Ex10-2


		
			Exhibit 10.2
		

		
			 
		

		
			Execution Copy
		

		
			 
		

		
			TENTH AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT
		

		
			 
		

		
			This TENTH AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of March 29, 2015 and effective as of April 1, 2015 (the “Effective Date”) by and among the parties signatory hereto, as lessors (collectively, “Lessor”),  HCR III Healthcare, LLC, as lessee (“Lessee”), and HCR ManorCare, Inc., as guarantor (“Guarantor”).
		

		
			 
		

		
			RECITALS
		

		
			 
		

		
			A.Lessor is the current “Lessor” and Lessee is the current “Lessee” pursuant to that certain Master Lease and Security Agreement, dated as of April 7, 2011, as amended by that certain First Amendment to Master Lease and Security Agreement, dated as of April 7, 2011, as further amended by that certain Second Amendment to Master Lease and Security Agreement, dated as of May 16, 2011, Third Amendment to Master Lease and Security Agreement, dated as of January 10, 2012, Fourth Amendment to Master Lease and Security Agreement, dated as of April 18, 2012, Fifth Amendment to Master Lease and Security Agreement, dated as of May 5, 2012, Sixth Amendment to Master Lease and Security Agreement, dated as of July 30, 2012, Seventh Amendment to Master Lease and Security Agreement, dated as of February 11, 2013, Eighth Amendment to Master Lease and Security Agreement, dated as of July 31, 2014, and Ninth Amendment to Master Lease and Security Agreement, dated as of September 30, 2014 (as so amended, collectively, the “Master Lease”).  
		

		
			 
		

		
			B. Lessee’s obligations under the Master Lease are guaranteed by HCR ManorCare, Inc., a Delaware corporation, successor in interest to HCR ManorCare LLC, a Delaware limited liability company, pursuant to that certain Guaranty of Obligations, dated as of April 7, 2011 (as the same may heretofore have been or may hereafter be further amended, modified, or reaffirmed from time to time, the “Guaranty”).  
		

		
			 
		

		
			C.The Master Lease currently covers the “Leased Property” of the Pool 1 Facilities described on Exhibit A-1 to the Master Lease, the Pool 2 Facilities described on Exhibit A-2 to the Master Lease, the Pool 3 Facilities described on Exhibit A-3 to the Master Lease, and the Pool 4 Facilities described on Exhibit A-4 to the Master Lease.
		

		
			 
		

		
			D.Lessor and Lessee desire to modify certain terms and provisions of the Master Lease as more particularly provided herein.  
		

		
			 
		

		
			E.Effective as of the Effective Date, Lessor and Lessee have agreed to reduce Lessee’s obligation to pay current Minimum Rent and to provide for Lessee to pay a Deferred Rent Obligation (as hereinafter defined) each as provided in this Amendment. 
		

		
			 
		

		
			 
		


		

		

		 

 

		AGREEMENT
		

		
			 
		

		
			NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows:
		

		
			 
		

			
	
			
				 1.
			Recitals.  The foregoing recitals are adopted by Lessor and Lessee as true and correct and, by this reference, are incorporated herein as if set forth herein in full. 




			
	
			
				 2.
			Definitions; References to Master Lease.  All capitalized terms used herein shall have the meanings ascribed to them in the Master Lease, unless otherwise defined herein or modified by the terms of this Amendment.  The term “this Lease” as used in the Master Lease shall mean the Master Lease, as amended and modified by this Amendment.  The Master Lease, as amended and modified by this Amendment, is the “Lease”. 




			
	
			
				 3.
			Amendments to Section 2.1 of the Master Lease.  Section 2.1 of the Master Lease, Definitions, is hereby modified and amended as follows: 




			
	
			
				 (a)
			The following terms are hereby deleted in their entirety and replaced with the following in lieu thereof: 




		
			“Extended Term(s):  Any one or more of the Pool 1 Sub-A First Extended Term, Pool 1 Sub-A Second Extended Term, Pool 1 Sub-B First Extended Term, Pool 1 Sub-B Second Extended Term, Pool 1 Sub-C First Extended Term, Pool 1 Sub-C Second Extended Term, Pool 1 Sub-D First Extended Term, Pool 1 Sub-D Second Extended Term, Pool 2 Sub-A First Extended Term, Pool 2 Sub-A Second Extended Term, Pool 2 Sub-B First Extended Term, Pool 2 Sub-B Second Extended Term, Pool 2 Sub-C First Extended Term, Pool 2 Sub-C Second Extended Term, Pool 2 Sub-D First Extended Term, Pool 2 Sub-D Second Extended Term, Pool 2 Sub-E First Extended Term, Pool 2 Sub-E Second Extended Term, Pool 3 Sub-A First Extended Term, Pool 3 Sub-A Second Extended Term, Pool 3 Sub-B First Extended Term, Pool 3 Sub-B Second Extended Term, Pool 3 Sub-C First Extended Term, Pool 3 Sub-C Second Extended Term, Pool 3 Sub-D First Extended Term, Pool 3 Sub-D Second Extended Term, Pool 3 Sub-E First Extended Term, Pool 3 Sub-E Second Extended Term, Pool 4 Sub-A First Extended Term, Pool 4 Sub-A Second Extended Term, Pool 4 Sub-B First Extended Term, Pool 4 Sub-B Second Extended Term, Pool 4 Sub-C First Extended Term, Pool 4 Sub-C Second Extended Term, Pool 4 Sub-D First Extended Term and/or Pool 4 Sub-D Second Extended Term (including, without limitation, all of them collectively), as the context requires.”
		

		
			“Pool 1 Fixed Term: The period of time commencing on the Commencement Date and ending at 11:59 p.m. Los Angeles time on March 31, 2029.”
		

		

		

		 


		

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			“Pool 2 Fixed Term: The period of time commencing on the Commencement Date and ending at 11:59 p.m. Los Angeles time on March 31, 2030.”
		

		
			“Pool 3 Fixed Term: The period of time commencing on the Commencement Date and ending at 11:59 p.m. Los Angeles time on March 31, 2032.”
		

		
			“Pool 4 Fixed Term: The period of time commencing on the Commencement Date and ending at 11:59 p.m. Los Angeles time on March 31, 2033.”
		

			
	
			
				 (b)
			The following new definition is inserted in its appropriate alphabetical order: 




		
			“Cooperation Agreement:  That certain letter agreement, dated February 6, 2015, between Lessor and Lessee.”
		

		
			“Effective Date: As defined in the Tenth Amendment.”
		

		
			“Sale Properties: As defined in the Cooperation Agreement.”
		

		
			“Tenth Amendment: That certain Tenth Amendment to Master Lease and Security Agreement, dated as of March 29, 2015 by and among Lessor, Lessee and Guarantor.”
		

