Lease shall be recalculated so that each such Facility shall have a Proportionate Share equal to the percentage that the Minimum Rent for such Facility comprises of the aggregate Minimum Rent for all Facilities remaining under this Lease, and so that the aggregate of all Proportionate Shares remaining under this Lease equals 100%. Such amendments shall occur automatically and without the necessity of any further action by Landlord or Tenant, but, at Landlord’s election, the same shall be reflected in a formal amendment to this Lease, which amendment shall be promptly executed by Tenant.



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



SCHEDULE 1
FACILITY INFORMATION: BUSINESS, UNITS, ETC.
“ALF” = Assisted Living Community
“ALZ” = Memory Care Community
“ILF” = Independent Living Community
“SNF” = Skilled Nursing Facility
*Each Landlord listed with an asterisk after its name is a New Landlord, and each Landlord without an asterisk after its name is an "Existing Landlord". Each Tenant listed with an asterisk after its name is a New Tenant, and each Tenant without an asterisk after its name is an "Existing Tenant".

VTR ID
BKD ID
Community Name
Landlord
Tenant
Address
Type
No. of Units
Tenant’s Proportionate Share
Listed Sale Facility
[***]
[***]
Northbrook
Ventas Realty, Limited Partnership
Brookdale Living Communities of Illinois-GV, LLC
0000 Xxxxxxx Xxxx, Xxxxxxxxxx, XX, 00000
IL/AL
220
[***]
[***]
[***]
[***]
Lake Shore Drive
Brookdale Living Communities of Illinois-2960, LLC
BLC-The Hallmark, LLC
0000 Xxxxx Xxxx Xxxxx Xxxxx, Xxxxxxx, XX, 00000
IL/AL
337
[***]
[***]
[***]
[***]
Lake View
Brookdale Living Communities of Illinois-HV, LLC
BLC-Kenwood of Lake View, LLC
0000 Xxxxx Xxxxxxxx Xxxx, Xxxxxxx, XX, 00000
IL/AL
254
[***]
[***]
[***]
[***]
Farmington
Brookdale Living Communities of Connecticut, LLC
BLC-Gables at Farmington, LLC
00 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX, 0000
IL/AL
168
[***]
[***]
[***]
[***]
Xxxxxxx Estates
PSLT-BLC Properties Holdings, LLC
BLC-Devonshire of Xxxxxxx Estates, LLC
0000 Xxxxxxxxxx Xxxx, Xxxxxxx Xxxxxxx, XX, 00000
IL/AL
249
[***]
[***]
[***]
[***]
Castleton
PSLT-BLC Properties Holdings, LLC
BLC-The Berkshire of Castleton, L.P.
0000 Xxxxx Xxxxxx, Xxxxxxxxxxxx, XX, 00000
AL
137
[***]
[***]
[***]
[***]
Springs Mesa
Brookdale Living Communities of Arizona-EM, LLC
BLC-Springs at East Mesa, LLC
0000 Xxxx Xxxxxxxx Xx, Xxxx, XX, 00000
IL/AL
186
[***]
[***]
[***]
[***]
Quincy Bay
Brookdale Living Communities of Massachusetts-RB, LLC
BLC-River Bay Club, LLC
00 Xxxxxxxx Xxxxxx, Xxxxxx, XX, 00000
IL/AL
281
[***]
[***]
[***]
[***]
Redwood City
Brookdale Living Communities of California-RC, LLC
BLC-Woodside Terrace, L.P.
000 Xxxxxxxx Xxxx, Xxxxxxx Xxxx, XX, 00000
IL/AL
271
[***]
[***]
[***]
[***]
San Xxxx
Brookdale Living Communities of California, LLC
BLC-Atrium at San Xxxx, L.P.
0000 Xxxxxxx Xxxxx Xxx, Xxx Xxxx, XX, 00000
IL/AL/ALZ
294
[***]
[***]
[***]
[***]
San Marcos
Brookdale Living Communities of California-San Marcos, L.P.
BLC-Brookdale Place at San Marcos, L.P.
0000 X. Xxx Xxxxxx Xxxx., Xxx Xxxxxx, XX, 00000
AL
209
[***]
[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



