AMENDMENT NO. 2 TO CREDIT AGREEMENT originally dated as of September 17, 2010, by and among AVIV FINANCING I, L.L.C., as the Parent Borrower, THE OTHER BORROWERS LISTED ON SCHEDULE 1 ATTACHED HERETO, as Borrowers, GENERAL ELECTRIC CAPITAL CORPORATION,...

AMENDMENT NO. 2 TO CREDIT AGREEMENT originally dated as of September 17, 2010, by and among AVIV FINANCING I, L.L.C., as the Parent Borrower, THE OTHER BORROWERS LISTED ON SCHEDULE 1 ATTACHED HERETO, as Borrowers, GENERAL ELECTRIC CAPITAL CORPORATION,...

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Exhibit 10.1.2

EXECUTION VERSION

AMENDMENT NO. 2

CREDIT AGREEMENT

originally dated as of September 17, 2010,

by and among

AVIV FINANCING I, L.L.C., as the Parent Borrower,

THE OTHER BORROWERS LISTED ON SCHEDULE 1 ATTACHED HERETO, as
Borrowers,

GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and a
Lender,

and

THE OTHER FINANCIAL INSTITUTIONS WHO ARE LISTED ON SCHEDULE 2
ATTACHED HERETO, as Lenders

Amended as of April 5, 2011

AMENDMENT NO. 2 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is made as of this 5th day of April, 2011 (the “Second Amendment Closing Date”), by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), the financial institutions other than GECC who are parties to this Amendment (together with GECC, individually, a “Lender”, and collectively, the “Lenders”, as the context may require), AVIV FINANCING I, L.L.C., a Delaware limited liability company (together with its successors, the “Parent Borrower”) and THE OTHER BORROWERS LISTED ON SCHEDULE 1 ATTACHED HERETO (each of the foregoing entities shall be hereinafter referred to individually as “Borrower” and collectively as the “Borrowers”).

RECITALS

A. Pursuant to that certain Credit Agreement dated as of September 17, 2010, by and among the Borrowers, the Administrative Agent and the Lenders, as amended by Amendment No. 1 thereto dated as of February 4, 2011 (the “First Amendment”) (as further amended, modified and restated from time to time, the “Credit Agreement”), Lenders agreed to make available to Borrowers certain credit facilities more fully described therein. Capitalized terms used but not defined in this Amendment shall have the meanings that are set forth in the Credit Agreement.

B. Pursuant to the First Amendment and that certain Indenture dated February 4, 2011 (the “Indenture”), by and among Aviv and Aviv Healthcare Capital Corporation, as issuers (the “Issuers”), the REIT Party, as guarantor, the other Guarantors named therein (including the Borrowers) and The Bank of New York Mellon Trust Company, N.A., as trustee, the Issuers completed a Bond Financing in the aggregate principal amount of $200,000,000 (the “Initial Bond Financing”) and the Borrowers, pursuant to the Indenture, guaranteed the Bond Financing.

C. The Parent Borrower has informed the Administrative Agent and the Lenders that the Issuers intend to complete an add-on to the Initial Bond Financing in an amount of up to $100,000,000 (the “Add-On Bond Financing”) and that in connection with the Add-On Bond Financing, the Borrowers will be required, pursuant to the Indenture, to guarantee the Add-On Bond Financing and renewals, refinancing and extensions thereof.

D. In connection with the Add-On Bond Financing, the Borrowers intend to prepay the Loans pursuant to Section 2.04(d) of the Credit Agreement in an amount that, after giving effect to such prepayment, will reduce the aggregate principal amount of the Term Loan as of such date to $199,315,228.37 (the “Add-On Prepayment”) and obtain a release of certain Borrowers and Real Property Assets pursuant to Section 9.13 of the Credit Agreement and desire to amend the schedules to the Credit Agreement to reflect such release.

E. The Parent Borrower has requested that the Lenders amend the Credit Agreement, and the Lenders are willing to amend the Credit Agreement, to modify the calculation of certain financial covenants in Section 6.11, to amend the schedules and to consent to the Add-On Bond Financing and the guaranty by the Borrowers thereof, all in accordance with the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Administrative Agent, the Lenders and the Borrowers hereby agree as follows:

1. Recitals. The foregoing recitals, including all terms defined therein, are incorporated herein and made a part hereof.

2. Amendments to Credit Agreement.

(a) Section 1.01 of the Credit Agreement, Defined Terms, is hereby amended by adding the following definitions in appropriate alphabetical order:

“Total Net Debt (Aviv)” means, for the Consolidated Aviv Parties for any period, the average daily outstanding Funded Debt minus average daily outstanding unrestricted cash and unrestricted Cash Equivalents.”

(b) The definitions of “Debt Service Coverage Ratio (Aviv Parties)” and “Debt Yield (Aviv Parties)” as set forth in Section 1.1 of the Loan Agreement, Defined Terms, are hereby amended and restated as follows:

“‘Debt Service Coverage Ratio (Aviv Parties)’ means the ratio of (i) Consolidated EBITDA (Aviv) for the most recently completed two fiscal quarter period, to (ii) Debt Service for the Consolidated Aviv Parties due during the same period.”

“‘Debt Yield (Aviv Parties)’ means the ratio, expressed as a percentage, as of any date of determination, of (a) Consolidated EBITDA (Aviv) for the most recently completed two fiscal quarter period times 2, to (b) Total Net Debt (Aviv) on such date.”

(c) The following schedules to the Credit Agreement are hereby amended by deleting them in their entirety and replacing them with the comparable schedules attached hereto:


		“Schedules:
		Schedule 1.01		List of Borrowers
		Schedule 2.03		Amortization Schedule
		Schedule 2.12		Loan Allocations Among Borrowers
		Schedule 5.11		Corporate Structure; Capital Stock
		Schedule 5.12		Real Property Asset Matters (Parts I & III)


		“Schedules:
		Schedule 5.13		Material Contracts; Contracts Subject to Assignment of Claims Act
		Schedule 5.22		Patriot Act Information
		Schedule 9.12		Allocated Loan Values”

3. Consent. Notwithstanding anything to the contrary in the Credit Agreement (including, without limitation, Section 2.04(d) of the Credit Agreement) and the other Credit Documents, the Lenders hereby consent to the Add-On Bond Financing and the guaranty thereof by the Borrowers so long as: (i) no Default or Event of Default exists or would be caused after giving effect thereto, (ii) the documentation for the Add-On Bond Financing, including the guarantee thereof by the Borrowers, is in substantially the form of the Indenture and related documentation for the Initial Bond Financing, (iii) each Borrower that is released from its Obligations under the Credit Agreement in connection with the Add-On Prepayment provides a subordinated guarantee of the Obligations in substantially the form of the Subordinated Subsidiary Guaranty delivered for the Initial Bond Financing and (iv) the Add-On Prepayment is applied to the Loans in the manner set forth in Section 2.04(d) of the Credit Agreement promptly upon receipt thereof. For clarification purposes, the Add-On Bond Financing shall, for all purposes of the Credit Agreement, including without limitation, Sections 2.04(d), 7.02(i) and 9.13, be deemed to be a Bond Financing under and as defined in the Credit Agreement. Notwithstanding anything to the contrary in the Credit Agreement, the Administrative Agent hereby further consents, pursuant to Article Eleven of the Indenture, to the amendment of the Indenture in the form attached to this Amendment as Exhibit A.

4. Enforceability. This Amendment constitutes the legal, valid and binding obligation of Borrowers, and is enforceable against each of the Borrowers in accordance with its terms.

5. Confirmation of Representations and Warranties. The Credit Parties hereby (a) confirm that all of the representations and warranties set forth in Article 5 of the Credit Agreement are true and correct with respect to such Credit Party as of the date hereof, both before and after giving effect to this Amendment, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, complete and correct in all material respects on and as of such earlier date, (b) specifically represent and warrant to the Administrative Agent and the Lenders that it has the power and authority (i) to enter into this Amendment and (ii) to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it, and (c) specifically represent and warrant to the Administrative Agent and the Lenders that no Default or Event of Default exists would be caused after giving effect to this Amendment.

6. Conditions to Effectiveness. The agreement of the Administrative Agent and the Lenders to enter into this Amendment, and the effectiveness of the modifications of the Credit contemplated hereby shall be subject to each of the following:

(a) The Administrative Agent shall have received four (4) copies of this Amendment duly executed by the Required Lenders and each of the Borrowers; and

(b) The Administrative Agent shall have received a Notice of Prepayment for the Add-On Prepayment under and in accordance with Section 2.04(d) of the Credit Agreement and such Add-On Prepayment is made within ten (10) Business Days thereof.

7. Costs and Fees. The Borrowers shall pay to Administrative Agent’s counsel all reasonable fees of such counsel incurred in connection with the preparation of this Amendment and any related documents.

8. Effect of this Amendment. Except as specifically set forth in Sections 2 and 3 of this Amendment, no other amendments, changes, modifications, consents or waivers to the Credit Documents are intended or implied and in all other respects the Credit Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the effective date hereof. To the extent of conflict between the terms of this Amendment and the other Credit Documents, the terms of this Amendment shall control. The Credit Agreement and this Amendment shall be read and construed as one agreement.

9. Affirmation. Except as specifically amended pursuant to the terms hereof, the Credit Agreement, and all other Credit Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by the Borrowers. Each Borrower covenants and agrees to comply with all of the terms, covenants and conditions of the Credit Agreement, as amended hereby, notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on the part of any Lender or the Administrative Agent which might otherwise constitute or be construed as a waiver of or amendment to such terms, covenants and conditions.