			
	
			
				 4.
			Reduction of Minimum Rent.




			
	
			
				 (a)
			Minimum Rent.  From and after the Effective Date, the Master Lease is hereby modified and amended by deleting Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4 attached to the Master Lease in their entirety and replacing such exhibits with a replacement Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4 attached to this Amendment and incorporated into the Master Lease.




			
	
			
				 5.
			Modification of Extension Term.  Section 1(d) and (e) and Section 2 of Exhibit D to the Master Lease shall be deleted in its entirety and replaced with Exhibit B attached to this Amendment and incorporated into the Master Lease.




			
	
			
				 6.
			Minimum Rent Escalation.   Exhibit D attached to the Master Lease is hereby modified and amended as follows: 




			
	
			
				 (a)
			Section 1(b) of Exhibit D to the Master Lease shall be deleted in its entirety and replaced with the following in lieu thereof: “Intentionally Omitted.”. 




			
	
			
				 (b)
			Section 1(c) of Exhibit D to the Master Lease shall be amended to replace “Commencing upon the expiration of the (6th) Lease Year” with “Commencing on April 1, 2016”. 




		

		

		 


		

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				 7.
			Deferred Rent Obligation. Article 3 of the Master Lease is hereby modified and amended by inserting the following at the end of such Article:  




		
			“Section 3.5.Deferred Rent Obligation and Related Matters.  
		

		
			3.5.1  As a result of the modification of the Minimum Rent as provided in the Tenth Amendment, a portion of the Minimum Rent is being deferred in an amount equal to $525,000,000 in the aggregate (the “Initial Deferred Rent Obligation”).  Lessee acknowledges that the entire Initial Deferred Rent Obligation is deferred and payable as provided in this Section 3.5.   The Initial Deferred Rent Obligation shall be allocated into tranches as follows: (i) Tranche A: $275,000,000 (the “Tranche A Deferred Rent Obligation”) and (ii) Tranche B: $250,000,000 (the “Tranche B Initial Deferred Rent Obligation”). 
		

		
			3.5.2  From and after the Effective Date, until the entire Tranche A Deferred Rent Obligation is paid in full to Lessor, Lessee shall pay to Lessor a current annual rent factor payment (the “Tranche A Current Payment”) in an amount equal to (a) the then applicable Tranche A Rental Factor (as hereinafter defined) times (b) the outstanding amount of the Tranche A Deferred Rent Obligation.  For the purposes hereof, the “Tranche A Rental Factor” means (i) six and nine-tenths percent (6.9%) per annum for the first Lease Year following the Effective Date and (ii) for each Lease Year thereafter occurring during the Term, the Tranche A Rental Factor shall be increased by three percent (3.0%) per annum compounded annually.  For example, the Tranche A Rental Factor for the Lease Year commencing on April 1, 2016 shall be seven and eleven hundredths percent (7.11%) (i.e., 6.9% times 1.03) and for the Lease Year commencing on April 1, 2017, shall be seven and thirty-two hundredths percent (7.32%), and so on.  Commencing on the Effective Date, one twelfth (1/12) of the then applicable Tranche A Current Payment shall be payable by Lessee to Lessor monthly, in advance, together with the payment of each installment of Minimum Rent.    
		

		
			3.5.3  Commencing on April 1, 2016, the amount of the outstanding Tranche B Initial Deferred Rent Obligation shall be increased until the Tranche B Deferred Rent Obligation (as hereafter defined) is paid in full to Lessor by an amount equal to (a) the then applicable Tranche B Rental Factor (as hereinafter defined) times (b) the outstanding amount of the Tranche B Deferred Rent Obligation.  For the purposes hereof, the “Tranche B Rental Factor” means (i) initially three percent (3.0%), (ii) commencing on April 1, 2019, four percent (4.0%), (iii) commencing on April 1, 2020, five percent (5.0%), and (iv) commencing on April 1, 2021 and for the remainder of the Term, six percent (6.0%).  The Tranche B Initial Deferred Rent Obligation, as increased by the Tranche B Rental Factor shall be referred to as the “Tranche B Deferred Rent Obligation”.  The Tranche A Deferred Rent Obligation, together with the Tranche B Deferred Rent Obligation, shall be referred to collectively as the “Deferred Rent Obligation”.
		

		

		

		 


		

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			3.5.4  The entire outstanding Deferred Rent Obligation shall be due and payable by Lessee to Lessor on the earliest to occur of (a) an Event of Default for failure to pay Minimum Rent under this Lease; (b) Lessee shall fail to pay any installment of the Tranche A Current Payment when the same becomes due and payable and such failure is not cured by Lessee within a period of five (5) Business Days after notice thereof from Lessor; (c) any other Event of Default that results in a termination of all or any part of this Lease but only to the extent that Lessor has terminated this Lease with respect to a number of Facilities equal to seven percent (7%) or more (in the aggregate) of the number of Facilities then subject to this Lease (excluding, however, any partial termination resulting from a Separation Event or in connection with any Sale Properties (as designated pursuant to the Cooperation Agreement)); (d) the expiration of the Pool 1 Fixed Term; (e) any initial public offering of Guarantor or its Subsidiaries in which Carlyle Funds or members of the executive management team of Guarantor sell shares or receive proceeds; (f) any sale or transfer of a direct or indirect controlling interest in Guarantor or any Controlling Person, other than any Transfer described in clause (a) of the definition of Permitted Transfer; and (g) other than in connection with the Additional Facility Purchase Transaction or the sale of any Sale Properties pursuant to and in compliance with the Cooperation Agreement, any sale or transfer of a majority interest in any material assets of Guarantor or any of its material Subsidiaries, including, without limitation, the hospice business and/or the home healthcare business, except to the extent the net after tax proceeds are actually applied to payment of obligations under HCR Healthcare, LLC’s credit facilities as in effect from time to time (including any refinancings or replacements thereof) or are actually applied to payment of the Deferred Rent Obligation.     
		

		
			3.5.5  Notwithstanding any provision of this Lease to the contrary, all or any portion of the Deferred Rent Obligation may be prepaid at any time, or from time to time, at the option of Lessee or Guarantor, as applicable, without premium or penalty.  Any repayment or voluntary prepayment of the Deferred Rent Obligation pursuant to this Section 3.5  shall be applied as follows: first, to payment of the Tranche B Deferred Rent Obligation until repaid in full, and second, to payment of the Tranche A Deferred Rent Obligation.  Notwithstanding the foregoing, any repayment or voluntary prepayment of the Deferred Rent Obligation from proceeds received from the Additional Facilities Purchase Transaction shall be applied as follows:  first, to payment of the Tranche A Deferred Rent Obligation until repaid in full, and second, to payment of the Tranche B Deferred Rent Obligation.
		