[***]
[***]
Santa Fe
PSLT-BLC Properties Holdings, LLC
BLC-Xxxxx de Xxxx, LLC
000 Xxxx Xxxxx, Xxxxx Xx, XX, 00000
IL/AL
143
[***]
[***]
[***]
[***]
Park Place
Brookdale Living Communities of Washington-PP, LLC
BLC-Park Place, LLC
000 Xxxxx Xxxx Xxxx, Xxxxxxx, XX, 00000
IL/AL/ALZ
190
[***]
[***]
[***]
[***]
Hawthorn Lakes IL/AL
Brookdale Living Communities of Illinois-II, LLC
BLC-Hawthorne Lakes, LLC
00 X. Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxx, XX, 00000
IL/AL
201
[***]
[***]
[***]
[***]
Hawthorn Lakes AL
PSLT-BLC Properties Holdings, LLC
BLC-The Willows, LLC
00 X. Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxx, XX, 00000
AL
50
[***]
[***]
[***]
[***]
Evesham
Brookdale Living Communities of New Jersey, LLC
BLC-Brendenwood, LLC
0 Xxxxxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxx, XX, 00000
AL
145
[***]
[***]
[***]
[***]
Xxxxxxxxx
PSLT-BLC Properties Holdings, LLC
BLC-Xxxxxxxxx, LLC
Xxx Xxxxxxxxx Xxxxx, Xxxx Xxxxxxxx, XX, 00000
IL/AL/ALZ
201
[***]
[***]
[***]
[***]
West Palm Beach
Brookdale Living Communities of Florida-CL, LLC
Brookdale Living Communities of Florida, Inc.
0000 Xxxxxx Xxxxxx, Xxxx Xxxx Xxxxx, XX, 00000
IL/AL
290
[***]
[***]
[***]
[***]
Lisle SNF
Ventas Realty, Limited Partnership
Brookdale Living Communities of Illinois-DNC, LLC
0000 Xxxxx Xxxx, Xxxxx, XX, 00000
SNF
82
[***]
[***]
[***]
[***]
Boulder Creek
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
0000 00xx Xxxxxx, Xxxxxxx, XX, 00000
AL
76
[***]
[***]
[***]
[***]
Forest Grove
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
0000 00xx Xxxxxx, Xxxxxx Xxxxx, XX, 00000
AL
88
[***]
[***]
[***]
[***]
Mt. Hood
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
00000 X.X. Xxxxx Xxxxxx, Xxxxxxx, XX, 00000
AL
77
[***]
[***]
[***]
[***]
Richland
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
0000 Xxxxxx Xxxxxxxxxx Xxx, Xxxxxxxx, XX, 00000
AL
114
[***]
[***]
[***]
[***]
Allenmore AL
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
0000 X. 00xx Xxxxxx, Xxxxxx, XX, 00000
AL
68
[***]
[***]
[***]
[***]
Denton North
NH Texas Properties Limited Partnership
Brookdale Senior Living Communities, Inc.
0000 Xxxxx Xxxxxx Xxxxx, Xxxxxx, XX, 00000
AL
37
[***]
[***]
[***]
[***]
Ennis
NH Texas Properties Limited Partnership
Brookdale Senior Living Communities, Inc.
0000 Xxxxxxxxx, Xxxxx, XX, 00000
AL
33
[***]
[***]
[***]
[***]
Broken Arrow
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
0000 X Xxxxx Xxxx, Xxxxxx Xxxxx, XX, 00000
AL / ALZ
69
[***]
[***]
[***]
[***]
Salina Fairdale
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
0000 Xxxx Xxxxxxxx, Xxxxxx, XX, 00000
AL
40
[***]
[***]
[***]
[***]
Tavares
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
0000 Xxxx Xxxxxx, Xxxxxxx, XX, 00000
AL
42
[***]
[***]
[***]
[***]
Greenville AL/MC
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
0000 X. Xxxxxxxx, Xxxxxxxxxx, XX, 00000
AL / ALZ
66
[***]
[***]
[***]
[***]
Avondale
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX, 00000
AL
42
[***]
[***]
[***]
[***]
Springdale
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
00000 Xxxxxxxxxxx Xxxx, Xxxxxxxxxx, XX, 00000
AL / ALZ
41
[***]
[***]
[***]
[***]
Palm Coast
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
0 Xxxx Xxxxx Xxxxx, Xxxx Xxxxx, XX, 00000
AL
42
[***]
[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



[***]
[***]
Rotonda
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
000 Xxxxxxx Xxxx Xxxx, Xxxxxxx Xxxx, XX, 00000
AL
42
[***]
[***]
[***]
[***]
Yakima
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxx, XX, 00000
AL
73
[***]
[***]
[***]
[***]
Falling Creek
MLD Properties, Inc.
Brookdale Senior Living Communities, Inc.
000 00xx Xxxxxx XX, Xxxxxxx, XX, 00000
AL
42
[***]
[***]
[***]
[***]
Xxxxxxxx Xxx Road
Nationwide Health Properties, LLC
Brookdale Senior Living Communities, Inc.
0000 Xxxx Xxx Xx, Xxxxxxxx, XX, 00000
AL
52
[***]
[***]
[***]
[***]
Allenmore - IL
2010 Union Limited Partnership
Brookdale Senior Living Communities, Inc.
0000 X. Xxxxx Xxxxxx, Xxxxxx, XX, 00000
IL
118
[***]
[***]
[***]
[***]
South Windsor
Ventas Realty, Limited Partnership
SW Assisted Living, LLC
0000 Xxxxxxxxx Xxxx, Xxxxx Xxxxxxx, XX, 00000
AL/ALZ
81
[***]
[***]
[***]
[***]
Anaheim
Ventas Realty, Limited Partnership
Summerville at Fairwood Manor, LLC
000 Xxxxx Xxxx Xxxxxx, Xxxxxxx, XX, 00000
AL/ALZ
115
[***]
[***]
[***]
[***]
Tracy
Ventas Realty, Limited Partnership
Summerville at Heritage Place, LLC
000 Xxxx Xxxxx Xxxx Xxxx, Xxxxx, XX, 00000
AL/ALZ
131
[***]
[***]
[***]
[***]
Xxxxxxx Park
Ventas Framingham, LLC
Summerville 5 LLC
000 Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx, XX, 00000
IL/AL/ALZ
225
[***]
[***]
[***]
[***]
Cape Cod
Ventas Whitehall Estates, LLC
Summerville 4 LLC
000 Xxxxxxxx Xxxx, Xxxxxxx, XX, 00000
AL/ALZ
80
[***]
[***]
[***]
[***]
Deer Creek AL/MC
Ventas Realty, Limited Partnership
Summerville 17 LLC
0000 Xxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx Xxxxx, XX, 00000
AL/ALZ
128
[***]
[***]
[***]
[***]
Salem AL (VA)
Nationwide Health Properties, LLC
Summerville at Ridgewood Gardens LLC
0000 Xxxxxxxxx Xxxxx, Xxxxx, XX, 00000
AL/ALZ
74
[***]
[***]
[***]
[***]
Austintown
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxxx Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxxx, XX, 00000
ALZ
32
[***]
[***]
[***]
[***]
Beavercreek
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxxxx Xxxxxx Xxxx, Xxxxxxxxxxx, XX, 00000
AL
42
[***]
[***]
[***]
[***]
Cary
PSLT-ALS Properties II, LLC
ALS Properties Tenant II, LLC
0000 Xxxxxx Xxxx Xxxx, Xxxx, XX, 00000
ALZ
44
[***]
[***]
[***]
[***]
Clinton IL
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
00 Xxxxxxxxx Xxxxx, Xxxxxxx, XX, 00000
IL
84
[***]
[***]
[***]
[***]
Vista Grande
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, XX, 00000
AL
67
[***]
[***]
[***]
[***]
Eden Prairie
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxxxxxx Xxxx, Xxxx Xxxxxxx, XX, 00000
ALZ
46
[***]
[***]
[***]
[***]
Kenosha
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
00000 00xx Xxxxxx, Xxxxxxx, XX, 00000
ALZ
54
[***]
[***]
[***]
[***]
LaCrosse MC
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxxx Xxxxxx, Xx Xxxxxx, XX, 00000
ALZ
32
[***]
[***]
[***]
[***]
LaCrosse AL
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxx Xxxxxx Xxxxx, Xx Xxxxxx, XX, 00000
AL
52
[***]
[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