10. No Waiver or Novation. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Credit Documents or any other documents, instruments and agreements executed or delivered in connection with any of the foregoing. Nothing herein is intended or shall be construed as a waiver of any existing defaults or Events of Default under the Credit Agreement or other Credit Documents or any of rights and remedies of the Administrative Agent and the Lenders in respect of such defaults or Events of Default. This Amendment (together with any other document executed in connection herewith) is not intended to be, nor shall it be construed as, a novation of the Credit Agreement.

11. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois.

12. Headings. Section headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

13. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or e-mail image shall be effective as delivery of a manually executed counterpart of this Amendment.

14. Severability. Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

(SIGNATURES APPEAR ON FOLLOWING PAGES)

Signature Page to Amendment No. 2 to Credit Agreement

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]


SUBSIDIARY BORROWERS:		ALAMOGORDO AVIV, X.XX., a New Mexico limited liability company
		XXXX XXXXX, L.L.C., a Delaware limited liability company
		AVIV LIBERTY, L.L.C., a Delaware limited liability company
		AVON OHIO, L.L.C., a Delaware limited liability company
		XXXXXX HARBOR, L.L.C., an Illinois limited liability company
		BHG AVIV, L.L.C., a Delaware limited liability company
		BONHAM TEXAS, L.L.C., a Delaware limited liability company
		CALIFORNIA AVIV, L.L.C., a Delaware limited liability company
		CALIFORNIA AVIV TWO, L.L.C., a Delaware limited liability company
		CHENAL ARKANSAS, L.L.C., a Delaware limited liability company
		CHIPPEWA VALLEY, L.L.C., an Illinois limited liability company
		XXXXXXX ASSOCIATES, L.L.C., a New Mexico limited liability company
		COLUMBIA VIEW ASSOCIATES, L.L.C., a Delaware limited liability company
		COLUMBUS TEXAS AVIV, a Delaware limited liability company
		COLUMBUS WESTERN AVENUE, L.L.C., a Delaware limited liability company

[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]


		COMMERCE NURSING HOMES, L.L.C., an Illinois limited liability company
		DENISON TEXAS, L.L.C., a Delaware limited liability company
		FALFURRIAS TEXAS, L.L.C., a Delaware limited liability company
		XXXXXXXX HEIGHTS ASSOCIATES, L.L.C., a Delaware limited liability company
		FREEWATER OREGON, L.L.C., a Delaware limited liability company
		FULLERTON CALIFORNIA, L.L.C., a Delaware limited liability company
		GREAT BEND PROPERTY, L.L.C., a Delaware limited liability company
		HERITAGE MONTEREY ASSOCIATES, L.L.C., an Illinois limited liability company
		HIGHLAND LEASEHOLD, L.L.C., a Delaware limited liability company
		XXXXX ASSOCIATES, L.L.C., an Illinois limited liability company
		HOT SPRINGS AVIV, L.L.C., a Delaware limited liability company
		HOUSTON TEXAS AVIV, L.L.C., a Delaware limited liability company
		HUTCHINSON KANSAS, L.L.C., a Delaware limited liability company
		KARAN ASSOCIATES, L.L.C., a Delaware limited liability company

[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]


		MANOR ASSOCIATES, L.L.C., a Delaware limited liability company
		MASSACHUSETTS NURSING HOMES, L.L.C., a Delaware limited liability company
		MISSOURI REGENCY ASSOCIATES, L.L.C., a Delaware limited liability company
		MT. VERNON TEXAS, L.L.C., a Delaware limited liability company
		N.M. BLOOMFIELD THREE PLUS ONE LIMITED COMPANY, a New Mexico limited liability company
		N.M. ESPANOLA THREE PLUS ONE LIMITED COMPANY, a New Mexico limited liability company
		N.M. .LORDSBURG THREE PLUS ONE LIMITED COMPANY, a New Mexico limited liability company
		N.M. SILVER CITY THREE PLUS ONE LIMITED COMPANY, a New Mexico limited liability company
		OMAHA ASSOCIATES, L.L.C., a Delaware limited liability company
		ORANGE ALF PROPERTY, L.L.C., a Delaware limited liability company
		OREGON ASSOCIATES, L.L.C., a Delaware limited liability company
		PEABODY ASSOCIATES, L.L.C., a Delaware limited liability company
		RATON PROPERTY LIMITED COMPANY, L.L.C., a New Mexico limited liability company
		RED ROCKS, L.L.C., an Illinois limited liability company
		RIVERSIDE NURSING HOME ASSOCIATES, L.L.C., a Delaware limited liability company
		SANTA XXX-XXXXXXXX, L.L.C., an Illinois limited liability company
		SAVOY/BONHAM VENTURE, L.L.C., a Delaware limited liability company
		SKYVIEW ASSOCIATES, L.L.C., a Delaware limited liability company
		TUJUNGA L.L.C., a Delaware limited liability company
		VRB AVIV, L.L.C., a Delaware limited liability company
		WASHINGTON-OREGON ASSOCIATES, L.L.C., an Illinois limited liability company
		XXXXXXX HEALTHCARE ASSOCIATES, L.L.C., a Texas limited liability company
		XXXXXX TEXAS AVIV, L.L.C., a Delaware limited liability company

[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]


YUBA AVIV, L.L.C., a Delaware limited liability company

By:	AVIV FINANCING I, L.L.C., a Delaware limited liability company, its sole member

	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name: Xxxxx X. Xxxxxxxxx
	Its: Authorized Representative

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]

Signature Page to Amendment No. 2 to Credit Agreement


ADMINISTRATIVE AGENT and LENDERS:	GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and as a Lender

	By:	/s/ Xxxxx Xxxxxx

		Name: Xxxxx Xxxxxx Title: Its Duly Authorized Representative

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]

Signature Page to Amendment No. 2 to Credit Agreement


CIT BANK, as a Lender
By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Chief Credit Officer

[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]

Signature Page to Amendment No. 2 to Credit Agreement


FIRSTMERIT BANK, N.A., as a Lender
By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Vice President

[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]

Signature Page to Amendment No. 2 to Credit Agreement


THE PRIVATEBANK AND TRUST COMPANY, as a Lender
By:	/s/ Xxx X. Xxxxxxxx
	Name:	Xxx X. Xxxxxxxx
	Title:	Managing Director

[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]

Signature Page to Amendment No. 2 to Credit Agreement


FIFTEENTH INVESTMENT HFS LIMITED, as a Lender
By:	/s/ Xxxxxxx X. Mulhmore
	Name:	Xxxxxxx X. Mulhmore
	Title:	Duly Authorized Signatory

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]

Signature Page to Amendment No. 2 to Credit Agreement


ROYAL BANK OF CANADA. as a Lender
By:	/s/ Xxx XxXxxx
	Name:	Xxx XxXxxx
	Title:	Authorized Signatory

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

[AVIV — SIGNATURE PAGE TO AMENDMENT NO. 2 TO CREDIT AGREEMENT]

SCHEDULE 1.01
SUBSIDIARY BORROWERS

Alamogordo Aviv, L.L.C., a New Mexico limited liability company
Xxxx Xxxxx, L.L.C., a Delaware limited liability company
Aviv Liberty, L.L.C., a Delaware limited liability company
Avon Ohio, L.L.C., a Delaware limited liability company
Xxxxxx Harbor, L.L.C., an Illinois limited liability company
California Aviv Two, L.L.C., a Delaware limited liability company
California Aviv, L.L.C., a Delaware limited liability company
Chenal Arkansas, L.L.C., a Delaware limited liability company
Chippewa Valley, L.L.C., an Illinois limited liability company
Xxxxxxx Associates, L.L.C., a New Mexico limited liability company
Columbia View Associates, L.L.C., a Delaware limited liability company
Columbus Texas Aviv, L.L.C., a Delaware limited liability company
Columbus Western Avenue, L.L.C., a Delaware limited liability company
Commerce Nursing Homes, L.L.C., an Illinois limited liability company
Denison Texas, L.L.C., a Delaware limited liability company
Falfurrias Texas, L.L.C., a Delaware limited liability company
Xxxxxxxx Heights Associates, L.L.C., a Delaware limited liability company
Freewater Oregon, L.L.C., a Delaware limited liability company
Fullerton California, L.L.C., a Delaware limited liability company
Great Bend Property, L.L.C., a Delaware limited liability company
Heritage Monterey Associates, L.L.C., an Illinois limited liability company
Highland Leasehold, L.L.C., a Delaware limited liability company
Xxxxx Associates, L.L.C., an Illinois limited liability company
Hot Springs Aviv, L.L.C., a Delaware limited liability company
Houston Texas Aviv, L.L.C., a Delaware limited liability company
Hutchinson Kansas, L.L.C., a Delaware limited liability company
Manor Associates, L.L.C., a Delaware limited liability company
Massachusetts Nursing Homes, L.L.C., a Delaware limited liability company
Missouri Regency Associates, L.L.C., a Delaware limited liability company
Mt. Vernon Texas, L.L.C., a Delaware limited liability company
N.M. Bloomfield Three Plus One Limited Company, a New Mexico limited liability company
N.M. Espanola Three Plus One Limited Company, a New Mexico limited liability company
N.M. Lordsburg Three Plus One Limited Company, a New Mexico limited liability company
N.M. Silver City Three Plus One Limited Company, a New Mexico limited liability company
Omaha Associates, L.L.C., a Delaware limited liability company
Orange ALF Property, L.L.C., a Delaware limited liability company
Peabody Associates, L.L.C., a Delaware limited liability company
Raton Property Limited Company, a New Mexico limited liability company
Red Rocks, L.L.C., an Illinois limited liability company
Riverside Nursing Home Associates, L.L.C., a Delaware limited liability company
Santa Xxx-Xxxxxxxx, L.L.C., an Illinois limited liability company

Savoy/Bonham Venture, L.L.C., a Delaware limited liability company
Skyview Associates, L.L.C., a Delaware limited liability company
Tujunga, L.L.C., a Delaware limited liability company
VRB Aviv, L.L.C., a Delaware limited liability company
Washington-Oregon Associates, L.L.C., an Illinois limited liability company
Xxxxxxx Healthcare Associates, L.L.C., a Texas limited liability company
Xxxxxx Texas Aviv, L.L.C., a Delaware limited liability company
Yuba Aviv, L.L.C., a Delaware limited liability company

SCHEDULE 2.03 PART I
AMORTIZATION SCHEDULE (TERM)

[ATTACHED]

SCHEDULE 2.03 PART II
AMORTIZATION SCHEDULE (REVOLVER)

None.