		
			3.5.6  Notwithstanding anything in this Lease or the Guaranty to the contrary, until the Deferred Rent Obligation has been paid in full by Lessee to Lessor, (a) Guarantor shall not (i) (A) pay any dividends or make any distributions to holders of its equity interests, other than for payment of taxes or dividends payable of Guarantor’s currently outstanding preferred stock (which dividends payable on such preferred stock shall not exceed $200,000 per annum) or (B) incur or cause or permit any Subsidiary of Guarantor to incur any indebtedness for borrowed money or guaranty indebtedness for 
		

		

		

		 


		

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			borrowed money in excess of Five Hundred Million Dollars ($500,000,000) (including indebtedness of Guarantor incurred on or prior to the Commencement Date, but excluding (x) any indebtedness refinancing such indebtedness, and (y) for the avoidance of doubt, any capitalized rent or other capitalized obligations under this Lease), other than revolving credit facility borrowings of not more than $175,000,000 of at any time outstanding; or (ii) repurchase any outstanding equity securities of Guarantor held by any Carlyle Fund or any of their successors or assigns; (b) Guarantor and its Subsidiaries shall not incur additional Indebtedness for borrowed money not then existing as of the Effective Date, other than any Indebtedness permitted to be incurred pursuant to HCR Healthcare LLC’s credit facilities as in effect from time to time (including any refinancings or replacements thereof); and (c) Guarantor and its Subsidiaries shall not (i) sell, transfer, assign, encumber or convey any direct or indirect controlling interest in Guarantor or any Controlling Person, other than any Transfer described in clause (a) of the definition of Permitted Transfer, or (ii) other than in connection with the Additional Facility Purchase Transaction or the sale of any Sale Properties pursuant to and in compliance with the Cooperation Agreement, sell, transfer, assign, encumber or convey a majority interest in any material assets of Guarantor or any material Subsidiary of Guarantor, including, without limitation, Guarantor’s hospice business or the home healthcare business, in each case without the prior written consent of Lessor;  except to the extent the net after tax proceeds are actually applied to payment of obligations under HCR Healthcare, LLC’s credit facilities as in effect from time to time (including any refinancings or replacements thereof) or are actually applied to payment of the Deferred Rent Obligation,  which consent shall not be unreasonably conditioned, withheld or delayed.
		

		
			3.5.7  Until the Deferred Rent Obligation has been paid in full by Lessee to Lessor, and notwithstanding anything to the contrary contained in this Lease or the Guaranty, Guarantor and its Subsidiaries shall defer payment of the following: (a) any fees to the Carlyle Funds, any direct or indirect general partner of any Carlyle Fund, or Carlyle Investment Management, L.P. or their respective successors or assigns, and (b) (i) prior to the consummation of an initial public offering,  any fees to any directors of Guarantor or any successor of Guarantor for service in such capacity (other than normal and customary board service fees (as determined in the reasonable discretion of Guarantor) to those directors of Guarantor receiving board fees as of the Effective Date up to Five Hundred Thousand Dollars ($500,000) per annum, in the aggregate, in any calendar year with respect to fees to such directors receiving board fees as of the Effective Date), and (ii) following the consummation of an initial public offering,  any fees to any directors of Guarantor or any successor of Guarantor for service in such capacity in excess of reasonable and customary fees paid to directors of  public companies (as determined in the reasonable discretion of Guarantor).
		

		
			3.5.8  (a) Except as otherwise set forth in this paragraph below, Minimum Rent, the Tranche A Current Payment, and all payments attributable to the Deferred Rent Obligation (including any amounts attributable to the Tranche B Rental Factor) payable 
		

		

		

		 


		

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			hereunder are intended to constitute “fixed rent” (as such term is defined in Treasury Regulation § 1.467-1(h)(3)).  For purposes of Section 467 of the Internal Revenue Code, the rent attributable to the Minimum Rent, the Tranche A Current Payment, and all payments attributable to the Deferred Rent Obligation (including any amounts attributable to the Tranche B Rental Factor) shall be allocated as set forth on Schedule 2 to the Tenth Amendment.  Lessor and Lessee agree that, for income tax purposes, the Allocated Rent allocated pursuant to this Section 3.5.8 and Schedule 2 to the Tenth Amendment shall represent and be the amount of rent on account of the use of the Leased Property, for each calendar month of the Term.  It is the intention of the parties hereto that the allocation of rent as provided above constitutes a specific allocation of fixed rent within the meaning of Treasury Regulation § 1.467-1(c)(2)(ii)(A), with the effect that pursuant to Treasury Regulation §§ 1.467-1(d) and 1.467-2 the Lessor and Lessee, on any federal income tax returns filed by each of them (or on any return on which their income is included), shall accrue the amounts of rental income and rental expense, respectively, set forth in this Section 3.5.8 and in Schedule 2 to the Tenth Amendment; (b) upon the occurrence of any event described in Section 3.5.4 that results in a termination of this Lease, any amount of Tranche A Deferred Rent Obligation in excess of the balance of the related Section 467 Loan as described on Schedule 2 to the Tenth Amendment (whether such related Section 467 Loan is treated as being made from Lessor to Lessee or from Lessee to Lessor), plus, in the event there is a related Section 467 Loan from Lessee to Lessor, the balance of such Section 467 Loan from Lessee to Lessor, shall be treated as a payment for termination of this Lease; and (c) upon the occurrence of any event described in Section 3.5.4 or any repayment or prepayment described in Section 3.5.5 that, in either case, does not result in a termination of this Lease, any amount of Tranche A Deferred Rent Obligation in excess of the balance of a related Section 467 Loan as described on Schedule 2 to the Tenth Amendment (whether such related Section 467 Loan is treated as being made from Lessor to Lessee or from Lessee to Lessor) shall be treated as an additional rent payment which is paid and allocated at the time of payment.”
		

			
	
			
				 8.
			Impound Accounts Waiver Extension.  Section 4.4 of the Master Lease, Impound Accounts, is hereby modified and amended as follows: 




			
	
			
				 (a)
			The first sentence of Section 4.4.1 shall be amended to replace “Upon the occurrence” with “Beginning on May 1, 2016, upon the occurrence”.




			
	
			
				 (b)
			The first sentence of Section 4.4.2 shall be amended to replace “Upon the occurrence” with “Beginning on May 1, 2016, upon the occurrence”.




