Document

Exhibit 10.1




AMENDMENT NO. 3 TO AMENDED AND RESTATED MASTER LEASE AND SECURITY AGREEMENT
(Extension of Deadline for, and Reallocation of, Requested Landlord UE Funds)


THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED MASTER LEASE AND SECURITY AGREEMENT (hereinafter, this “Amendment”) is effective as of July 15, 2022 (the “Amendment Effective Date”), by and among each of the signatories hereto identified as "Landlord" (individually and collectively, “Landlord”), and each of the signatories hereto identified as "Tenant" (individually and collectively, “Tenant”).
RECITALS
A.Landlord and Tenant are parties to that certain Amended and Restated Master Lease and Security Agreement dated as of July 26, 2020, as amended by that certain Amendment No. 1 to Amended and Restated Master Lease and Security Agreement (McMinnville Lease Combination) effective as of April 15, 2021 and that certain Amendment No. 2 to Amended and Restated Master Lease and Security Agreement (Extension of Deadline for Requested Landlord UE Funds) dated July 19, 2021 (as amended, the “Master Lease”); and
B.Landlord and Tenant wish to amend the Master Lease to extend the deadline for Tenant to request Requested Landlord UE Funds with respect to certain of the Approved Projects.
      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:
1.Capitalized Terms.  All capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Master Lease. 
2.Amendment to Lease.  
2.1.Schedule 6.3.5.2 of the Master Lease is hereby amended to add the project identified as “Group B” on Exhibit A attached hereto (the “Group B Project”), such project shall hereafter constitute an “Approved Project”, and the approved budget for such Group B Project is as set forth under the heading “Approved Budget” for such Group B Project.
2.2.Notwithstanding anything to the contrary set forth in Section 6.3.5.2 of the Master Lease, Tenant may make requests for disbursement of Requested Landlord UE Funds for each of the Approved Projects identified under “Group A” on Exhibit A attached hereto (the “Group A Projects”) and the Group B Project on or prior to the date listed adjacent to such Group A Project or Group B Project, as applicable, on Exhibit A. The approved budget for each such Group A Project is as set forth under the heading “Approved Budget” for such Group A Project. 
2.3.Notwithstanding anything to the contrary set forth in Section 6.3.5.2 of the Master Lease, Tenant may (i) apply Cost Savings from any Group A Project to any increase in the cost of any other Group A Project above the approved budget amount of such Group A Project set forth on Schedule 6.3.5.2 and (ii) only from and after final completion of all Group A Projects, apply Cost Savings from any Group A Project to any increase in the cost of the Group B Project above the approved budget amount of such Group B Project set forth on Schedule 6.3.5.2.









3.Miscellaneous.
3.1.Integrated Agreement; Modifications; Waivers.  This Amendment, and the Master Lease as amended hereby, together with the “Transaction Documents” as defined in the Master Transaction Letter, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede 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.  
3.2.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.
3.3.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.
3.4.Counterparts.  This Amendment may be executed and delivered (including by facsimile, Portable Document Format (pdf) transmission, or Docusign) in counterparts, all of which executed 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.


[signature pages follow]











    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. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

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


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President





















Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








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


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President





ACKNOWLEDGEMENT


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


    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 H. Todd Kaestner, 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 27th day of July, 2022. 




(SEAL)                    /s/ Linda B. DeVault
                        Notary Public


                        Print Name: Linda B. DeVault    
                        My commission expires: 10-23-23    
                        Acting in the County of: Sumner    






Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








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


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

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


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

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


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

	BLC-RIVER BAY CLUB, LLC, a Delaware limited liability company
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President





Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	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. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

	BLC-ATRIUM AT SAN JOSE, L.P., a Delaware limited partnership
By:    BLC-Atrium at San Jose, LLC, a Delaware limited liability company, its general partner
By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

	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. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President





Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	BLC-PONCE DE LEON, LLC, a Delaware limited liability company


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

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


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

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


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

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


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President





Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	BLC-BRENDENWOOD, LLC, a Delaware limited liability company


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

	BLC-CHATFIELD, LLC, a Delaware limited liability company


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

	

BROOKDALE LIVING COMMUNITIES OF FLORIDA, INC. a Delaware corporation 


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President





Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








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


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

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


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

	SW ASSISTED LIVING, LLC, a Delaware limited liability company


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

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


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President





Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








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


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

	SUMMERVILLE 5 LLC, a Delaware limited liability company


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

	SUMMERVILLE 4 LLC, a Delaware limited liability company


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President







Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	SUMMERVILLE 14 LLC, a Delaware limited liability company


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President


SUMMERVILLE 15 LLC, a Delaware limited liability company


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President


SUMMERVILLE 16 LLC, a Delaware limited liability company


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President


SUMMERVILLE 17 LLC, a Delaware limited liability company


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President











Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	SUMMERVILLE AT RIDGEWOOD GARDENS LLC, a Delaware limited liability company


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

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


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President





ACKNOWLEDGEMENT


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


    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 H. Todd Kaestner, 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 27th day of July, 2022. 




(SEAL)                    /s/ Linda B. DeVault
                        Notary Public


                        Print Name: Linda B. DeVault    
                        My commission expires: 10-23-23    
                        Acting in the County of: Sumner    




Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








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


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

	ALS LEASING, INC., a Delaware corporation 


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President





ACKNOWLEDGEMENT


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


    Before me, the undersigned, a Notary Public in and for said County and State, personally appeared ALS Leasing, Inc., a Delaware corporation (“Company”), by H. Todd Kaestner, 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 27th day of July, 2022. 