[***]
[***]
Alderwood
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
00000 00xx Xxxxxx Xxxx, Xxxxxxxx, XX, 00000
ALZ
60
[***]
[***]
[***]
[***]
Xxxxxx AL (IN)
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxx Xxx Xxxx, Xxxxxx, XX, 00000
AL
42
[***]
[***]
[***]
[***]
East Arbor
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxx Xxxxx Xxxxxx, Xxxx, XX, 00000
AL
50
[***]
[***]
[***]
[***]
East Niskayuna
PSLT-ALS Properties II, LLC
ALS Properties Tenant II, LLC
0000 Xxxx Xxxxxxxxxxx Xxxx, Xxxxxxxxxxx, XX, 00000
ALZ
46
[***]
[***]
[***]
[***]
North Oaks
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx Xxxx, XX, 00000
ALZ
46
[***]
[***]
[***]
[***]
Oro Valley
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
00000 Xxxxx Xxxxxx Xxxx, Xxx Xxxxxx, XX, 00000
ALZ
34
[***]
[***]
[***]
[***]
Pensacola
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, XX, 00000
AL
50
[***]
[***]
[***]
[***]
Peoria
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxx Xxxxxxxxxx Xxxxx, Xxxxxx, XX, 00000
AL
50
[***]
[***]
[***]
[***]
Pittsford
PSLT-ALS Properties II, LLC
ALS Properties Tenant II, LLC
000 Xxxxxx Xxxxx, Xxxxxxxxx, XX, 00000
ALZ
46
[***]
[***]
[***]
[***]
Plymouth
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
00000 00xx Xxxxxx Xxxxx, Xxxxxxxx, XX, 00000
ALZ
46
[***]
[***]
[***]
[***]
Portage AL
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxxxxx Xxxx, Xxxxxxx, XX, 00000
AL
42
[***]
[***]
[***]
[***]
Richmond
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxxx X Xxxxxx, Xxxxxxxx, XX, 00000
AL
42
[***]
[***]
[***]
[***]
Salem AL (OH)
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx, XX, 00000
AL
42
[***]
[***]
[***]
[***]
Summerfield
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
000 Xxxxxxxxxxx Xxxxxxx Xxxx, Xxxxxxxx, XX, 00000
IL
84
[***]
[***]
[***]
[***]
Tempe
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx, XX, 00000
ALZ
46
[***]
[***]
[***]
[***]
East Tucson
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxx Xxxxxxxx Xxxxxxxxx, Xxxxxx, XX, 00000
AL
46
[***]
[***]
[***]
[***]
Twin Falls
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxxxx Xxxxxx Xxxxx, Xxxx Xxxxx, XX, 00000
AL
70
[***]
[***]
[***]
[***]
Utica AL
PSLT-ALS Properties II, LLC
ALS Properties Tenant II, LLC
00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx, XX, 00000
AL
58
[***]
[***]
[***]
[***]
Westampton
PSLT-ALS Properties II, LLC
ALS Properties Tenant II, LLC
000 Xxxxxxxx Xxxx, Xxxxxxxxxx, XX, 00000
ALZ
44
[***]
[***]
[***]
[***]
Winston-Salem
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
000 Xxxxx Xxxxx Xxxxx Xxxx, Xxxxxxx-Xxxxx, XX, 00000
ALZ
32
[***]
[***]
[***]
[***]
Winter Haven MC
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxxxxx Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx, XX, 00000
ALZ
32
[***]
[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