SCHEDULE 2.12
ALLOCABLE AMOUNTS


Borrower	Total
Alamogordo Aviv, L.L.C.	$	4,387,416.90
Xxxx Xxxxx, L.L.C.	$	3,909,634.46
Aviv Liberty, L.L.C.	$	4,994,187.32
Avon Ohio, L.L.C.	$	3,080,526.76
Xxxxxx Harbor, L.L.C.	$	2,473,756.34
California Aviv Two, L.L.C.	$	9,148,230.98
California Aviv, L.L.C.	$	29,405,028.14
Chenal Arkansas, L.L.C.	$	4,060,694.36
Chippewa Valley, L.L.C.	$	4,947,512.67
Xxxxxxx Associates, L.L.C.	$	1,353,564.79
Columbia View Associates, L.L.C.	$	606,770.42
Columbus Texas Aviv, L.L.C.	$	242,708.17
Columbus Western Avenue, L.L.C.	$	1,166,866.20
Commerce Nursing Homes, L.L.C.	$	4,807,488.73
Denison Texas, L.L.C.	$	2,707,129.58
Falfurrias Texas, L.L.C.	$	980,167.60
Xxxxxxxx Heights Associates, L.L.C.	$	513,421.13
Freewater Oregon, L.L.C.	$	3,407,249.29
Fullerton California L.L.C.	$	3,453,923.94
Great Bend Property, L.L.C.	$	3,258,028.72
Heritage Monterey Associates, L.L.C.	$	8,028,039.43
Highland Leasehold, L.L.C.	$	2,987,177.46
Xxxxx Associates, L.L.C.	$	840,143.66
Hot Springs Aviv, L.L.C.	$	5,600,957.78
Houston Texas Aviv, L.L.C.	$	933,492.96
Hutchinson Kansas, L.L.C.	$	3,873,995.77
Manor Associates, L.L.C.	$	4,014,019.72
Massachusetts Nursing Homes, L.L.C.	$	10,534,468.01
Missouri Regency Associates, L.L.C.	$	10,408,446.46
Mt. Vernon Texas, L.L.C.	$	102,684.23
N.M. Bloomfield Three Plus One Limited Company	$	2,800,478.87
N.M. Espanola Three Plus One Limited Company	$	4,014,019.72
N.M. Lordsburg Three Plus One Limited Company	$	653,445.07
N.M. Silver City Three Plus One Limited Company	$	3,313,900.00
Omaha Associates, L.L.C.	$	6,954,522.53
Orange ALF Property, L.L.C.	$	8,089,899.40
Peabody Associates, L.L.C.	$	560,095.77
Raton Property Limited Company	$	2,287,057.74
Red Rocks, L.L.C.	$	1,820,311.27
Riverside Nursing Home Associates, L.L.C.	$	2,613,780.28
Santa Xxx-Xxxxxxxx, L.L.C.	$	4,480,766.19
Savoy/Bonham Venture, L.L.C.	$	1,073,516.90
Skyview Associates, L.L.C.	$	4,200,718.31
Tujunga, L.L.C.	$	1,446,914.08


Borrower	Total
VRB Aviv, L.L.C.	$	10,595,145.06
Washington-Oregon Associates, L.L.C.	$	6,207,728.17
Xxxxxxx Healthcare Associates, L.L.C.	$	1,633,612.67
Willis Texas Aviv, L.L.C.	$	2,100,359.15
Yuba Aviv, L.L.C.	$	2,943,663.35
Grand Total	$	204,017,666.51

SCHEDULE 5.11
CORPORATE STRUCTURE; CAPITAL STOCK


					Outstanding
					Options,
					Warrants,
					Rights of
			% of Capital		Conversion of
	State of		Stock	Persons Holding Equity or	Purchase or
Borrower’s Legal Name	Formation	Tax ID	Outstanding	Voting Interests (%)	Similar
Aviv Financing I, L.L.C.	DE	00-0000000	100%	Aviv Healthcare Properties Operating Partnership I LP (100%)	None.
Alamogordo Aviv, L.L.C.	NM	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Xxxx Xxxxx, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Aviv Liberty, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Avon Ohio, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Xxxxxx Harbor, L.L.C.	IL	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
California Aviv Two, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
California Aviv, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Chenal Arkansas, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Chippewa Valley, L.L.C.	IL	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Xxxxxxx Associates, L.L.C.	NM	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Columbia View Associates, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Columbus Texas Aviv, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Columbus Western Avenue, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Commerce Nursing Homes, L.L.C.	IL	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Denison Texas, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Falfurrias Texas, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Xxxxxxxx Heights Associates, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Freewater Oregon, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Fullerton California, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Great Bend Property, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Heritage Monterey Associates, L.L.C.	IL	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Highland Leasehold, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Xxxxx Associates, L.L.C.	IL	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Hot Springs Aviv, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Houston Texas Aviv, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Hutchinson Kansas, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.


					Outstanding
					Options,
					Warrants,
					Rights of
			% of Capital		Conversion of
	State of		Stock	Persons Holding Equity or	Purchase or
Borrower’s Legal Name	Formation	Tax ID	Outstanding	Voting Interests (%)	Similar
Manor Associates, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Massachusetts Nursing Homes, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Missouri Regency Associates, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Mt. Vernon Texas, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
N.M. Bloomfield Three Plus One Limited Company	NM	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
N.M. Espanola Three Plus One Limited Company	NM	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
N.M. Lordsburg Three Plus One Limited Company	NM	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
N.M. Silver City Three Plus One Limited Company	NM	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Omaha Associates, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Orange ALF Property, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Peabody Associates, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Raton Property Limited Company	NM	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Red Rocks, L.L.C.	IL	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Riverside Nursing Home Associates, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Santa Xxx-Xxxxxxxx, L.L.C.	IL	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Santa Fe Missouri Associates, L.L.C.	IL	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Savoy/Bonham Venture, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Skyview Associates, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Tujunga, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
VRB Aviv, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Washington-Oregon Associates, L.L.C.	IL	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Xxxxxxx Healthcare Associates, L.L.C.	TX	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Willis Texas Aviv, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.
Yuba Aviv, L.L.C.	DE	00-0000000	100%	Aviv Financing I, L.L.C. (100%)	None.

[Organizational Chart Follows]

Aviv
Financing I, L.L.C.

each listed
entity owned 100%

Alamogordo Aviv, L.L.C.

Xxxx Xxxxx, L.L.C.

Aviv Liberty, L.L.C.

Avon Ohio, L.L.C.

Xxxxxx Harbor, L.L.C.

California Aviv Two, L.L.C.

California Aviv, L.L.C.

Chenal Arkansas, L.L.C.

Chippewa Valley, L.L.C.

Xxxxxxx Associates, L.L.C.

Columbia View Associates, L.L.C.

Columbus Texas Aviv, L.L.C.

Columbus Western Avenue, L.L.C.

Commerce Nursing Homes, L.L.C.

Denison Texas, L.L.C.

Falfurrias Texas, L.L.C.

Xxxxxxxx Heights Associates, L.L.C.

Freewater Oregon, L.L.C.

Fullerton California, L.L.C.

Great Bend Property, L.L.C.

Heritage Monterey Associates, L.L.C.

Highland Leasehold, L.L.C.

Xxxxx Associates, L.L.C.

Hot Springs Aviv, L.L.C.

Houston Texas Aviv, L.L.C.

Hutchinson Kansas, L.L.C.

Manor Associates, L.L.C.

Massachusetts Nursing Homes, L.L.C.

Missouri Regency Associates, L.L.C.

Mt. Vernon Texas, L.L.C.

N.M. Bloomfield Three Plus One Limited Company

N.M. Espanola Three Plus One Limited Company

N.M. Lordsburg Three Plus One Limited Company

N.M. Silver City Three Plus One Limited Company

Omaha Associates, L.L.C.

Orange ALF Property, L.L.C

Peabody Associates, L.L.C.

Raton Property Limited Company

Red Rocks, L.L.C.

Riverside Nursing Home Associates, L.L.C.

Santa Xxx-Xxxxxxxx, L.L.C.

Savoy/Bonham Venture, L.L.C.

Skyview Associates, L.L.C.

Tujunga, L.L.C.

VRB Aviv, L.L.C.

Washington-Oregon Associates, L.L.C.