			
	
			
				 9.
			Renewal Terms.  The first sentence of Section 19.1(a) of the Master Lease, Renewal Terms, is hereby deleted in its entirety and replaced with the following:




		
			“Provided that no Event of Default, or event which, with notice or lapse of time or both, would constitute a monetary Event of Default, has occurred and is continuing, either at the date of exercise or upon the commencement of an Extended Term, then Lessee shall 
		

		

		

		 


		

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			have the right to renew this Lease (x) with respect to all (but not less than all) of, respectively, the Pool 1 Facilities, the Pool 2 Facilities, the Pool 3 Facilities and the Pool 4 Facilities then covered by this Lease, for the first Extended Terms for such Facilities set forth on Exhibit D attached hereto and (x) with respect to all (but not less than all) of, respectively, Pool 1 Sub-A Facilities, Pool 1 Sub-B Facilities, Pool 1 Sub-C Facilities, Pool 1 Sub-D Facilities, Pool 2 Sub-A Facilities, Pool 2 Sub-B Facility, Pool 2 Sub-C Facilities, Pool 2 Sub-D Facilities, Pool 2 Sub-E Facilities, Pool 3 Sub-A Facilities, Pool 3 Sub-B Facility, Pool 3 Sub-C Facilities, Pool 3 Sub-D Facilities, Pool 3 Sub-E Facilities, Pool 4 Sub-A Facilities, Pool 4 Sub-B Facility, Pool 4 Sub-C Facilities, Pool 4 Sub-D Facilities then covered by this Lease, for the second Extended Terms for such Facilities set forth on Exhibit D attached hereto.”
		

			
	
			
				 10.
			Reporting Requirements.  Section 25.1.2 of the Master Lease,  Statements, is hereby modified and amended (i) to delete the requirement that Lessee deliver annual and quarterly financial statements of Lessee to Lessor; provided that Lessee shall continue to be obligated to deliver annual and quarterly financial statements of Guarantor and its consolidated Subsidiaries to the extent provided in Section 25.1.2 of the Master Lease, and (ii) by inserting the following at the end of such Section:  




		
			“(j)Lessee shall provide Lessor with (i) annual facility level detailed projections; and (ii) to the extent the same have been provided to the Guarantor’s board of directors, the lenders (as a whole and in their capacity as such) under HCR Healthcare, LLC’s credit facilities or any rating agency, multi-year detailed projections by asset class into a consolidated financial model complete with income statement, balance sheet and statement of cash flows, including setting forth the key underlying assumptions related thereto on not less than an annual basis.”
		

			
	
			
				 11.
			Capital Addition Financing.  During the four (4) year period immediately following the Effective Date, Lessor shall, at Lessee’s request, provide to Lessee an amount not to exceed One Hundred Million Dollars ($100,000,000) in the aggregate to fund Capital Addition Costs approved by Lessor, in Lessor’s reasonable discretion, pursuant to Sections 10.1 and 10.2 of the Master Lease (“Capital Addition Financing”), provided,  however, that Lessor shall not be obligated to advance more than Fifty Million Dollars ($50,000,000) in Capital Addition Financing in any Lease Year.  In the event that Lessee elects to avail itself of such Capital Addition Financing, prior to disbursement or advance of any Capital Addition Financing, Lessee shall enter an amendment to the Master Lease, providing for (a) a customary disbursement mechanism of the proceeds of the Capital Addition Financing and (b) an increase in the Allocated Minimum Rent for the applicable Facility for which Capital Addition Costs will be funded with the Capital Addition Financing in an amount equal to the product of (x) the amount disbursed by Lessor on account of the Capital Addition Financing for such Facility times (y) at the time of any such disbursement, the greater of (A) seven and three quarters percent (7.75%) and (B) 500 basis points in excess of the then current 10-year Treasury Rate.  Lessee shall pay all reasonable out-of-pocket costs, fees and expenses (including reasonable attorneys’ fees and expenses) incurred by Lessor in connection with the review of the Capital Addition 




		

		

		 


		

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			Financing and with the preparation, negotiation and execution of all documents related thereto.  Such Capital Additional Financing shall be structured in a REIT tax compliant fashion.    
		

			
	
			
				 12.
			Purchase of Additional Facilities.  




			
	
			
				 (a)
			Subject to the satisfaction of the conditions set forth in Section 12(c),  Guarantor shall cause the owners (each, an “Additional Facility Owner” and collectively, the “Additional Facilities Owners”) of the nine (9) properties listed on Schedule 1 attached hereto (each, an “Additional Facility” and collectively, the “Additional Facilities”) to convey the Additional Facilities to Lessor or its Affiliates designated by Lessor (each, a “Grantee”), and Lessor or such Grantee will purchase each of the Additional Facilities from the applicable Additional Facility Owner (with respect to each Additional Facility, an “Additional Facilities Purchase Transaction”), subject to and in accordance with the terms of this Section 12;  it being agreed that the Additional Facility Purchase Transaction shall include all of the applicable Additional Facility Owner’s right, title and interest in the Personal Property at the Additional Facility, without any additional consideration therefor.  Unless otherwise agreed by Guarantor and Lessor, (i) the closing for each Additional Facilities Purchase Transaction (each, an “Additional Facilities Closing Date”), other than the closing of the purchase and sale of the Additional Facility located in Sterling Heights, Michigan, shall occur on the second Business Day following satisfaction or waiver of the conditions set forth in Section 12(c) with respect to such Additional Facility and (ii) the closing of the purchase and sale of the Additional Facility located in Sterling Heights, Michigan shall occur on the later of (A) the second Business Day following satisfaction or waiver of the conditions set forth in Section 12(c) with respect to such Additional Facility and (B) the second Business Day of the 2016 calendar year; provided,  however, that, if the Additional Facilities Closing Date for either of the Additional Facilities located in Lacey, Washington and Salmon Creek, Washington (each, an “Additional Washington Facility”) would otherwise occur prior to the second Business Day of the 2016 calendar year, at the option of Guarantor, Guarantor may delay the Additional Facilities Closing Date for such Additional Washington Facility until the second Business Day of the 2016 calendar year, which option may be exercised by Guarantor by providing written notice to Lessor on or before the date on which the Additional Facilities Closing Date for the applicable Additional Washington Facility would have otherwise occurred.




			
	
			
				 (b)
			Guarantor shall, at least twenty (20) days prior to the date of the applicable Additional Facilities Closing Date, cause the applicable Additional Facility Owner to provide to Lessor the following:  




			
	
			
				 (i)
			a pro forma owner’s title insurance policy (“Pro Forma”) showing fee title to each Additional Facility vested in the applicable Additional Facility Owner, or Grantee, in an amount reasonably acceptable to Lessor, subject to no financial encumbrances (other than tax liens not yet due and payable), and containing the following endorsements (in each case, where and if applicable):  owner’s comprehensive; same as survey; access and entry; separate tax parcel; location; street assessments; zoning; environmental protection lien; 




		

		

		 


		

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			subdivision; mechanic’s lien; deletion of arbitration; and other endorsements reasonably requested by Lessor;
		

			
	
			
				 (ii)
			copies of all underlying documents for any exceptions shown on the Pro Forma;




			
	
			
				 (iii)
			an ALTA survey which accurately depicts each Additional Facility, certified to Grantee (and such other parties as may be reasonably requested by Lessor) and an affidavit of no change to survey reasonably acceptable to the title company for the purpose of removing the standard survey exception and issuing any survey-related endorsements;