[***]
[***]
Winter Haven AL
PSLT-ALS Properties I, LLC
ALS Properties Tenant I, LLC
0000 Xxxxxxx Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx, XX, 00000
AL
42
[***]
[***]
[***]
[***]
Xxxxxxxxxx Xxxxx Xxxxx
XXX/XXX Senior Living Acquisition, LLC
ALS Leasing, Inc.
00000 Xxxxx Xxxx, Xxxxxxxxxx Xxxxx, XX, 00000
ALZ
28
[***]
[***]
[***]
[***]
Farmington Hills North II
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
00000 Xxxxx Xxxx, Xxxxxxxxxx Xxxxx, XX, 00000
ALZ
28
[***]
[***]
[***]
[***]
Utica MC
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
00000 Xxxxx Xxxxxx Xxxx., Xxxxx, XX, 00000
ALZ
28
[***]
[***]
[***]
[***]
Meridian AL
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
0000 Xxxxx Xx, Xxxxxxx, XX, 00000
AL
59
[***]
[***]
[***]
[***]
Troy MC
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
0000 Xxxxxxxxxx Xxx, Xxxx, XX, 00000
ALZ
46
[***]
[***]
[***]
[***]
Davison
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, XX, 00000
AL
32
[***]
[***]
[***]
[***]
Delta MC
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx Xxxxxxxx, XX, 00000
ALZ
34
[***]
[***]
[***]
[***]
Grand Blanc MC
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
0000 Xxxxxxx Xxxx, Xxxxx, XX, 00000
ALZ
46
[***]
[***]
[***]
[***]
Grand Blanc AL
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
0000 Xxxxxxx Xxxx, Xxxxx, XX, 00000
AL
66
[***]
[***]
[***]
[***]
Troy AL
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
0000 Xxxxxxxxxx Xxx, Xxxx, XX, 00000
AL
66
[***]
[***]
[***]
[***]
Delta AL
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx Xxxxxxxx, XX, 00000
AL
19
[***]
[***]
[***]
[***]
Fort Xxxxx The Colony
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
00000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxx Xxxxx, XX, 00000
ALZ
32
[***]
[***]
[***]
[***]
Ormond Beach West
JER/NHP Senior Living Acquisition, LLC
Assisted Living Properties, Inc.
000 Xxxxxxxxxxx Xxxx., Xxxxxx Xxxxx, XX, 00000
ALZ
42
[***]
[***]
[***]
[***]
Crown Point
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
00000 Xxx Xxxxx Xxxxxxxxx Xxxx, Xxxxxxxxxxxx, XX, 00000
ALZ
32
[***]
[***]
[***]
[***]
Manlius
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
000 Xxxxx Xxxx, Xxxxxxx, XX, 00000
AL
78
[***]
[***]
[***]
[***]
Onalaska
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
000 00xx Xxxxxx Xxxxx, Xxxxxxxx, XX, 00000
AL
19
[***]
[***]
[***]
[***]
Sun Prairie
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
000 Xxxxxxxx Xxxxx, Xxx Xxxxxxx, XX, 00000
ALZ
20
[***]
[***]
[***]
[***]
Mankato
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
000 Xxxxx Xxxx, Xxxxxxx, XX, 00000
AL
19
[***]
[***]
[***]
[***]
Winona
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
000 X Xxxxxxxxx Xxxxxx, Xxxxxx, XX, 00000
AL
19
[***]
[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



[***]
[***]
Middleton Century Ave
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX, 00000
AL
19
[***]
[***]
[***]
[***]
Willmar
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
0000 00xx Xxxxxx XxxxxXxxx, Xxxxxx, XX, 00000
AL
19
[***]
[***]
[***]
[***]
Faribault
JER/NHP Senior Living Acquisition, LLC
ALS Leasing, Inc.
000 Xxxxxx Xxxx, Xxxxxxxxx, XX, 00000
AL
19
[***]
[***]
[***]
[***]
Derby
JER/NHP Senior Living Kansas, Inc.
Assisted Living Properties, Inc.
0000 X Xxxxxx Xxxxx, Xxxxx, XX, 00000
AL
25
[***]
[***]
[***]
[***]
Wellington
JER/NHP Senior Living Kansas, Inc.
Assisted Living Properties, Inc.
000 X Xxxx Xxxxxx, Xxxxxxxxxx, XX, 00000
AL
26
[***]
[***]
[***]
[***]
Barberton
JER/NHP Senior Living Acquisition, LLC
Assisted Living Properties, Inc.
000 Xxxxxx Xxxxx, Xxxxxxxxx, XX, 00000
AL
42
[***]
[***]
[***]
[***]
Centennial Park
JER/NHP Senior Living Acquisition, LLC
Assisted Living Properties, Inc.
000 Xxxxx Xxxx, Xxxxxxx, XX, 00000
AL
41
[***]
[***]
[***]
[***]
Xxxxxx AL/MC (OH)
JER/NHP Senior Living Acquisition, LLC
Assisted Living Properties, Inc.
000 Xxxxx Xxxx Xxxx, Xxxxxx, XX, 00000
AL / ALZ
43
[***]
[***]
[***]
[***]
Bartlesville South
JER/NHP Senior Living Acquisition, LLC
Assisted Living Properties, Inc.
0000 XX Xxxxxxx Xxxxx, Xxxxxxxxxxxx, XX, 00000
AL
33
[***]
[***]
[***]
[***]
Bethany
JER/NHP Senior Living Acquisition, LLC
Assisted Living Properties, Inc.
0000 X Xxxxxxx Xxxx, Xxxxxxx, XX, 00000
AL
26
[***]
[***]
[***]
[***]
Kerrville
JER/NHP Senior Living Texas, L.P.
Assisted Living Properties, Inc.
000 Xxxxxx Xxxxx, Xxxxxxxxx, XX, 00000
AL
37
[***]
[***]
[***]
[***]
Medical Center Whitby
JER/NHP Senior Living Texas, L.P.
Assisted Living Properties, Inc.
0000 Xxxxxx Xxxx, Xxx Xxxxxxx, XX, 00000
AL
49
[***]
[***]
[***]
[***]
Western Hills
JER/NHP Senior Living Texas, L.P.
Assisted Living Properties, Inc.
0000 X Xxxxx Xxxxxx, Xxxxxx, XX, 00000
AL
42
[***]
[***]
[***]
[***]
Xxxxxx Springs
VTR-EMRTS Holdings, LLC*
Summerville 14 LLC*
00000 Xxxxx Xxx Xxxxx, Xxxxxx Xxxxxxx, XX, 00000
AL
148
[***]
[***]
[***]
[***]
West Boynton Beach
VTR-EMRTS Holdings, LLC*
Summerville 15 LLC*
0000 Xxx Xxxx, Xxxxxxx Xxxxx, XX, 00000
AL/ALZ
147
[***]
[***]
[***]
[***]
Xxxxxx Beach
VTR-EMRTS Holdings, LLC*
Summerville 16 LLC*
0000 XX Xxxxxx Xxxxx Xxxxx, Xxxxxx Xxxxx, XX, 00000
AL/ALZ
147
[***]
[***]
[***]
[***]
Alliance
PSLT-ALS Properties III, LLC*
ALS Properties Tenant I, LLC*
0000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxx, XX, 00000
AL
42
[***]
[***]
[***]
[***]
Westerville
PSLT-ALS Properties III, LLC*
ALS Properties Tenant I, LLC*
0000 Xxxxxx Xxxx, Xxxxxxxx, XX, 00000
AL/ALZ
43
[***]
[***]
[***]
[***]
Evansville
PSLT-ALS Properties III, LLC*
ALS Properties Tenant I, LLC*
0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX, 00000
AL
42
[***]
[***]
[***]
[***]
Inver Grove Heights
PSLT-ALS Properties III, LLC*
ALS Properties Tenant I, LLC*
0000 Xxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxxx, XX, 00000
AL
19
[***]
[***]
[***]
[***]
Kenmore
PSLT-ALS Properties IV, LLC*
ALS Properties Tenant II, LLC*
0000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX, 00000
AL
113
[***]
[***]
[***]
[***]
Leawood State Line
PSLT-ALS Properties III, LLC*
ALS Properties Tenant I, LLC*
00000 Xxxxx Xxxx Xxxx, Xxxxxxx, XX, 00000
ALZ
34
[***]
[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