Xxxxxxx Healthcare Associates, L.L.C.

Willis Texas Aviv, L.L.C.

Yuba Aviv, L.L.C.

SHEET 2

SCHEDULE 5.12
REAL PROPERTY ASSET MATTERS


Part I		Real Property Assets
Part II		Delinquent Tenants
Part III		Material Sub-Leases

SCHEDULE 5.12
PART I — REAL PROPERTY ASSETS

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

X/X

0000 Xxxxxxx 0 Xxxxx, Xxx Xxxxxxx, XX

Hot Springs Aviv, L.L.C.

1. Lease dated 3/26/08
2. First Amendment to Lease dated 11/5/08
3. Second Amendment to Lease dated 1/5/09
4. Third Amendment to Lease dated 11/18/09
5. Unconditional Guaranty of Lease dated 3/26/08

Fountain Properties, LLC

2/28/2038

N/A

X/X

#0 Xxxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxx, XX

Chenal Arkansas, L.L.C.

1. Lease dated 12/29/05
2. First Amendment to Lease dated 6/29/06
3. Second Amendment to Lease dated 2/7/08
4. Third Amendment to Lease dated 4/14/08
5. Fourth Amendment to Lease dated 11/5/08
6. Fifth Amendment to Lease dated 1/5/09
7. Sixth Amendment to Lease dated 11/18/09
8. Unconditional Guaranty of Lease dated 12/29/05
9. Seventh Amendment to Lease dated 12/20/2010

Chenal Health, LLC dba Chenal Heights Nursing and Rehab

2/28/2018

N/A

X/X

N/A


¹		HUD Subsidiaries are noted with an asterisk.

²		Unless otherwise noted, the address of Eligible Tenant is the Real Property Asset Address.

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

0000 Xxxxxxxxx Xxxxxxx, Xxxxxxxx, XX

California Aviv, L.L.C.

1. Master Lease dated 7/22/08
2. First Amendment to Master Lease dated 4/21/09
3. Side Letter to Master Lease dated 6/11/09
4. Letter Agreement to Master Lease dated 4/29/2010
5. Second Amendment to Master Lease dated 4/29/2010
6. Unconditional Guaranty of Lease dated 7/22/08
7. Third Amendment to Master Lease dated 9/29/2010

AB12 Master Tenant, L.L.C.

8/31/2018

N/A

0000 Xxxxxxxxxxx Xxxxxx, Xxxxx, XX

California Aviv, L.L.C.

AB12 Master Tenant, L.L.C.

8/31/2018

N/A

0000 Xxxxx Xxx, Xxxxxxxxxxx, XX

California Aviv, L.L.C.

AB12 Master Tenant, L.L.C.

8/31/2018

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

000 Xxxxxx Xxxxx, Xxxxx, XX

California Aviv, L.L.C.

AB12 Master Tenant, L.L.C.

8/31/2018

N/A

0000 Xxxxx Xxxxxx, Xxxxxxxx, XX

California Aviv, L.L.C.

AB12 Master Tenant, L.L.C.

8/31/2018

N/A

000 X Xxxxxxxx Xxx, Xxxxxxxx Xxxx, XX

Heritage Monterey Associates, L.L.C.*

1. Lease dated 10/30/95
2. First Amendment to Lease dated 12/20/95
3. Second Amendment to Lease dated 1/11/96
4. Third Amendment to Lease dated 9/4/96
5. Fourth Amendment to Lease dated 12/11/01
6. Fifth Amendment to Lease dated 2/1/02
7. Sixth Amendment to Lease dated 12/31/03
8. Seventh Amendment to Lease Agreement dated 3/3/08
9. Eighth Amendment to Lease dated 12/9/08
10. Continuing Guarantee dated 11/95
11. Ninth Amendment to Lease dated 10/26/2010

Heritage Manor Healthcare, LLC

1/31/2026

N/A

X/X

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

0000 Xxxxxxx Xx, Xxxxxxx, XX

Tujunga, L.L.C.*

1. Lease dated 8/31/00
2. First Amendment to Lease dated 2/1/02
3. Second Amendment to Lease dated 11/1/02
4. Third Amendment to Lease dated 12/31/03
5. Fourth Amendment to Lease Agreement dated 3/3/08
6. Fifth Amendment to Lease dated 12/9/08
7. Unconditional Guaranty of Lease dated 8/31/00
8. Sixth Amendment to Lease dated 10/26/2010

Wyngate Nursing Center

9/30/2040

N/A

000 X Xxxxxxxxxx Xxx, Xxxxx Xxx, XX

Santa Xxx-Xxxxxxxx, L.L.C.*

1. Lease dated 2/26/98
2. First Amendment to Lease dated 2/1/02
3. Second Amendment to Lease dated 2/1/03
4. Third Amendment to Lease dated 12/31/03
5. Fourth Amendment to Lease Agreement dated 3/3/08
6. Fifth Amendment to Lease dated 12/9/08
7. Sixth Amendment to Lease dated 1/28/2009
8. Unconditional Guaranty of Lease dated 2/26/98
9. Seventh Amendment to Lease dated 10/26/2010

Xxxxxxxx Care Center, LLC

4/30/2028

N/A

0000 X. Xxxxxxx Xxx, Xxxxxxxxx, XX

Fullerton California L.L.C.

1. Lease dated 11/28/01
2. First Amendment dated 2/1/02
3. Second Amendment dated 12/31/03
4. Third Amendment to Lease Agreement dated 3/3/08
5. Fourth Amendment to Lease dated 12/9/08
6. Unconditional Guaranty of Lease dated 11/28/01
7. Fifth Amendment to Lease dated 10/26/2010

Xxxxxx Xxxx Healthcare, LLC

11/30/2031

N/A

0000 Xxxxxxxx Xxx, Xxxxxxxxx, XX

Riverside Nursing Home Associates, L.L.C.*

1. Lease dated 6/18/98
2. First Amendment to Lease dated 9/6/01
3. Second Amendment to Lease dated 2/1/02
4. Third Amendment to Lease dated 12/31/03
5. Fourth Amendment to Lease Agreement dated 3/3/08
6. Fifth Amendment to Lease dated 12/9/08
7. Unconditional Guaranty of Lease dated 6/16/98
8. Sixth Amendment to Lease dated 10/26/2010

F & B Healthcare

5/31/2028

N/A

X/X

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

00000 Xxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, XX

VRB Aviv, L.L.C.*

1. Lease dated 8/21/96
2. First Amendment to Lease dated 9/30/96
3. Letter of Amendment dated 1/28/97
4. Second Amendment to Lease dated 12/1/98
5. Third Amendment to Lease dated 11/1999
6. Fourth Amendment to Lease dated 4/2002
7. Side Agreement to Lease dated 12/31/03
8. First Amendment to Side Agreement dated 5/11/04
9. Fifth Amendment to Lease dated 12/31/03
10. Second Side Agreement to Lease dated 11/1/07
11. Sixth Amendment to Lease dated 3/3/08
12. Seventh Amendment to Lease dated 12/9/08
13. Unconditional Guaranty of Lease dated 8/21/96
14. Eighth Amendment to Lease dated 10/26/2010

Villa Rancho Xxxxxxxx Health Care, LLC

9/30/2026

N/A

0000 Xxxxxxxx Xxxxxx, Xxxxx, XX

California Aviv, L.L.C.

AB12 Master Tenant, L.L.C.

8/31/2018

N/A

000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX

California Aviv Two, L.L.C.

1. Master Lease dated 4/21/2009
2. Side Letter to Master Lease dated 6/11/09
3. Letter Agreement to Master Lease dated 4/29/2010
4. First Amendment to Master Lease dated 4/29/2010
5. Amended and Restated Unconditional Guaranty of Lease dated 4/21/09
6. Second Amendment to Master Lease dated 9/29/2010

AB12 Master Tenant, L.L.C.

8/31/2018

N/A

SOLD — See Schedule 5.01(b)

N/A

SOLD — See Schedule 5.01(b)

X/X

N/A

X/X

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

000 Xxxxx Xxx. X, Xxxx Xxxxx, XX (604 and 000 Xxxxx Xxxxxx Xxxx, per Assessor)

Skyview Associates, L.L.C.

1. Lease dated 8/1/87
2. Agreement to Amend Lease dated 9/1987
3. Lease Assignment and Assumption dated 1/1/96
4. First Amendment to Lease dated 1/1/96
5. Second Amendment to Lease dated 6/20/00
6. Third Amendment to Lease dated 10/18/06
7. Unconditional Guaranty of Lease dated 1/1/96
8. Fourth Amendment to Lease Agreement dated 10/29/2010
9. Unconditional Guaranty of Lease dated 10/29/2010

SunBridge Healthcare Corporation

12/31/2020

N/A

X/X

0000 00xx Xx, Xxxxxxxx, XX

Highland Leasehold, L.L.C.

1. Sublease dated 5/1/92
2. First Amendment to Sublease dated 11/30/95
3. Assignment and Assumption of Sublease and Consent to Assignment dated 4/1/97
4. Second Amendment to Sublease dated 1/1/05
5. Assignment and Assumption of Lease Documents dated 6/30/05
6. Unconditional Guaranty of SubLease dated 4/1/97

Covenant Care Midwest, Inc.

12/31/2015

N/A

X/X

000 Xxxxxxx Xxx, Xxxxxxx, XX

Peabody Associates, L.L.C.

