REGISTRATION RIGHTS AGREEMENT by and between BROOKDALE SENIOR LIVING INC. and VENTAS, INC.Registration Rights Agreement • August 10th, 2020 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Delaware
AMENDED AND RESTATED MASTER LEASE AND SECURITY AGREEMENT Between The Entities That Are Signatories Hereto As “Landlord”, as Landlord and The Entities That Are Signatories Hereto As “Tenant”, as TenantMaster Lease and Security Agreement • August 10th, 2020 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Illinois
This AMENDED AND RESTATED MASTER LEASE AND SECURITY AGREEMENT (this “Lease”) is entered into as of July 26, 2020 (the “Effective Date”) by and among each of the entities identified on Schedule 1 as a Landlord (individually and collectively, “Landlord”), and each of the entities identified on Schedule 1 as a Tenant (individually and collectively, “Tenant”).
Ventas, Inc. Chicago, Illinois 60654Brookdale Senior Living Inc. • August 10th, 2020 • Services-nursing & personal care facilities • Illinois
Reference is made to (a) that certain Master Lease and Security Agreement dated as of April 26, 2018 (as amended, the “Combination Lease”), by and among certain affiliates of Ventas (as defined below) and certain affiliates of Brookdale (as defined below), (b) those certain leases, agreements regarding leases and other documents relating thereto, which are described on Exhibit A attached hereto and made a part hereof (each such lease, and any such agreements regarding leases and other documents relating thereto, as amended, a “Separate Lease”, and, collectively, the “Separate Leases”), and (c) that certain loan (the “Summerville Loan”) evidenced by that certain Promissory Note Secured by Open-End Mortgage and Security Agreement and Fixture Filing With Assignment of Leases and Rents, dated as of October 1, 2015, and each of the other loan documents executed in connection therewith (collectively, the “Summerville Loan Documents”), which Summerville Loan is secured by a mortgage lien agai
AMENDED AND RESTATED GUARANTYGuaranty • August 10th, 2020 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Illinois
This Amended and Restated Guaranty (as it may be further amended, modified, amended and restated or divided from time to time in accordance with the terms hereof, this “Agreement”), dated as of July 26, 2020 (the “Effective Date”), is made by and among (i) Brookdale Senior Living Inc., a Delaware corporation (or any entity succeeding thereto by consolidation, merger or acquisition of all or substantially all of its assets, “Guarantor”), (ii) each of the parties identified as “Tenant” on the signature pages hereto (each such party identified as a Tenant on the signature pages hereto, together with its respective successors and permitted assigns, a “Tenant” and, collectively, the “Tenants”, and together with Guarantor and its Affiliates who are party to any BKD/VTR Document (as defined below), the “BKD Parties”), (iii) Ventas, Inc., a Delaware corporation (“Ventas”), acting for and on behalf of itself and each of its Affiliates who are party to any BKD/VTR Document, and (iv) each of the