			
	
			
				 (iv)
			a Phase I environmental report of each Additional Facility (completed within the six (6) month period prior to the date of the Additional Facilities Closing Date) and any other environmental reports concerning each Additional Facility in Guarantor, Lessee, or the applicable Additional Facility Owner’s possession or control or reasonably available to Guarantor, Lessee or such Additional Facility Owner, in each case, which report(s) shall be certified to Grantee (or the consultant(s) preparing such reports shall issue a reliance letter establishing a relationship between such consultant and Grantee);




			
	
			
				 (v)
			if applicable and requested by Lessor, a property condition report for each Additional Facility;




			
	
			
				 (vi)
			if applicable and requested by Lessor, a zoning report for each Additional Facility (which shall include a zoning letter from the applicable municipal agency, provided that such agency issues such letters);




			
	
			
				 (vii)
			copies of all agreements and documents pursuant to which each Additional Facility Owner purchased, or has contracted to purchase, each Additional Facility; and




			
	
			
				 (viii)
			forms of any conveyance documents (e.g., deeds, bills of sale, etc.) and any other documents required to be executed by the applicable Additional Facility Owner or Grantee in connection with conveyance of each Additional Facility to Grantee (collectively, the “Conveyance Documents”).




			
	
			
				 (c)
			The closing of each Additional Facilities Purchase Transaction shall be conditioned on the following:




			
	
			
				 (i)
			Grantee’s receipt of an owner’s title policy in the form of the Pro Forma for the applicable Additional Facility (including all requested endorsements thereto in accordance with the terms hereof) approved by Lessor (“Owner’s Policy”);




			
	
			
				 (ii)
			delivery of original, executed (and acknowledged, if applicable) Conveyance Documents by the parties thereto with respect to the applicable Additional Facility; 




		

		

		 


		

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				 (iii)
			Lessee’s payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses, but excluding recording costs and transfer taxes due and payable in connection with the transfer of such Additional Facility addressed in clauses (iv) and (v) below) incurred by Lessor and Grantee in connection with such Additional Facilities Purchase Transaction and the preparation, negotiation and documentation of any documents or agreements in connection therewith,  each of which amounts shall constitute Additional Charges payable by Lessee under the Master Lease;




			
	
			
				 (iv)
			Lessee’s payment of one-half (1/2) of all recording costs,  transfer taxes and title insurance premiums due and payable in connection with the transfer of such Additional Facility;




			
	
			
				 (v)
			Lessor’s payment of one-half (1/2) of all recording costs,  transfer taxes and title insurance premiums due and payable in connection with the transfer of such Additional Facility, provided that the Minimum Rent shall be increased by an amount equal to six and nine tenths percent (6.9%) of the amount of such recording costs, transfer taxes and title insurance premiums paid by Lessor (subject to increase each year in accordance with Exhibit B to the Master Lease); and




			
	
			
				 (vi)
			all approvals, consents, permissions of, and all filings and notices to, any Governmental Authority required in connection with the purchase and sale of the applicable Additional Facility contemplated by this Section 12 shall have been obtained or made, as applicable.




			
	
			
				 (d)
			On each applicable Additional Facilities Closing Date, the parties will exchange duplicate original, executed counterparts of the Conveyance Documents and an addendum to the Master Lease in the form attached hereto as Exhibit C (the “Addendum”) with respect to the Applicable Additional Facility and Guarantor shall cause the original Owner’s Policy to be delivered to Grantee.




			
	
			
				 (e)
			The applicable purchase price for all of the Additional Facilities Purchase Transactions shall be Two Hundred Seventy Five Million Dollars ($275,000,000) in the aggregate (the “Additional Facilities Purchase Price”), as allocated to each Additional Facility as set forth on Schedule 1 attached hereto (based on Allocated Initial Investment).  The Additional Facility Purchase Price allocated to each Additional Facility shall be payable by Lessor on each Additional Facilities Closing Date in cash, by wire transfer of immediately available funds to an account of an escrow agent mutually acceptable to, and designated by, Lessee, Guarantor and Lessor (the “Escrow Agent”).  On such Additional Facilities Closing Date, Lessee, Lessor and Guarantor shall execute and deliver to the Escrow Agent joint written instructions instructing the Escrow Agent to pay the portion of the Additional Facilities Purchase Price paid by Lessor on such Additional Facilities Closing Date to Lessor as a pre-payment of the Tranche A Deferred Rent Obligation, which shall constitute such a prepayment of the Tranche A Deferred Rent Obligation in the amount of such payment. On each Additional Facilities Closing Date, the applicable Additional Facility Owner shall transfer the applicable Additional Facility to the 




		

		

		 


		

			11

		




 

		
		

		
			applicable Grantee free of any liens and encumbrances (other than tax liens not yet due and payable and encumbrances set forth on the Owner’s Policy) and such Additional Facility Owner shall execute all documents and take any actions reasonably necessary to evidence the transfer of such ownership and discharge any liens and encumbrances thereon (other than tax liens not yet due and payable and encumbrances set forth on the Owner’s Policy) and otherwise comply with Sections 12(c) and 12(d) above.  Additionally, promptly following Lessor’s written request therefor, Guarantor shall cause the applicable Additional Facility Owner to supply or cause to be supplied to Lessor all material documents and information pertaining to the operation of the applicable Additional Facilities as Lessor shall reasonably request including, without limitation, copies of the certificates of occupancy for each applicable Additional Facility, copies of all necessary permits, approvals, healthcare licenses and Medicare certifications necessary for the operation of each applicable Additional Facilities.
		

			
	
			
				 (f)
			Guarantor and Lessor shall use all commercially reasonable efforts to obtain all necessary consents and approvals of, and make any filings and notifications of, any Governmental Authority required to consummate each Additional Facilities Purchase Transaction on or prior to October 1, 2015.




			
	
			
				 (g)
			Upon the closing of each Additional Facilities Purchase Transaction on each Additional Facilities Closing Date, the Master Lease shall be automatically amended to add the applicable Additional Facility to Exhibit A-4 of the Master Lease as “Pool 4 Facilities” with the information as shown on Schedule 1 attached hereto, which shall be memorialized by the entering into of an Addendum in connection therewith.