1. Lease dated 5/1/97
2. First Amendment to Lease dated 10/23/06
3. Second Amendment to Lease dated 8/28/2009
4. Unconditional Guaranty of Lease dated 5/1/97

Markleysburg Healthcare Investors, L.P.

6/30/2015

N/A

0000 Xxxxx Xxxx, XxXxxxxxx, XX

Hutchinson Kansas, L.L.C.

1. Master Lease dated 11/26/08
2. First Amendment to Master Lease dated 5/4/2010
3. Unconditional Guaranty of Master Lease dated 11/26/08
4. Second Amendment to Lease dated 11/30/2010

XxXxxxxxx Care Center, LLC

12/31/2018

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

0000 X. Xxxxxxxxx Xx, Xxxxxxxxxx, XX

Hutchinson Kansas, L.L.C.

1. Master Lease dated 11/26/08
2. First Amendment to Master Lease dated 5/4/2010
3. Unconditional Guaranty of Master Lease dated 11/26/08
4. Second Amendment to Lease dated 11/30/2010

Hutchinson Care Center, LLC

12/31/2018

N/A

X/X

000 Xxxxxxxx Xxx, Xxxx Xxxxx, XX

Massachusetts Nursing Homes, L.L.C.

1. Lease dated 12/6/93
2. First Amendment dated 12/6/93
3. Agreement with Respect to and Second Amendment to Lease dated 9/1/95
4. Third Amendment to Lease 9/1/95
5. Fourth Amendment to Lease dated 2/15/96
6. Fifth Amendment to Lease dated 6/20/00
7. Sixth Amendment to Lease dated 6/30/02
8. Seventh Amendment to Lease dated 9/30/03
9. Eighth Amendment to Lease dated 1/1/06
10. Ninth Amendment to Lease dated 10/1/07
11. Tenth Amendment to Lease dated 8/12/2009
12. Eleventh Amendment to Lease dated 10/08/2009
13. Guaranty of Lease dated 12/6/93
14. Twelfth Amendment to Lease Agreement dated 10/29/2010
15. Unconditional Guaranty of Lease dated 10/29/2010

SunBridge Healthcare Corporation

12/31/2020

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

000 Xxxxxxxx, Xxxxxxx, XX

Massachusetts Nursing Homes, L.L.C.

SunBridge Healthcare Corporation

12/31/2020

N/A

000 X Xxxxx Xx, Xxxxxxxx, XX

Massachusetts Nursing Homes, L.L.C.

SunBridge Healthcare Corporation

12/31/2020

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

000 Xxxxx Xx, Xxxxxxxx, XX

Massachusetts Nursing Homes, L.L.C.

SunBridge Healthcare Corporation

12/31/2020

N/A

000 Xxxxxx Xxx, Xxxxxx, XX

Massachusetts Nursing Homes, L.L.C.

SunBridge Healthcare Corporation

12/31/2020

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

000 Xxxxx Xx, Xxxxx Xxxxxxx, XX

Massachusetts Nursing Homes, L.L.C.

SunBridge Healthcare Corporation

12/31/2020

N/A

00 Xxxxxxx Xx, Xxxxxxxxx, XX

Massachusetts Nursing Homes, L.L.C.

SunBridge Healthcare Corporation

12/31/2020

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

00 Xxxxxxx Xx, Xxxxxxxxx, XX

Massachusetts Nursing Homes, L.L.C.

SunBridge Healthcare Corporation

12/31/2020

N/A

0 Xxxx Xx, Xxxxxx, XX

Massachusetts Nursing Homes, L.L.C.

SunBridge Healthcare Corporation

12/31/2020

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

0000 X Xxxxxx Xxx, Xxxxxx Xxxxxx, XX

Xxxxxx Harbor, L.L.C.

1. Lease Dated 9/5/02
2. First Amendment to Lease dated 9/13/02
3. Second Amendment to Lease dated 12/17/02
4. Third Amendment to Lease dated 1/15/03
5. Fourth Amendment to Lease dated 10/1/04
6. Fifth Amendment to Lease dated 5/20/2010
7. Sixth Amendment to Lease dated 2/10/2011
8. Unconditional Guaranty of Lease dated 7/27/04
9. Unconditional Guaranty of Lease dated 9/5/02

Northpoint Senior Services, LLC

9/30/2013

N/A

000 Xxxxxxxx Xxxx, Xxxxx Xxxxx, XX

Chippewa Valley, L.L.C.

1. Lease Agreement dated 2/6/96
2. Assignment and Assumption of Lease dated 5/30/97
3. Assignment and Assumption of Lease dated 5/1/00
4. First Amendment to Lease dated 10/21/05
5. Unconditional Guaranty of Lease dated 5/1/00
6. Second Amendment to Lease Agreement dated 11/01/2010

CCG-Countryside, LLC

4/30/2016

N/A

X/X

000 X. Xxxxxx, Xxxxxx, XX

Missouri Regency Associates, L.L.C.

1. Master Lease dated 5/7/2010
2. First Amendment to Master Lease dated 7/26/2010
3. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010
4. Unconditional Guaranty of Master Lease dated 5/7/10
5. Second Amendment to Master Lease dated 10/1/2010
6. Second Amendment to Master Lease dated 12/1/2010

Benchmark West Missouri Healthcare, LLC

6/30/2020

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

000 X Xxxxx Xx, Xxxxxxxxxxxxx, XX

Missouri Regency Associates, L.L.C.

Benchmark West Missouri Healthcare, LLC

6/30/2020

N/A

0000 Xxxx Xxxxxxxx, Xxxxxxxxxxxxx, XX

Missouri Regency Associates, L.L.C.

Benchmark West Missouri Healthcare, LLC

6/30/2020

N/A

0000 Xxxxxxx Xx, Xxxxxxx, XX

Missouri Regency Associates, L.L.C.

Benchmark West Missouri Healthcare, LLC

6/30/2020

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

0000 Xxxxxxxxx Xxxxx Xx, Xxx’s Summit, MO

Missouri Regency Associates, L.L.C.

1. Master Lease dated 5/7/2010
2. First Amendment to Master Lease dated 7/26/2010
3. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010
4. Unconditional Guaranty of Master Lease dated 5/7/10
4. Unconditional Guaranty of Master Lease dated 5/7/10
5. Second Amendment to Master Lease dated 10/1/2010
6. Second Amendment to Master Lease dated 12/1/2010

Benchmark West Missouri Healthcare, LLC

6/30/2020

N/A

X/X

0000 Xxxxx Xxxxxx, Xxxxx, XX

Xxxxxxxx Heights Associates, L.L.C.

1. Lease dated 9/12/2008
2. First Amendment to Lease dated 8/16/2010
3. Unconditional Guaranty of Lease dated 9/12/08
4. Lease and Loan Document Modification dated 9/21/2010

LTC Healthcare at Xxxxxxxx, Inc.

9/30/2018

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

0000 Xxxxx Xx, Xxxxx, XX

Omaha Associates, L.L.C.

1. Lease Agreement dated 10/1/89
2. Addendum to Lease Agreement dated 10/1/89
3. Second Addendum to Lease Agreement dated 11/1/89
4. Assignment and Assumption of Lease and Landlord’s Consent dated 6/30/90
5. Memorandum of Lease and Purchase Option dated 11/30/95
6. First Amendment to Lease Agreement dated 11/30/95
7. Second Amendment to Lease Agreement dated 10/30/96
8. Assignment and Assumption of Lease, Consent to Assignment and Assumption and Amendment to Lease dated 4/1/97
9. Unconditional Guaranty of Lease dated 4/1/97
10. Corrective Memorandum of Lease and Purchase Option dated 4/28/97
11. Third Amendment to Lease Agreement dated 5/20/05
12. Fourth Amendment to Lease Agreement dated 7/13/07
13. Fifth Amendment to Lease Agreement dated 6/2/08
14. Sixth Amendment to Lease dated 4/1/09
15. Seventh Amendment to Lease dated 4/26/2010
16. Eighth Amendment to Lease dated 8/28/2010
17. Unconditional Guaranty of Lease dated 4/1/97

Covenant Care Midwest, Inc.

12/31/2015

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

0000 Xxxxxxxx Xx, Xxxxx, XX

Raton Property Limited Company

1. Lease dated 11/26/96
2. Consent to Assignment and Assumption of Lease dated 9/1/03
3. Assignment and Assumption of Lease dated 9/1/03
4. Payment Agreement dated 9/28/05
5. Consent to Assignment and Assumption of Lease dated 4/1/07
6. Assignment and Assumption of Lease dated 4/1/07
7. Agreement dated 4/1/07
8. Amendment to Lease dated 4/1/07
9. Second Amendment to Lease dated 10/31/07
10. Third Amendment to Lease dated 12/29/2009
11. Unconditional Guaranty of Lease dated 4/1/07
12. Unconditional Guaranty of Lease dated 4/1/07

Raton Nursing Operations, LLC, dba Raton
Nursing & Rehab Center

9/30/2021

N/A

0000 Xxxxxx Xxx, Xxxxxx Xxxx, XX

N.M. Silver City Three Plus One Limited Company

1. Sub-Lease Agreement dated 2/24/95
2. Assignment dated 3/1/95
3. First Amendment to Sub-Lease dated 12/23/96
4. Assignment and Assumption of Real Property Lease dated 12/31/97
5. Amendment to Lease dated 12/1/01
6. Consent to Assignment and Assumption of Lease dated 9/1/03
7. Assignment and Assumption of Lease dated 9/1/03
8. Payment Agreement dated 9/28/05
9. Consent to Assignment and Assumption of Lease dated 4/1/07
10. Assignment and Assumption of Lease dated 4/1/07
11. Agreement dated 4/1/07
12. Amendment to Lease dated 4/1/07
13. Second Amendment to Lease dated 12/29/2009
14. Unconditional Guaranty of Lease dated 9/1/03
15. Unconditional Guaranty of Lease dated 4/1/07
16. Unconditional Guaranty of Lease dated 4/1/07