[***]
[***]
El Camino
PSLT-ALS Properties III, LLC*
ALS Properties Tenant I, LLC*
0000 Xxxxxxxx Xxxx, Xxxxxx, XX, 00000
AL
64
[***]
[***]
[***]
[***]
Niskayuna
PSLT-ALS Properties IV, LLC*
ALS Properties Tenant II, LLC*
0000 Xxxxx Xxxxxx, Xxxxxxxxx, XX, 00000
AL
100
[***]
[***]
[***]
[***]
Northville
PSLT-ALS Properties IV, LLC*
ALS Properties Tenant II, LLC*
00000 Xxx Xxxx Xxxx, Xxxxxxxxxx, XX, 00000
AL
60
[***]
[***]
[***]
[***]
Puyallup South
PSLT-ALS Properties III, LLC*
ALS Properties Tenant I, LLC*
0000 000xx Xxxxxx Xxxx, Xxxxxxxx, XX, 00000
ALZ
46
[***]
[***]
[***]
[***]
Centre Pointe Boulevard
PSLT-ALS Properties III, LLC*
ALS Properties Tenant I, LLC*
0000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxx, XX, 00000
ALZ
32
[***]
[***]
[***]
[***]
Topeka
PSLT-ALS Properties III, LLC*
ALS Properties Tenant I, LLC*
0000 XX Xxxxx Xxxx, Xxxxxx, XX, 00000
ALZ
35
[***]
[***]
[***]
[***]
West Melbourne MC
PSLT-ALS Properties III, LLC*
ALS Properties Tenant I, LLC*
0000 Xxxxxxxxx Xxxxx, Xxxx Xxxxxxxxx, XX, 00000
ALZ
36
[***]
[***]
[***]
[***]
Williamsville
PSLT-ALS Properties IV, LLC*
ALS Properties Tenant II, LLC*
0000 Xxxx Xxxxxx, Xxxxxxxxxxxxx, XX, 00000
ALZ
46
[***]
[***]


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



ADDITIONS TO SCHEDULE 1A
Authorizations and Licensed Beds/Units
VTR ID
BKD ID
Community Name
Tenant
Licensee
License State
License Type(s)
Licensed Capacity
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



Additions to Schedule 2.3.1
1.
Emeritus (LS0154)
a.
Master Lease Agreement No. 1 by and between Ventas Realty, Limited Partnership, and Summerville 14 LLC, Summerville 15 LLC, and Summerville 16 LLC, dated as of June 24, 2009, as the same may have been amended, restated, supplemented, or modified from time to time, together with any and all related letter agreements, guaranties, and other ancillary agreements.

2.
Alterra III (LS0053)
a.
Lease Combination Agreement and First Amendment to Lease by and between PSLT-ALS Properties III, LLC, PSLT-ALS Properties IV, LLC, ALS Properties Tenant I, LLC, and ALS Properties Tenant II, LLC, dated as of October 22, 2009, as the same may have been amended, restated, supplemented, or modified from time to time, together with any and all related letter agreements, guaranties, and other ancillary agreements.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.




Schedule 5.3(b)

A.
The following Facilities formerly subject to the NHP Master Lease (or related NHP individual lease)1:

•
Xxxxxxxxx Xxxxxx Xxxxx (Xxxxxx Xxxxx, XX)
•
Brookdale Mt. Hood (Gresham, OR)
•
Brookdale Allenmore (IL) (Tacoma, WA)
•
Brookdale Allenmore (AL) (Tacoma, WA)
•
Brookdale Falling Creek (Hickory, NC)
•
Brookdale Rotonda (Rotonda West, FL)
•
Brookdale Avondale (Jacksonville, FL)
•
Brookdale Palm Coast (Palm Coast, FL)
•
Brookdale Xxxxxxx (Tavares, FL)
•
Brookdale Richland (Richland, WA)
•
Brookdale Boulder Creek (Boulder, CO)
•
Brookdale Yakima (Yakima, WA)
•
Brookdale Xxxxxxxx Xxx Road (Chandler, AZ)
•
Brookdale Salina Fairdale (Salina, KS)
•
Brookdale Greenville (OH) (Greenville, OH)
•
Brookdale Springdale (Springdale, OH)
•
Brookdale Broken Arrow (Broken Arrow, OK)
•
Brookdale Denton North (Combination rDenton, TX)
•
Brookdale Xxxxx (Ennis, TX)

_________
1 Landlord has no right to acquire any of the vehicles at these Facilities upon Tenant’s surrender of the Facilities.