			
	
			
				 (h)
			Lessor or its Affiliate may elect to purchase the Additional Facilities  from the Additional Facilities Owners through a 1031 Exchange (the “Additional Facilities 1031 Exchange”).  In the event that Lessor or its Affiliate shall so elect, Lessor or its Affiliate shall give written notice to Guarantor and any escrow holder of such election and the following shall apply: (i)  Lessor or its Affiliate may attempt to identify before the closing other property which qualifies as “like-kind” property for a 1031 Exchange (the “Target Property”) by giving written notice to Guarantor and any escrow holder and identifying to such escrow holder the Target Property prior to the applicable Additional Facilities Closing Date or (ii) if  Lessor or its Affiliate has not so identified the Target Property before the applicable Additional Facilities Closing Date, then Lessor or its Affiliate shall proceed with the closing unless Lessor or its Affiliate at its option enters into an exchange agreement with an accommodation party (“Accommodator”) in order to facilitate a non-simultaneous exchange.  If an Accommodator is so designated, Lessor or its Affiliate shall cause the Accommodator (A) to acquire title to the Additional Facilities from the Additional Facilities Owners at or before the applicable Additional Facilities Closing Date and (B) to transfer title in the applicable Additional Facilities to Lessor at the applicable closing for the applicable portion of the Additional Facilities Purchase Price.  Guarantor shall (at the sole cost and expense of Lessor) (i) reasonably cooperate with any such Additional Facilities 1031 Exchange, including but not limited to executing and delivering additional documents reasonably requested or approved by Lessor or its Affiliate and (ii) reasonably cooperate with Lessor in connection with the satisfaction of disclosure and reporting obligations of Lessor or its Affiliate 




		

		

		 


		

			12

		




 

		
		

		
			arising pursuant to applicable Legal Requirements;  provided,  however, that in the case of each of clause (i) and clause (ii), such cooperation does (a) not delay the applicable Additional Facilities Closing Date or (b) result in the Guarantor incurring additional costs (except to the extent reimbursed by Lessor) or assuming additional liabilities.
		

			
	
			
				 (i)
			Guarantor acknowledges that the sale of the Additional Facilities to Lessor as contemplated by this Section 12 and the addition of the applicable Additional Facilities to the Pool 4 Facilities as provided for herein is in the best interest of Guarantor and Guarantor, as the indirect parent entity of Lessee, expects to derive substantial benefit therefrom and has received fair and equivalent value therefor. 




			
	
			
				 (j)
			Unless otherwise agreed by Guarantor and Lessor, in the event that the purchase and sale of any of the Additional Facilities contemplated by this Section 12 has not been consummated on or prior to the first anniversary of the Effective Date, the obligations of the parties under this Section 12 with respect to such Additional Facility shall automatically terminate and be of no further force and effect and no party hereto shall have any further obligation or liability under this Section 12 with respect to such Additional Facility, other than with respect to any breach of this Section 12 occurring prior to such termination.




			
	
			
				 (k)
			Opco Subleases.




			
	
			
				 (i)
			The definition of Opco Subleases is hereby deleted in its entirety and replaced with the following in lieu thereof:




		
			“Opco Subleases:  Those existing operating subleases of an entire facility between Lessee and a wholly-owned Subsidiary of Lessee described on Schedule 4 hereto, and any sublease of an entire Additional Facility to an Additional Facility Owner or a Subsidiary of an Additional Facility Owner, each of which is pre-approved by Lessor subject to Lessee’s delivery to Lessor of (i) a fully executed Agreement Regarding Sublease in the form attached hereto as Exhibit H-1 and made a part hereof, with respect to each such sublease (provided that, for the purpose of any sublease with respect to the Additional Facilities, such Agreement Regarding Sublease shall not include Section 5 of Exhibit H-1 so long as such Additional Facility Owner, as subtenant under the Opco Sublease is not a Subsidiary of Lessee), and (ii) an amendment to, or modification or replacement of such operating sublease that in all material substance, conforms to the terms and provisions set forth in the form of Sublease attached hereto as Exhibit H-2 and made a part hereof.”
		

			
	
			
				 (ii)
			In the event that an Opco Sublease with respect to any Additional Facility is entered by Lessee with a wholly owned Additional Facility Owner or a Subsidiary of an Additional Facility Owner, the Master Lease shall be automatically amended to add the description of such operating sublease to Schedule 4 thereto, which shall be memorialized by the entering of an Addendum in connection therewith.




			
	
			
				 (iii)
			Notwithstanding anything to the contrary contained in the Master Lease and specifically for purposes of Exhibit H-1 of the Master Lease, all requirements that a 




		

		

		 


		

			13

		




 

		
		

		
			Sublessee be a wholly-owned subsidiary of Lessee and any representations with respect to the same shall instead also permit a Sublessee to be an Additional Facility Owner or a Subsidiary of an Additional Facility Owner.
		

			
	
			
				 (iv)
			Section 2(b) of Exhibit H-1 of the Master Lease shall be deleted in its entirety and replaced with the following in lieu thereof: 




		
			“(b) Subordination to Lease. Each Sublease (and the rights of Sublessee thereunder, including, without limitation, any options to extend granted therein) and any other documents, instruments or understandings between Lessee and Sublessee relative to any Sublease, any Subleased Premises and/or the operation thereof, shall be subject and subordinate to all of the terms and conditions of the Lease, including, without limitation, those governing proposed improvements, alterations, insurance, security interests in favor of Lessor granted by Lessee under the Lease (including, without limitation Section 16.9 thereof), casualty and Condemnation. Without limiting the foregoing, nothing contained herein shall (i) bind Lessor to any of the terms, conditions or covenants of any Sublease or (ii) be deemed Lessor's consent or agreement to any change or modification to the Lease. Each of Lessee and Sublessee acknowledges that (A) it has reviewed the Lease, (B) certain provisions of the Subleases are or may be in conflict with provisions of the Lease and that in the event of any conflict, as between Lessor and the other parties hereto, the terms of the Lease shall control, and (C) neither Lessor's acknowledgement to any Sublease nor this Agreement constitutes Lessor's acceptance of any modification of the Lease. Nothing contained in this Agreement shall constitute an express or implied waiver by Lessor of any rights or benefits that it is entitled to under the Lease. In addition, and without limiting the foregoing, each of Lessee and Sublessee further acknowledges and agrees that, except as provided in Section 2(c) below, Sublessee shall not have any right to occupy or otherwise use any Subleased Premises (or the Personal Property thereat) following the expiration of the Term of the Lease or any earlier termination of the Lease with respect to such Subleased Premises, including, without limitation, any termination by reason of (w) an Event of Default, (x) any damage or destruction, (y) a Condemnation, or (z) the mutual termination thereof by Lessee and Lessor.”
		

			
	
			
				 13.
			Reaffirmation of Guaranty.  By execution of this Amendment, Guarantor (a) reaffirms, ratifies and confirms all of the terms, covenants and conditions of the Guaranty and acknowledges that the Guaranteed Obligations (as defined in the Guaranty) remain in full force and effect; and that the Guaranteed Obligations shall include Lessee’s obligation to pay the Deferred Rent Obligation as provided in this Amendment, (b) agrees that its obligations thereunder are not released, diminished, impaired or reduced or otherwise adversely affected by this Amendment and agrees to be bound by the obligations and covenants of Guarantor provided in this Amendment.  All references in the Guaranty to “the Lease” shall mean the Master Lease, as amended by this Amendment and as the Master Lease may hereafter be amended or modified. 