Silver City Nursing Operations, LLC, dba Silver City Care Center

9/30/2021

Lessor
County of Grant, New Mexico

Termination Date
12/1/2033

Ground Lease
1. Ground Lease dated 12/1/1983
2. Assignment and Assumption of Ground Lease dated “June __, 2005”

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

000 Xxxxxx Xxxxx, Xxxxxxxxx, XX

N.M. Lordsburg Three Plus One Limited Company

1. Sub-Lease Agreement dated 2/24/95
2. Assignment dated 3/1/95
3. First Amendment to Sub-Lease dated 12/23/96
4. Assignment and Assumption of Real Property Lease dated 12/31/97
5. Amendment to Lease dated 12/1/01
6. Consent to Assignment and Assumption of Lease dated 9/1/03
7. Assignment and Assumption of Lease dated 9/1/03
8. Payment Agreement dated 9/28/05
9. Consent to Assignment and Assumption of Lease dated 4/1/07
10. Assignment and Assumption of Lease dated 4/1/07
11. Agreement dated 4/1/07
12. Amendment to Lease dated 4/1/07
13. Second Amendment to Lease dated 12/29/2009
14. Unconditional Guaranty of Lease dated 4/1/07
15. Unconditional Guaranty of Lease dated 4/1/07

Sunshine Haven Nursing Operations LLC, dba Sunshine Haven at Lordsburg

9/30/2021

N/A

0000 Xxxxxxx Xx, Xxxxx, XX

Xxxxx Associates, L.L.C.

1. Lease dated 6/2000
2. Personal Property Lease dated 6/2000
3. Assignment and Assumption of Lease dated 8/1/03
4. Amended and Restated Consent to Assignment and Assumption of Lease dated 8/1/03
5. Payment Agreement dated 9/28/05
6. Consent to Assignment and Assumption of Lease dated 4/1/07
7. Assignment and Assumption of Lease dated 4/1/07
8. Agreement dated 4/1/07
9. Amendment to Lease dated 4/1/07
10. Second Amendment to Lease dated 12/29/2009
11. Unconditional Guaranty of Lease dated 4/1/07
12. Unconditional Guaranty of Lease dated 4/1/07

Country Cottage Nursing Operations, LLC, dba Country Cottage Care & Rehab

9/30/2021

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

0000 Xxxxxx Xxxx Xx, Xxxxxx, XX

Red Rocks, L.L.C.

1. Lease dated 7/31/92
2. Assignment and Assumption of Lease dated 12/17/97
3. Assignment and Assumption of Real Property Lease dated 12/31/97
4. Consent to Assignment and Assumption of Lease dated 9/1/03
5. Assignment and Assumption of Lease dated 9/1/03
6. Payment Agreement dated 9/28/05
7. Consent to Assignment and Assumption of Lease dated 4/1/07
8. Assignment and Assumption of Lease dated 4/1/07
9. Agreement dated 4/1/07
10. Amendment to Lease dated 4/1/07
11. Second Amendment to Lease dated 10/31/07
12. Third Amendment to Lease dated 12/29/2009
13. Unconditional Guaranty of Lease dated 9/1/03
14. Unconditional Guaranty of Lease dated 4/1/07
15. Unconditional Guaranty of Lease dated 4/1/07

Red Rocks Nursing Operations, LLC, dba Red Rocks Care Center

9/30/2021

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

000 Xxxxxxxx Xx, Xxxxxxxx, XX

N.M. Espanola Three Plus One Limited Company

1. Sub-Lease Agreement dated 2/24/95
2. First Amendment to Sub-Lease dated 12/23/96
3. Assignment and Assumption of Real Property Lease dated 12/31/97
4. Amendment to Lease dated 12/1/01
5. Consent to Assignment and Assumption of Lease dated 9/1/03
6. Assignment and Assumption of Lease dated 9/1/03
7. Payment Agreement dated 9/28/05
8. Consent to Assignment and Assumption of Lease dated 4/1/07
9. Assignment and Assumption of Lease dated 4/1/07
10. Agreement dated 4/1/07
11. Amendment to Lease dated 4/1/07
12. Second Amendment to Lease dated 10/25/07
13. Third Amendment to Lease dated 12/29/2009
14. Unconditional Guaranty of Lease dated 9/1/03
15. Unconditional Guaranty of Lease dated 4/1/07
16. Unconditional Guaranty of Lease dated 4/1/07

Espanola Valley Nursing Operations, LLC, dba Espanola Valley Nursing & Rehab

9/30/2021

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

000 Xxxxxxxx Xx., Xxxxxxxxxx, XX

N.M. Bloomfield Three Plus One Limited Company

1. Sub-Lease Agreement dated 2/24/95
2. First Amendment to Sub-Lease dated 12/23/96
3. Assignment and Assumption of Real Property Lease dated 12/31/97
4. Consent to Assignment and Assumption of Lease dated 9/1/03
5. Assignment and Assumption of Lease dated 9/1/03
6. Payment Agreement dated 9/28/05
7. Consent to Assignment and Assumption of Lease dated 4/1/07
8. Assignment and Assumption of Lease dated 4/1/07
9. Agreement dated 4/1/07
10. Amendment to Lease dated 4/1/07
11. Second Amendment to Lease dated 10/31/07
12. Third Amendment to Lease dated 12/29/2009
13. Unconditional Guaranty of Lease dated 4/1/07
14. Unconditional Guaranty of Lease dated 4/1/07

Bloomfield Nursing Operations LLC, dba Bloomfield Nursing & Rehab

9/30/2021

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

0000 Xxxxxxxx Xx, Xxxxx Xx, XX

Xxxxxxxxxx Xxxx, X.X.X.

0. Sublease dated January, 1991
2. Amendment to Sublease dated 1/1/91
3. Lease dated 1/1/91
4. First Amendment to Lease dated 7/1/91
5. Second Amendment to Sublease dated 7/1/91
6. Third Amendment to Sublease dated 7/1/91
7. Assignment dated 12/31/97
8. Consent to Assignment dated 9/1/03
9. Assignment and Assumption of Lease 9/1/03
10. Payment Agreement dated 9/28/05
11. Consent to Assignment and Assumption of Lease dated 4/1/07
12. Assignment and Assumption of Lease dated 4/1/07
13. Agreement dated 4/1/07
14. Amendment to Lease dated 4/1/07
15. Second Amendment to Lease dated 10/25/07
16. Third Amendment to Lease dated 5/8/09
17. Fourth Amendment to Lease dated 7/13/2009
18. Fifth Amendment to Lease dated 12/29/2009
19.Unconditional Guaranty of Lease dated 4/1/07
20.Unconditional Guaranty of Lease dated 4/1/07

Casa Real Nursing Operations, LLC, dba Casa Real

9/30/2021

N/A

000 Xxxxxxx Xx, Xxxxxxx, XX

Xxxxxxx Associates, L.L.C.

1. Lease dated 1/10/90
2. Lease Assignment and Transfer of Operations dated 12/30/93
3. Assignment and Assumption of Lease dated 9/1/03
4. Payment Agreement dated 9/28/05
5. Consent to Assignment and Assumption of Lease dated 4/1/07
6. Assignment and Assumption of Lease dated 4/1/07
7. Agreement dated 4/1/07
8. Amendment to Lease dated 4/1/07
9. Second Amendment to Lease dated 10/31/07
10. Third Amendment to Lease dated 12/29/2009
11. Unconditional Guaranty of Lease dated 4/1/07
12. Unconditional Guaranty of Lease dated 4/1/07

Xxxxxxx Nursing Operations, LLC, dba Xxxxxxx Nursing & Rehab

9/30/2021

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

000 Xxxxxx Xxxx, Xxxxxx Xxxx, XX

California Aviv Two, L.L.C.

AB12 Master Tenant, L.L.C.

8/31/2018

N/A

X/X

00000 Xxxxxxx Xx, Xxxx, XX

Avon Ohio, L.L.C.

1. Lease dated 2/23/07
2. First Amendment to Lease dated 11/7/07
3. Second Amendment to Lease dated 4/1/08
4. Third Amendment to Lease dated 5/12/08
5. Consent to Sublease Agreement dated 3/19/08
6. Commencement Date Memorandum (relates to Sublease) dated 6/17/08
7. Fourth Amendment to Lease dated 8/19/2008
8. Fifth Amendment to Lease dated 4/1/2010
9. Unconditional Guaranty of Lease dated 2/23/07

Good Samaritan Health Group, Inc.

3/31/2017

N/A

X/X

000

X/X

101

000 Xxxxxx Xx, Xxxxxx-Xxxxxxxxx, XX (000 Xxxxxx Xxxxxx per Assessor)

Freewater Oregon, L.L.C.

1. Lease dated 10/25/06
2. First Amendment to Lease dated 8/1/08
3. Second Amendment to Lease dated 4/30/09
4. Unconditional Guaranty of Lease dated 10/25/06

Evergreen Oregon Healthcare Orchards Rehabilitation, L.L.C.