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.






B.    The following Facilities formerly subject to the JER/NHP Master Lease2:
•
Brookdale Farmington Hill North (Farmington Hills, MI)
•
Brookdale Farmington North II (Farmington Hills, MI)
•
Brookdale Utica (MC) (Utica, MI)
•
Brookdale Meridian (Haslett, MI)
•
Brookdale Xxxx (MC) (Troy, MI)
•
Brookdale Xxxx (AL) (Troy, MI)
•
Brookdale Davison (Davison, MI)
•
Brookdale Delta (MC) (Lansing (Delta Township), MI)
•
Brookdale Delta (AL) (Lansing (Delta Township), MI)
•
Brookdale Grand Blanc (MC) (Xxxxx, MI)
•
Brookdale Grand Blanc (AL) (Holly, MI)
•
Brookdale Fort Xxxxx The Colony (Fort Xxxxx, FL)
•
Xxxxxxxxx Xxxxxx Xxxxx Xxxx (Xxxxxx Xxxxx, XX)
•
Brookdale Crown Point (Jacksonville, FL)
•
Brookdale Manlius (Manlius, NY)
•
Brookdale Onalaska (Onalaska, WI)
•
Brookdale Sun Prairie (Sun Prairie, WI)
•
Brookdale Mankato (Mankato, MN)
•
Brookdale Winona (Winona, MN)
•
Brookdale Middleton Century Avenue (Middleton, WI)
•
Brookdale Willmar (Xxxxxxx, MN)
•
Brookdale Faribault (Faribault, MN)
•
Brookdale Derby (Derby, KS)
•
Brookdale Wellington (Wellington, KS)
•
Brookdale Barberton (Barberton, OH)
•
Brookdale Centennial Park (Englewood (Clayton), OH)
•
Brookdale Xxxxxx (OH) (Marion, OH)
•
Brookdale Bartlesville South (Bartlesville, OK)
•
Brookdale Xxxxxxx (Bethany, OK)
•
Brookdale Kerrville (Kerrville, TX)
•
Brookdale Medical Center Whitby (San Antonio, TX)
•
Brookdale Western Hills (Temple, TX)
_________
2There is no Landlord Personal Property for any of these Facilities as of the Effective Date, and vehicles are part of Tenant’s Personal Property. Landlord has no right to acquire any vehicles upon Tenant’s surrender of the Premises.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



C.    The following Facilities formerly subject to the Provident/Alterra I and Alterra II Master Leases3:

•
Brookdale North Oaks (North Oaks, MN)
•
Brookdale Plymouth (Plymouth, MN)
•
Brookdale Eden Prairie (Eden Prairie, MN)
•
Brookdale Kenosha (Kenosha, WI)
•
Brookdale Evansville (Evansville, IN)
•
Brookdale Marion (Marion, IN)
•
Brookdale Portage (Portage, IN)
•
Brookdale Richmond (Richmond, IN)
•
Brookdale Winston-Salem (Winston Salem, NC)
•
Brookdale Centre Point Boulevard (Tallahassee, FL)
•
Brookdale Pensacola (Pensacola, FL)
•
Brookdale Winter Haven (MC) (Winter Haven, FL)
•
Brookdale Winter Haven (AL) (Winter Haven, FL)
•
Brookdale West Melbourne (West Melbourne, FL)
•
Brookdale Clinton (NY) (Clinton, NY)
•
Brookdale Summerfield (Syracuse, NY)
•
Brookdale Tempe (Tempe, AZ)
•
Brookdale Puyallup South (Puyallup, WA)
•
Brookdale Twin Falls (Twin Falls, ID)
•
Brookdale Oro Valley (Oro Valley, AZ)
•
Brookdale Vista Grande (Colorado Springs, CO)
•
Brookdale El Camino (Pueblo, CO)
•
Brookdale East Arbor (Mesa, AZ)
•
Brookdale Peoria (Peoria, AZ)
•
Brookdale East Tucson (Tucson, AZ)
•
Brookdale Lacrosse (MC) (LaCrosse, WI)
•
Brookdale Lacrosse (AL) (LaCrosse, WI)
•
Brookdale Xxxxx Xxxxx Xxxxxxx (Xxxxx Xxxxx Xxxxxxx, XX)
•
Brookdale Alliance (Alliance, OH)
•
Brookdale Austintown (Austintown, OH)
•
Brookdale Westerville (Columbus, OH)
•
Brookdale Salem (OH) (Salem, OH)
•
Brookdale Beavercreek (Beavercreek, OH)
•
Brookdale Leawood State Line (Leawood, KS)
•
Brookdale Topeka (Topeka, KS)
•
Brookdale Alderwood (Lynnwood, WA)
•
Brookdale Utica (AL) (Utica, MI)

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



•
Brookdale Northville (Northville, MI)
•
Brookdale Xxxx (Cary, NC)
•
Brookdale Westampton (Westampton, NJ)
•
Brookdale East Niskayuna (Niskayuna (Schenectady), NY)
•
Brookdale Williamsville (Williamsville, NY)
•
Brookdale Pittsford (Pittsford, NY)
•
Brookdale Kenmore (NY) (Kenmore, NY)
•
Brookdale Niskayuna (Niskayuna, NY)

_________
3 Landlord has no right to acquire any of the vehicles at these Facilities upon Tenant’s surrender of the Facilities.