		

		

		 


		

			14

		




 

		
		

		
			Guarantor covenants, represents, and warrants that (i) as of the date hereof, Guarantor has no defenses, offsets, or counterclaims to its undertakings, obligations, agreements, or indemnities contained in the Guaranty to the enforcement of Lessor’s rights and remedies thereunder or to the payment of any amounts that may become payable thereunder, (ii) the Guaranty, as hereby ratified and confirmed, is Guarantor’s legal, valid, and binding obligation, (iii) Guarantor has received and reviewed, and is satisfied with, all terms and conditions of this Amendment, (iv) Guarantor is the indirect parent entity of Lessee, and Guarantor continues to deem the granting, execution and delivery of the Master Lease, as amended hereby, to be in Guarantor’s best interest, and Guarantor expects to derive substantial benefit therefrom, and (v) there is no action or proceeding pending, or, to the best of Guarantor’s knowledge, threatened, against Guarantor before any court or administrative agency that may adversely affect Guarantor’s obligations under the Guaranty, as ratified and confirmed hereby.  
		

			
	
			
				 14.
			Cooperation Agreement.  By execution of this Amendment, Lessor and Lessee reaffirm and restate the terms and conditions of the Cooperation Agreement.  All terms and conditions of the Cooperation Agreement shall remain unchanged and continue in full force and effect.   




			
	
			
				 15.
			Costs and Expenses.  Notwithstanding anything contained in Section 42.2 of the Master Lease to the contrary, each party shall bear its own costs and expenses, including, without limitation, attorneys’ fees, expenses and disbursements, relating to the preparation and execution of this Amendment and related documents.  




			
	
			
				 16.
			Further Assurances.  The parties agree to promptly sign all documents reasonably requested to give effect to the provisions of this Amendment.




			
	
			
				 17.
			Full Force and Effect; Acknowledgement.   In the event of any inconsistencies between this Amendment and the Master Lease, the terms of this Amendment shall govern and control.  Except as  modified by this Amendment, all other terms and conditions of the Master Lease shall remain unchanged and continue in full force and effect and the parties hereby reaffirm the terms and conditions of the Master Lease, as modified by this Amendment.




			
	
			
				 18.
			Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD OF PRINCIPLES OR CONFLICTS OF LAW) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, EXCEPT THAT ALL PROVISIONS HEREOF RELATING TO THE CREATION OF THE LEASEHOLD ESTATE AND ALL REMEDIES SET FORTH IN ARTICLE XVI RELATING TO RECOVERY OF POSSESSION OF THE LEASED PROPERTY OF ANY FACILITY (SUCH AS AN ACTION FOR UNLAWFUL DETAINER OR OTHER SIMILAR ACTION) SHALL BE CONSTRUED AND ENFORCED ACCORDING TO, AND GOVERNED BY, THE LAWS OF THE STATE IN WHICH THE LEASED PROPERTY OF SUCH FACILITY IS LOCATED.




		

		

		 


		

			15

		




 

		
		

			
	
			
				 19.
			Counterparts; Facsimile or Electronically Transmitted Signatures. This Amendment may be executed in any number of counterparts, all of which shall constitute one and the same instrument.  Signatures transmitted by facsimile or other electronic means may be used in place of original signatures on this Amendment, and Lessor, Guarantor and Lessee each intend to be bound by the signatures on the document transmitted by facsimile or such other electronic means.




			
	
			
				 20.
			Severability.  If any term, condition or provision of this Amendment or the application thereof to any circumstance or party hereto shall be invalid or unenforceable to any extent, the remaining terms, conditions and provisions of this Amendment or the application thereof to any circumstance or party hereto, other than that held invalid or unenforceable, shall not be affected thereby and each remaining term, condition and provision of this Amendment shall be valid and enforceable to the fullest extent permitted by law.




			
	
			
				 21.
			Changes in Writing.  This Amendment may not be orally changed or terminated, nor any of its provisions waived, except by an agreement in writing signed by the party against whom enforcement of any changes, termination or waiver is sought.




			
	
			
				 22.
			Headings.  The captions contained herein are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of the Lease or this Amendment nor the intent of any provision thereof or hereof.




			
	
			
				 23.
			Authority.  Guarantor, Lessee and Lessor each hereby represents and warrants that it has full right, power and authority to enter into this Amendment and that the person executing this Agreement on behalf of Guarantor, Lessee and Lessor, respectively, is duly authorized to do so.




			
	
			
				 24.
			No Presumption.  This Amendment has been freely negotiated by the parties hereto and in any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Amendment or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Amendment or any portion thereof.




			
	
			
				 25.
			Entire Agreement.  The Master Lease, as amended by this Amendment (including any Exhibits and Schedules referred to therein or herein), the Guaranty and the Cooperation Agreement contain the entire agreement between the parties and all understandings and agreements previously made between the parties (and not referred to above) are merged herein with respect to the subject matter hereof, which, together with any contemporaneously executed agreements, alone fully and completely expresses their agreement.




			
	
			
				 26.
			Inducement.  In order to induce Lessor to enter into this Amendment, Guarantor and Lessee, jointly and severally, represent and warrant to Lessor that, subject to receipt of the approval of Governmental Authorities required in connection with the Additional Facilities Purchase Transaction, the execution and delivery of this Amendment and compliance with the provisions hereof (including the sale of the Additional Facilities to Grantee and the leaseback of 




		

		

		 


		

			16

		




 

		
		

		
			any Additional Facilities to Lessee as contemplated by any Addendum to be entered into in connection with any Additional Facilities Purchase Transaction) will not result in a material breach or violation of, or the acceleration of any material obligation under, any material agreement or instrument to which Guarantor, Lessee or their Subsidiaries is a counterparty or is bound.  In order to induce Lessee and Guarantor to enter into this Amendment, Lessor represents and warrants to Lessee and Guarantor that, subject to receipt of the approval of Governmental Authorities required in connection with the Additional Facilities Purchase Transaction, the execution and delivery of this Amendment and compliance with the provisions hereof (including the purchase of the Additional Facilities and the leaseback of any Additional Facilities to Lessee as contemplated by any Addendum to be entered into in connection with any Additional Facilities Purchase Transaction) will not result in a material breach or violation of, or the acceleration of any material obligation under, any material agreement or instrument to which Lessor or its Subsidiaries is a counterparty or is bound.
		

			
	
			
				 27.
			Confidentiality.  This Amendment shall be subject to the confidentiality provisions of Section 45.1.7 of the Master Lease and Section 45.1.7 of the Master Lease is hereby incorporated by reference herein mutatis mutandi.  