10/31/2016

N/A

102

1010 NE Third, Xxxxxx-Freewater, OR

Freewater Oregon, L.L.C.

1. Lease dated 10/25/06
2. First Amendment to Lease dated 8/1/08
3. Second Amendment to Lease dated 4/30/09
4. Unconditional Guaranty of Lease dated 10/25/06

Evergreen Oregon Healthcare Orchards Retirement, L.L.C.

10/31/2016

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

103

91 Aries Lane, La Grande, OR

California Aviv, L.L.C.

AB12 Master Tenant, L.L.C.

8/31/2018

N/A

104

000 Xxxxx Xxx, Xx Xxxxxx, XX

Xxxxxxxxxx-Xxxxxx Associates, L.L.C.

1. Lease dated 2/11/98
2. First Amendment dated 12/17/03
3. Second Amendment to Lease dated 10/25/06
4. Third Amendment to Lease dated 11/15/07
5. Fourth Amendment to Lease dated 8/1/08
6. Fifth Amendment to Lease dated 4/30/09
7. Sixth Amendment to Lease dated 7/15/09
8. Unconditional Guaranty of Lease dated 2/11/98

Evergreen Oregon Healthcare Valley View, LLC

2/28/2015

N/A

105

0000 X 00xx Xx, Xxx Xxxxxx, XX

Washington-Oregon Associates, L.L.C.

Evergreen Oregon Healthcare Valley Vista, LLC

2/28/2015

N/A

000

X/X

000

X/X

000

X/X

000

X/X

000

X/X

000

X/X

000

X/X

113

0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX

Falfurrias Texas, L.L.C.

1. Lease dated 5/31/06
2. First Amendment to Lease dated 7/15/09
3. Letter dated 4/21/2010 exercising 5-year extension option
4. Unconditional Guaranty of Lease dated 5/31/06
5. Second Amendment to Lease dated 11/30/2010

Falfurrias Nursing and Rehabilitation, L.P.

5/31/2021

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

114

000 Xxxxxx Xx, Xxxxxxxxx, XX

Manor Associates, L.L.C.

1. Lease dated 8/1/03
2. First Amendment to Lease dated 5/31/06
3. Second Amendment to Lease dated 7/15/09
4. Letter dated 4/21/2010 exercising 5-year extension option
5. Unconditional Guaranty of Lease dated 8/1/03
6. Third Amendment to Lease dated 11/30/2010

Brownwood Nursing and Rehabilitation, L.P.

5/31/2021

N/A

000

X/X

000

X/X

117

000 Xxxxxxxxxx Xxxx, Xxxxxxxx, XX

Columbus Texas Aviv, L.L.C.

1. Lease dated 5/31/06
2. Letter dated 4/21/2010 exercising 5-year extension option
3. Unconditional Guaranty of Lease dated 5/31/06
4. First Amendment to Lease dated 11/30/2010

Columbus Nursing and Rehabilitation, LP

5/31/2021

N/A

000

X/X

000

X/X

120

000 X Xxxxxxx Xx, Xxxxxx, XX

Manor Associates, L.L.C.

1. Lease dated 8/1/03
2. First Amendment to Lease dated 5/31/06
3. Letter dated 4/21/2010 exercising 5-year extension option
4. Unconditional Guaranty of Lease dated 8/1/03
5. Second Amendment to Lease dated 11/30/2010

Irving Nursing and Rehabilitation, L.P.

5/31/2021

N/A

000

X/X

122

000 X. Xxx 00, Xxxxxx, XX

Commerce Nursing Homes, L.L.C.

Birchwood Nursing and Rehabilitation, L.P.

5/31/2021

N/A

000

X/X

000

X/X

000

X/X

126

000 Xxxxx Xxxx Xx, Xxxxxx, XX

Savoy/Bonham Venture, L.L.C.

Seven Oaks Nursing and Rehabilitation, L.P.

5/31/2021

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

127

000 XX Xxx 00 Xxxx, Xxxxx Xxxxxx, XX

Mt. Vernon Texas, L.L.C.

Xxxxx Haven Nursing and Rehabilitation, L.P.

5/31/2021

N/A

000

X/X

129

000 X Xxx 00, Xxxxxxx, XX

Denison Texas, L.L.C.

Xxxxxxx Nursing and Rehabilitation, L.P.

5/31/2021

N/A

000

X/X

131

4225 Denmark, Houston, TX

Houston Texas Aviv, L.L.C.

1. Lease dated 5/31/06
2. Letter dated 4/21/2010 exercising 5-year extension option
3. Unconditional Guaranty of Lease dated 5/31/06
4. First Amendment to Lease dated 11/30/2010

Houston Nursing and Rehabilitation, L.P.

5/31/2021

N/A

000

X/X

000

X/X

134

000 X Xxxxxxxx, Xxxxx Xxxx, XX

Commerce Nursing Homes, L.L.C.

Xxxxx Nursing and Rehabilitation, L.P.

5/31/2021

N/A

000

X/X

136

000 X Xxxxxxxx Xx, Xxxxxx, XX

Aviv Liberty, L.L.C.

Heritage Villa Nursing and Rehabilitation, L.P.

5/31/2021

N/A

000

X/X

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

138

0000 X Xxxxxxxx Xx, Xxxxxx, XX

Willis Texas Aviv, L.L.C.

Xxxxxx Nursing and Rehabilitation, L.P.

5/31/2021

N/A

000

X/X

000

X/X

000

X/X

000

X/X

143

000 Xxxxx Xxxxx Xxx, Xxxx Xxxxx, XX

Aviv Liberty, L.L.C.

Wellington Oaks Nursing and Rehabilitation, L.P.

5/31/2021

N/A

000

X/X

000

X/X

146

0000 X Xxxxx Xx, Xxxxxxx, XX

Xxxxxxx Healthcare Associates, L.L.C.

Xxxxxxx Nursing and Rehabilitation, L.P.

5/31/2021

N/A

000

X/X

000

X/X

000

X/X

000

X/X

000

X/X

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

152

0000 00xx Xxxxxx, Xxxxxxxxx, XX

California Aviv, L.L.C.

AB12 Master Tenant, L.L.C.

8/31/2018

N/A

000

X/X

000

X/X

155

000 Xxxxx Xxxxxx, Xxxxxxxxx, XX

Columbia View Associates, L.L.C.

1. Lease dated 8/8/02
2. First Amendment dated 9/25/02
3. Second Amendment dated 6/30/02
4. Second Amendment dated 10/31/05
5. Third Amendment dated 1/1/06
6. Fourth Amendment to Lease dated 9/25/09
7. Unconditional Guaranty of Lease dated 8/1/02

Eagle Healthcare, Inc.

12/31/2020

N/A

000

X/X

157

0000 X Xxxxxxxx Xx., Xxxxxx, XX (Fairview a/k/a Almota)

Washington-Oregon Associates, L.L.C.

1. Lease dated 2/11/98
2. Assignment dated 2/11/98
3. First Amendment dated 12/17/03
4. Second Amendment to Lease dated 10/25/06
5. Third Amendment to Lease dated 11/15/07
6. Fourth Amendment to Lease dated 8/1/08
7. Fifth Amendment to Lease dated 4/30/09
8. Sixth Amendment to Lease dated 7/15/09
9. Unconditional Guaranty of Lease dated 2/11/98
10. Unconditional Guaranty of Lease dated 2/11/98
11. Seventh Amendment to Lease dated 10/29/2010

Evergreen Washington Healthcare Xxxxxxx, LLC

2/28/2015

N/A

000

X/X

000

X/X

160

000 Xxxxxxx Xxx, Xxxxxxxx, XX

Columbus Western Avenue, L.L.C.

1. Sublease dated 8/7/03
2. Letter Agreement dated 8/7/03
3. Assignment and Assumption of Sublease and Guaranty dated 12/22/04
4. First Amendment to Sublease dated 9/27/06
5. Unconditional Guaranty of SubLease dated 8/7/03

Xxxxx Health Systems Columbus, LLC

7/31/2011

N/A

000

X/X

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

162

0000 Xxxxxx Xx, Xxxxx, XX

Chippewa Valley, L.L.C.

1. Lease dated 10/30/01
2. First Amendment to Lease dated 1/31/02
3. Second Amendment to Lease dated 2/27/02
4. Third Amendment to Lease dated 3/21/02
5. Fourth Amendment to Lease dated 4/26/02
6. Assignment and Assumption of Lease dated 6/1/02
7. Fifth Amendment to Lease dated 1/1/03
8. Sixth Amendment to Lease dated 4/14/06
9. Unconditional Guaranty of Lease dated 10/30/01

Xxxxx Health Systems-Xxxxx, LLC

12/31/2012

N/A

000

X/X

000

X/X

000

X/X

166

000 Xxx Xxxxx Xxx., Xxxx Xxxxx, XX

Massachusetts Nursing Homes, L.L.C.

SunBridge Healthcare Corporation

12/31/2020

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

167

000 Xxx Xx, Xxxxxx, XX

Massachusetts Nursing Homes, L.L.C.

SunBridge Healthcare Corporation

12/31/2020

N/A

168

00 Xxxxxx Xx, Xxxxxxxx, XX

Massachusetts Nursing Homes, L.L.C.

SunBridge Healthcare Corporation

12/31/2020

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

169

000 Xxxx Xx, Xxxxxxxxx, XX

Massachusetts Nursing Homes, L.L.C.

SunBridge Healthcare Corporation

12/31/2020

N/A

170

0000 Xxxxxxxxx Xxxx, Xxxxxxxxx, XX

Yuba Aviv, L.L.C.