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.




D.    The following Facility formerly subject to the Grand Court Master Lease4:

•
Brookdale Northbrook (Northbrook, IL)






__________
4 Landlord’s Option to Purchase the Tenant’s Personal Property. Effective on not less than ninety (90) days’ prior written notice given at any time (i) within one hundred eighty (180) days prior to the expiration of the Term, but not later than ninety (90) days prior to such expiration, (ii) within thirty (30) days after the termination of this Lease if this Lease is terminated in whole or in part, or (iii) within thirty (30) days after the dispossession of Tenant with respect to the Leased Property(ies) prior to the expiration of the Term, Landlord or any successor operator shall have the option to purchase all or any portion of Tenant’s vehicles located at the above Facility for a purchase price equal to the unamortized portion of the original cost thereof based upon the economic useful life, as defined GAAP, subject to, and with appropriate price adjustments for, all equipment leases, conditional sale contracts, UCC-1 financing statements and other encumbrances to which such vehicles are subject. The notice from Landlord or any successor operator exercising such right shall specify which vehicle(s) that Landlord or any successor operator has elected to acquire. Promptly following demand by Landlord (but in any event within thirty (30) days following such demand), Tenant shall deliver to Landlord a computation and statement, in form, content and detail reasonably satisfactory to Landlord, of the purchase price described above as of the date of such expiration, termination or dispossession, as the case may be, for all vehicles located at such Facility. If Landlord reasonably and in good faith disputes or disagrees with Tenant’s calculation of such purchase price, Landlord shall so notify Tenant in writing, whereupon the parties shall act mutually, reasonably and in good faith for a period of ten (10) days to agree upon such purchase price. If the parties are unable to agree upon such purchase price, then Tenant’s calculation, absent manifest error, shall control and be binding on the parties. Tenant shall execute and deliver such assignments, conveyance documents, bills of sale and other instruments as Landlord shall reasonably require to evidence such conveyance and otherwise reasonably assist Landlord with such conveyance.


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.




E.    The following Facility formerly subject to the NHP Summerville Master Lease5:

•
Brookdale Salem (VA) (Salem, VA)


__________
5 Landlord has the option to purchase Tenant’s vehicles at this Facility upon Tenant’s surrender of the Facility for their then fair market value.


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.




F.    The following Facilities formerly subject to the Ventas-Summerville Master Lease6:

•
Brookdale Anaheim (Anaheim, CA)
•
Brookdale Tracy (Tracy, CA)
•
Brookdale South Windsor (South Windsor, CT)
•
Brookdale Xxxxxx Springs (Bonita Springs, FL)
•
Xxxxxxxxx Xxxx Xxxxxxx Xxxxx (Xxxxxxx Xxxxx, XX)
•
Brookdale Deer Creek (Deerfield Beach, FL)
•
Brookdale Xxxxxx Beach (Jensen Beach, FL)
•
Xxxxxxxxx Xxxxxxx Xxxx (Xxxxxxxxxx, XX)
•
Brookdale Cape Cod (Hyannis, MA)


__________
6 Landlord has no right to acquire any of the vehicles at these Facilities upon Tenant’s surrender of the Facilities.


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



G.    The following Facility formerly subject to a Provident 22 Individual Lease:

•
Brookdale Lisle SNF (Lisle, IL)

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



Schedule 5.10.1

[SEE ATTACHMENT]



Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



Affiliate Management and Sublease Agreements*
 
 
Revised 9/1/18
 
 
 
 
 
 
 