(SEAL)                    /s/ Linda B. DeVault
                        Notary Public


                        Print Name: Linda B. DeVault    
                        My commission expires: 10-23-23    
                        Acting in the County of: Sumner    


Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	

ASSISTED LIVING PROPERTIES, INC., a Kansas corporation 


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President

	BLC-THE HERITAGE OF DES PLAINES, LLC, a Delaware limited liability company


By: /s/ H. Todd Kaestner
Name: H. Todd Kaestner
Title: Executive Vice President





Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement











			
	LANDLORD:

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


By: /s/ Christian N. Cummings
Name: Christian N. Cummings    
Title: Senior Vice President        





Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	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/ Christian N. Cummings
Name: Christian N. Cummings
Title: President





ACKNOWLEDGEMENT


STATE OF Illinois            )
                    )  :ss.:
COUNTY OF     Cook            )


    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-ALS Properties I, LLC, by Christian N. Cummings, its President, 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 Chicago, Illinois, this 25th day of July, 2022. 




(SEAL)                    /s/ Theresa M. Kwasinski
                        Notary Public


                        Print Name: Theresa M. Kwasinski    
                        My commission expires: 08/05/22    
                        Acting in the County of: Cook    


Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President

	

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


By: /s/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President



Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








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


By: /s/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President





ACKNOWLEDGEMENT


STATE OF Illinois            )
                    )  :ss.:
COUNTY OF     Cook            )


    Before me, the undersigned, a Notary Public in and for said County and State, personally appeared 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 Chicago, Illinois, this 25th day of July, 2022. 




(SEAL)                    /s/ Theresa M. Kwasinski
                        Notary Public


                        Print Name: Theresa M. Kwasinski    
                        My commission expires: 08/05/22    
                        Acting in the County of: Cook    
Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President

	BROOKDALE LIVING COMMUNITIES OF ILLINOIS-HV, 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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President



Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President                

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


By: /s/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President                



Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President

	THE PONDS OF PEMBROKE LIMITED PARTNERSHIP, an Illinois limited 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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President



Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President

	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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President



Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President

	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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President



Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President

	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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President



Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President

	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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President



Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	
	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/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President



















Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	NATIONWIDE HEALTH PROPERTIES, LLC, a Delaware limited liability company


By: Christian N. Cummings
Name:    Christian N. Cummings
Title: President





ACKNOWLEDGEMENT


STATE OF Illinois            )
                    )  :ss.:
COUNTY OF Cook            )


    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 Christian N. Cummings, its President, 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 Chicago, Illinois, this 25th day of July, 2022. 




(SEAL)                    /s/ Theresa M. Kwasinski
                        Notary Public


                        Print Name: Theresa M. Kwasinski    
                        My commission expires: 08/05/22    
                        Acting in the County of: Cook    


Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








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


By: /s/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President

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


By: /s/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President

	MLD PROPERTIES, INC., a Delaware corporation


By: /s/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President



Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








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


By: /s/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President





ACKNOWLEDGEMENT


STATE OF Illinois            )
                    )  :ss.:
COUNTY OF Cook            )


    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 Christian N. Cummings, its President, 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 Chicago, Illinois, this 25th day of July, 2022. 




(SEAL)                    /s/ Theresa M. Kwasinski
                        Notary Public


                        Print Name: Theresa M. Kwasinski    
                        My commission expires: 08/05/22    
                        Acting in the County of: Cook    






Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








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


By: /s/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President

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


By: /s/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President

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


By: /s/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President



Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	
	NHP MCCLAIN, LLC, a Delaware limited liability company


By: /s/ Christian N. Cummings
Name:    Christian N. Cummings
Title: President





ACKNOWLEDGEMENT


STATE OF Illinois            )
                    )  :ss.:
COUNTY OF Cook            )


    Before me, the undersigned, a Notary Public in and for said County and State, personally appeared NHP MCCLAIN, LLC, a Delaware limited liability company (“Company”), by Christian N. Cummings, its President, 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 Chicago, Illinois, this 25th day of July, 2022. 




(SEAL)                    /s/ Theresa M. Kwasinski
                        Notary Public


                        Print Name: Theresa M. Kwasinski    
                        My commission expires: 08/05/22    
                        Acting in the County of: Cook    
Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








			
	
	VENTAS FAIRWOOD, LLC, a Delaware limited liability company


By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President

	VENTAS FRAMINGHAM, LLC, a Delaware limited liability company


By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President

	VENTAS WHITEHALL ESTATES, LLC, a Delaware limited liability company


By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President



Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement








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


By: /s/ Christian N. Cummings
Name: Christian N. Cummings
Title: President



Signature Page-Amendment No. 3 to Amended and Restated Master Lease and Security Agreement











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. 3 to Amended and Restated Master Lease and Security Agreement effective as of July 15th, 2022 (the “Lease Amendment”) between Landlord and Tenant (both, as defined therein).
BROOKDALE SENIOR LIVING INC., a Delaware corporation (“Guarantor”) executed and delivered that certain Amended and Restated Guaranty dated as of July 26, 2020 (the “Guaranty”), pursuant to which Guarantor guarantied for the benefit of Landlord, the obligations of Tenant under the BKD/VTR Documents (as defined in the Guaranty).
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 Master 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. Todd Kaestner
    Name:    H. Todd Kaestner
    Title:    EVP Corporate Development