1. Lease dated 4/29/2010
2. Unconditional Guaranty of Lease dated 4/29/2010
3. First Amendment to Lease dated 8/16/2010
4. Assignment and Assumption Agreement (Purchase and Lease Documents) dated 9/15/2010
5. Lease and Loan Document Modification Agreement dated 9/21/2010
6. Second Amendment to Lease dated 12/17/2010

HP/Xxxxxxxxxx, Inc.

09/30/2020

N/A

000

X/X

000

X/X

000

X/X

000

X/X

175

000 Xxxxxx Xxxxx Xxxx, Xxxxxx, XX 00000

Orange ALF Property, L.L.C.

1. Lease dated 12/21/2010
2. Unconditional Guaranty of Lease dated 12/21/2010

Maplewood at Orange, LLC

12/31/2020

N/A

000

X/X

177

0000 X 00 Xxxxxxx, Xxxxx Xxxx, XX 00000

Great Bend Property, L.L.C.

1. Lease dated 12/17/2010
2. Unconditional Guaranty of Lease dated 12/17/2010

HP/Great Bend, Inc.

12/31/2020

N/A

178

000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000

Xxxx Xxxxx, L.L.C.

1. Master Lease dated 11/19/2010
2. Unconditional Guaranty of Lease dated 11/19/2010

Arma Care Center, LLC

12/31/2020

N/A

Facility Operating

Site

Real Property Asset

Lease

No.

Address

Borrower/Owner¹

Facility Operating Leases

Eligible Tenant²

Termination Date

Ground Leases

179

000 Xxxxx Xxx Xxxxxx, Xxxxx Xxxxxx, XX 00000

Xxxx Xxxxx, L.L.C.

1. Master Lease dated 11/19/2010
2. Unconditional Guaranty of Lease dated 11/19/2010

Xxxxx Center Nursing and Rehabilitation, LLC

12/31/2020

N/A

SCHEDULE 5.12
PART III — MATERIAL SUB-LEASES

Site

Real Property Asset

Sublease

Subtenant's Rental

No.

Address

Borrower/Owner

Sublease

Subtenant

Termination Date

Payment Status

000 X. Xxxxxx, Xxxxxx, XX

Missouri Regency Associates, L.L.C.

1. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010
2. Sublease dated 7/1/2010

Benchmark Healthcare of Monett, L.L.C., a Missouri limited liability company

6/30/2020

Unknown

000 X Xxxxx Xx, Xxxxxxxxxxxxx, XX

Missouri Regency Associates, L.L.C.

1. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010
2. Sublease dated 7/1/2010

Harrisonville Healthcare, L.L.C., a Missouri limited liability company

6/30/2020

Unknown

0000 Xxxx Xxxxxxxx, Xxxxxxxxxxxxx, XX

Missouri Regency Associates, L.L.C.

1. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010
2. Sublease dated 7/1/2010

Benchmark Healthcare of Harrisonville, L.L.C., a Missouri limited liability company

6/30/2020

Unknown

0000 Xxxxxxx Xx, Xxxxxxx, XX

Missouri Regency Associates, L.L.C.

1. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010
2. Sublease dated 7/1/2010

Benchmark Healthcare of Raytown, L.L.C., a Missouri limited liability company

6/30/2020

Unknown

0000 Xxxxxxxxx Xxxxx Xx, Xxx’s Summit, MO

Missouri Regency Associates, L.L.C.

1. Consent to Sublease, Attornment and Unconditional Guaranty of Master Lease dated 8/9/2010
2. Sublease dated 7/1/2010

Benchmark Healthcare of Xxx’x Summit, L.L.C., a Missouri limited liability company

6/30/2020

Unknown

00000 Xxxxxxx Xx, Xxxx, XX

Avon Ohio, L.L.C.

1. Consent to Sublease Agreement dated 3/19/08
2. Sublease dated 3/19/08
3. Commencement Date Memorandum dated 6/17/08

Community Health Partners Regional Medical Center, an Ohio non-profit corporation

April 1, 2013, with one (1) five-year renewal option

Unknown

SCHEDULE 5.13
MATERIAL CONTRACTS; CONTRACTS

None.

SCHEDULE 5.22
PATRIOT ACT INFORMATION

Credit Party’s Legal

State of

Chief Executive

Principle Place of

Licensed to do

Name

Formation

Office

Business

Business in

Tax ID

Organizational ID

Aviv Financing I, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

IL/MA

00-0000000

3926720

Alamogordo Aviv, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

State of formation only

00-0000000

2581791

Xxxx Xxxxx, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

0000000

Xxxx Liberty, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3943940

Avon Ohio, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

4290056

Xxxxxx Harbor, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

000000

Xxxxxxxxxx Xxxx Xxx, X.X.X.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

CA/NV

00-0000000

0000000

Xxxxxxxxxx Xxxx, X.X.X.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

CA/WA/OR

00-0000000

4559434

Chenal Arkansas, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

4072263

Chippewa Valley, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

MI/WI

00-0000000

59226

Xxxxxxx Associates, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

State of formation only

00-0000000

2566586

Columbia View Associates, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3943978

Columbus Texas Aviv, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

4144014

Columbus Western Avenue, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3759584

Commerce Nursing Homes, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

98299

Denison Texas, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

4144007

Falfurrias Texas, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

4144005

Xxxxxxxx Heights Associates, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3943981

Credit Party’s Legal

State of

Chief Executive

Principle Place of

Licensed to do

Name

Formation

Office

Business

Business in

Tax ID

Organizational ID

Freewater Oregon, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

4230116

Fullerton California, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3456727

Great Bend Property, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

4897313

Heritage Monterey Associates, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

43958

Highland Leasehold, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3963799

Xxxxx Associates, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

131466

Hot Springs Aviv, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

4517015

Houston Texas Aviv, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

4144011

Hutchinson Kansas, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

4060902

Manor Associates, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3945540

Massachusetts Nursing Homes, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3963794

Missouri Regency Associates, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3943944

Mt. Vernon Texas, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

4144012

N.M. Bloomfield Three Plus One Limited Company

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

State of formation only

00-0000000

1712306

N.M. Espanola Three Plus One Limited Company

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

State of formation only

00-0000000

1712314

N.M. Lordsburg Three Plus One Limited Company

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

State of formation only

00-0000000

1712322

N.M. Silver City Three Plus One Limited Company

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

State of formation only

00-0000000

1712330

Omaha Associates, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3943951

Orange ALF Property, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

4901860

Credit Party’s Legal

State of

Chief Executive

Principle Place of

Licensed to do

Name

Formation

Office

Business

Business in

Tax ID

Organizational ID

Peabody Associates, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3943959

Raton Property Limited
Company

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

State of formation only

00-0000000

1825066

Red Rocks, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

0014930-6

Riverside Nursing Home Associates, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3143588

Santa Xxx-Xxxxxxxx, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

167649

Savoy/Bonham Venture, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3943973

Skyview Associates, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3943997

Tujunga, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

3278294

VRB Aviv, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

4058022

Washington-Oregon Associates, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

WA/OR

00-0000000

0013883-5

Xxxxxxx Healthcare Associates, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

State of formation only

00-0000000

7012511-22

Willis Texas Aviv, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

00-0000000

4144009

Yuba Aviv, L.L.C.

000 Xxxx Xxxxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000

California

00-0000000

3965009

SCHEDULE 9.12
ALLOCATED LOAN VALUE


Site	Loan Allocation
2		5,600,957.78
8		4,060,694.36
20		3,173,876.05
21		6,954,522.53
22		4,994,187.32
23		2,053,684.51
24		2,567,105.63
25		8,028,039.43
30		1,446,914.08
31		4,480,766.19
32		3,453,923.94
33		2,613,780.28
35		10,595,145.06
36		5,460,933.80
37		3,173,876.05
43		4,200,718.31
48		2,987,177.46
53		560,095.77
54		2,800,478.87
55		1,073,516.90
57		513,421.13
58		266,045.49
59		886,818.31
60		840,143.66
61		560,095.77
62		4,527,440.84
63		1,260,215.49
64		840,143.66
65		840,143.66
66		2,473,756.34
67		3,640,622.53
71		2,520,430.98
72		1,446,914.08
73		1,306,890.14
74		2,753,804.22
75		2,380,407.04
83		513,421.13
84		6,954,522.53
85		2,287,057.74
86		3,313,900.00
87		653,445.07
88		840,143.66
89		1,820,311.27
90		4,014,019.72
91		2,800,478.87
92		4,387,416.90
93		1,353,564.79
94		5,974,354.93
98		3,080,526.76
101		1,913,660.56
102		1,493,588.73
103		3,640,622.53
104		2,333,732.39
105		513,421.13
113		980,167.60
114		2,053,684.51
117		242,708.17
120		1,960,335.21
122		3,640,622.53
126		1,073,516.90
127		102,684.23
129		2,707,129.58
131		933,492.96
134		1,166,866.20
136		1,446,914.08
138		2,100,359.15
143		3,547,273.24
146		1,633,612.67
152		560,095.77
155		606,770.42
157		3,360,574.65
160		1,166,866.20
162		1,306,890.14
170		2,943,663.35
175		8,089,899.40
177		3,258,028.72
178		1,925,641.12
179		1,983,993.34

Total		204,017,666.51

PARENT BORROWER:

AVIV FINANCING I, L.L.C., a Delaware limited
liability company

/s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx
Its: Authorized Representative