 
BU
Current Facility Name
Prior Facility Name
State
Portfolio
[***]
Brookdale North Oaks
CB North Oaks, MN
MN
Ventas I - Alterra
[***]
Brookdale Plymouth
CB Plymouth, MN
MN
Ventas I - Alterra
[***]
Brookdale Eden Prairie
CB Eden Prairie, MN
MN
Ventas I - Alterra
[***]
Brookdale Kenosha
CB Kenosha, WI
WI
Ventas I - Alterra
[***]
Brookdale Evansville
SH Evansville, IN
IN
Ventas I - Alterra
[***]
Brookdale Marion AL (IN)
SH Marion, IN
IN
Ventas I - Alterra
[***]
Brookdale Portage AL (IN)
SH Portage, IN
IN
Ventas I - Alterra
[***]
Brookdale Richmond
SH Richmond, IN
IN
Ventas I - Alterra
[***]
Brookdale Winston-Salem
XX Xxxxxxx-Salem, NC
NC
Ventas I - Alterra
[***]
Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx
XX Xxxxxxxxxx, XX
FL
Ventas I - Alterra
[***]
Brookdale Pensacola
SH Pensacola, FL
FL
Ventas I - Alterra
[***]
Brookdale Winter Haven AL (FL)
SH Winter Haven, FL
FL
Ventas I - Alterra
[***]
Brookdale Winter Haven MC (FL)
CB Winter Haven, FL
FL
Ventas I - Alterra
[***]
Brookdale West Melbourne MC (FL)
XX Xxxx Melbourne, FL
FL
Ventas I - Alterra
[***]
Brookdale Clinton IL (NY)
XX Xxxxxxx Brook, NY
NY
Ventas I - Alterra
[***]
Brookdale Summerfield
XX Xxxxxxxxxxx, NY
NY
Ventas I - Alterra
[***]
Brookdale Tempe
CB Tempe, AZ
AZ
Ventas I - Alterra
[***]
Brookdale Puyallup South
CB Puyallup, WA
WA
Ventas I - Alterra
[***]
Brookdale Twin Falls
WW Twin Falls, ID
ID
Ventas I - Alterra
[***]
Brookdale Oro Valley
CB Oro Valley, AZ
AZ
Ventas I - Alterra
[***]
Brookdale Vista Grande
WW Colorado Springs, CO
CO
Ventas I - Alterra
[***]
Brookdale El Camino
WW Pueblo, CO
CO
Ventas I - Alterra
[***]
Brookdale East Arbor
SH Mesa, AZ
AZ
Ventas I - Alterra
[***]
Brookdale Peoria
SH Peoria, AZ
AZ
Ventas I - Alterra
[***]
Brookdale East Tucson
SH East Speedway, AZ
AZ
Ventas I - Alterra
[***]
Brookdale LaCrosse MC (WI)
CB La Crosse, WI
WI
Ventas I - Alterra
[***]
Brookdale Inver Grove Heights
SH Inver Grove Heights, MN
MN
Ventas I - Alterra
[***]
Brookdale XxXxxxxx XX 00000 (WI)
SH La Crosse, WI
WI
Ventas I - Alterra
[***]
Brookdale Alliance
SH Alliance, OH
OH
Ventas I - Alterra
[***]
Brookdale Austintown
CB Austintown, OH
OH
Ventas I - Alterra
[***]
Brookdale Westerville
SH Westerville, OH
OH
Ventas I - Alterra
[***]
Brookdale Salem AL (OH)
SH Salem, OH
OH
Ventas I - Alterra
[***]
Brookdale Beavercreek
SH Beavercreek, OH
OH
Ventas I - Alterra
[***]
Brookdale Leawood State Line
CB Leawood, KS
KS
Ventas I - Alterra
[***]
Brookdale Topeka
CB Topeka, KS
KS
Ventas I - Alterra
[***]
Brookdale Alderwood
CB Lynnwood, WA
WA
Ventas I - Alterra
[***]
Brookdale XxXxxxxx XX 00000 (WI)
Villas of La Crosse, WI
WI
Ventas I - Alterra
[***]
Brookdale Northville
WW Northville, MI
MI
Ventas II - Alterra
[***]
Brookdale Utica AL (MI)
WW Utica, MI
MI
Ventas II - Alterra
[***]
Brookdale Xxxx
XX Cary, NC
NC
Ventas II - Alterra
[***]
Brookdale Westampton
CB Westampton, NJ
NJ
Ventas II - Alterra
[***]
Brookdale East Niskayuna
CB Niskayuna, NY
NY
Ventas II - Alterra
[***]
Brookdale Williamsville
CB Williamsville, NY
NY
Ventas II - Alterra
[***]
Brookdale Pittsford
CB Perinton, NY
NY
Ventas II - Alterra
[***]
Brookdale Kenmore AL (NY)
WW Kenmore, NY
NY
Ventas II - Alterra
[***]
Brookdale Niskayuna
WW Niskayuna, NY
NY
Ventas II - Alterra
[***]
Brookdale Farmington Hills North
CB Farmington Hills, MI
MI
JER/NHP I
[***]
Brookdale Utica MC (MI)
CB Utica, MI
MI
JER/NHP I
[***]
Brookdale Meridian AL (MI)
WW Meridian, MI
MI
JER/NHP I

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.



[***]
Brookdale Xxxx MC (MI)
CB Troy, MI
MI
JER/NHP I
[***]
Brookdale Davison
XX Xxxxxxx, MI
MI
JER/NHP I
[***]
Brookdale Delta MC (MI)
CB Delta, MI
MI
JER/NHP I
[***]
Brookdale Grand Blanc MC (MI)
CB Grand Blanc, MI
MI
JER/NHP I
[***]
Brookdale Grand Blanc AL (MI)
WW Grand Blanc, MI
MI
JER/NHP I
[***]
Brookdale Troy AL (MI)
WW Troy, MI
MI
JER/NHP I
[***]
Brookdale Delta AL (MI)
SH Delta, MI
MI
JER/NHP I
[***]
Brookdale Fort Xxxxx The Colony
CB Ft Xxxxx at the Colony, FL
FL
JER/NHP I
[***]
Brookdale Manlius
WW Manlius, NY
NY
JER/NHP I
[***]
Brookdale Onalaska
SH Onalaska, WI
WI
JER/NHP I
[***]
Brookdale Sun Prairie
SH Sun Prairie, WI
WI
JER/NHP I
[***]
Brookdale Mankato
SH Mankato, MN
MN
JER/NHP I
[***]
Brookdale Winona
SH Winona, MN
MN
JER/NHP I
[***]
Brookdale Middleton Century Ave
SH Middleton, WI
WI
JER/NHP I
[***]
Brookdale Willmar
SH Willmar, MN
MN
JER/NHP I
[***]
Brookdale Faribault
SH Faribault, MN
MN
JER/NHP I
[***]
Brookdale Derby
SH Derby, KS
KS
JER/NHP I
[***]
Brookdale Wellington
SH Wellington, KS
KS
JER/NHP I
[***]
Brookdale Barberton
SH Barberton, OH
OH
JER/NHP I
[***]
Brookdale Centennial Park
SH Englewood, OH
OH
JER/NHP I
[***]
Brookdale Marion AL/MC (OH)
SH Marion, OH
OH
JER/NHP I
[***]
Brookdale Kerrville
SH Kerrville, TX
TX
JER/NHP I
[***]
Brookdale Medical Center Whitby
SH at the Medical Center, TX
TX
JER/NHP I
[***]
Brookdale Western Hills
SH Temple, TX
TX
JER/NHP I
[***]
Brookdale Anaheim
Brookdale Anaheim
CA
Ventas-Xxxxxxxxxxx XX E
[***]
Brookdale Xxxxx
Brookdale Tracy
CA
Ventas-Xxxxxxxxxxx XX E


Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.

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Filed: November 6th, 2018
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