		
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			17

		




 

		IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						 

					
					
						“LESSOR”

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES, LP, a Delaware limited partnership

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:HCP I-B Properties, LLC, a Delaware limited liability company, its General Partner

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP WEST VIRGINIA PROPERTIES, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES OF ALEXANDRIA VA, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES OF ARLINGTON VA, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES OF MIDWEST CITY OK, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES OF OKLAHOMA CITY (NORTHWEST), LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES OF OKLAHOMA CITY (SOUTHWEST), LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES OF TULSA OK, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-ARDEN COURTS OF ANNANDALE VA, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-CHARLESTON OF HANAHAN SC, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-COLUMBIA SC, LLC, a Delaware limited liability company

				



		
			 
		

		
			[Signature Page to Tenth Amendment to Master Lease and Security Agreement]
		

		
			 
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-FAIR OAKS OF FAIRFAX VA, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-IMPERIAL OF RICHMOND VA, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-LEXINGTON SC, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-MEDICAL CARE CENTER-LYNCHBURG VA, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-OAKMONT EAST-GREENVILLE SC, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-OAKMONT OF UNION SC, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-OAKMONT WEST-GREENVILLE SC, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-STRATFORD HALL OF RICHMOND VA, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-WEST ASHLEY-CHARLESTON SC, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP MARYLAND PROPERTIES, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/  Paul Gallagher

				
	
					
						 

					
					
						Name:

					
					
						Paul Gallagher

				
	
					
						 

					
					
						Title:

					
					
						Executive Vice President

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			[Signature Page to Tenth Amendment to Master Lease and Security Agreement]
		

		
			 
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

		
			IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						“LESSEE”

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCR III HEALTHCARE, LLC, 

				
	
					
						 

					
					
						a Delaware limited liability company

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/  Paul A. Ormond

				
	
					
						 

					
					
						Name:

					
					
						Paul A. Ormond

				
	
					
						 

					
					
						Title:

					
					
						President

				



		
			 
		

		
			 
		

		
			[Signature Page to Tenth Amendment to Master Lease and Security Agreement]
		

		
			 
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

		
			IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						“GUARANTOR”

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCR MANORCARE, INC.,

				
	
					
						 

					
					
						a Delaware corporation

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/  Paul A. Ormond

				
	
					
						 

					
					
						Name:

					
					
						Paul A. Ormond

				
	
					
						 

					
					
						Title:

					
					
						President

				



		
			 
		

		
			 
		

		
			 [Signature Page to Tenth Amendment to Master Lease and Security Agreement]
		

		
			 
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

		
			EXHIBIT A-1
		

		
			 
		

		
			Replacement Exhibit A-1 to Master Lease
		

		
			 
		

		
			(see attached)
		

		
			 
		

		
			 
		

		
			 
		


		

		

		 


		

			 

		




 

		EXHIBIT A-1
		

		
			 
		

			
					
						Facility

					
					
						Facility Owner/ Lessor

					
					
						Facility Description

					
						and Primary Intended Use

					
					
						Initial

Monthly
Allocated
Minimum
Rent

					
					
						Allocated Initial
Investment

					
					
						Fixed Term

					
					
						1st 
Extended 
Term

					
					
						2nd 
Extended 
Term

					
					
						HCP ID

				
	
					
						Sub-A

				
	
					
						Manor Care of Pike Creek
5651 Limestone Road
Wilmington, DE 19808

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 167 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1657

				
	
					
						Arden Court of West Delray

					
						16150 Jog Road

					
						Delray Beach, FL 33446

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1658

				
	
					
						Arden Court of Sarasota 
5509 Swift Road 
Sarasota, FL 34231

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1659

				
	
					
						Manor Care of Venice
1450 East Venice Avenue
Venice, FL 34292

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 129 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1660

				
	
					
						Manor Care of Dunedin 
870 Patricia Avenue 
Dunedin, FL 34698

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1661

				
	
					
						HHCC Kendall

					
						9400 Southwest 137th Avenue Kendall, FL 33186

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care / assisted living facility consisting of 174 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1662

				
	
					
						HHCC Miami Lakes

					
						5725 Northwest 186th Street

					
						Hialeah, FL 33015

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1663

				
	
					
						Manor Care of West Palm Beach

					
						2300 Village Boulevard West Palm Beach, FL 33409

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1915

				
	
					
						Manor Care of Boynton Beach
3001 South Congress Avenue
Boynton Beach, FL 33426

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 180 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1916

				
	
					
						HHCC Ft. Myers 
1600 Matthew Drive 
Ft. Myers, FL 33907

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1664

				
	
					
						HHC & Rehab Ctr Boca
7225 Boca Del Mar Drive
Boca Raton, FL 33433

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1665

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Arden Court of Palos Heights
7880 West College Drive Palos
Heights, IL 60463

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1666

				
	
					
						Arden Court of Northbrook
3240 Milwaukee Avenue
Northbrook, IL 60062

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1667

				
	
					
						HHCC Henry

					
						1650 Indiantown Road

					
						Henry, IL 61537

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 94 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1668

				
	
					
						Manor Care of Potomac

					
						10714 Potomac Tennis Lane Potomac, MD 20854

					
					
						HCP Maryland Properties,
LLC

					
					
						Skilled nursing facility / long term care facility consisting of 158 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1669

				
	
					
						Oakland

					
						925 West South Boulevard

					
						Troy, MI 48085

					
						(this facility also includes additional property identified as assessor’s parcel number 88-2003-102-022 )

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1670

				
	
					
						MCHS Mountainside 
1180 Route 22

					
						Mountainside, NJ 07092

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 151 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1671

				
	
					
						Heartland of Marion 
400 Barks Road West 
Marion, OH 43302

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1672

				
	
					
						Heartland of Miamisburg

					
						450 Oak Ridge Boulevard Miamisburg, OH 45342

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility /assisted living facility consisting of 160 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1673

				
	
					
						Heartland of Bellefontaine 
221 North School Street 
Bellefontaine, OH 43311

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1674

				
	
					
						Heartland of Waterville 
8885 Browning Drive 
Waterville, OH 43566

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 141 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1675

				
	
					
						Arden Court of Parma 
9205 Sprague Road 
Parma, OH 44133

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 59 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1676

				
	
					
						Heartland of Centerville 1001 East Alex Bell Road Centerville, OH 45459

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 140 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1677

				
	
					
						Arden Court of Monroeville 120 Wyngate Drive Monroeville, PA 15146

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1678

				
	
					
						Arden Court of North Hills 1125 Perry Highway Pittsburgh, PA 15237

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1679

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Manor Care of Monroeville 885 MacBeth Drive Monroeville, PA 15146

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1680

				
	
					
						Manor Care of Bethel Park 60 Highland Road

					
						Bethel Park, PA 15102

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 160 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1681

				
	
					
						Arden Court of Susquehanna 2625 Ailanthus Lane Harrisburg, PA 17110

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 64 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1682

				
	
					
						Whitehall Borough 
505 Weyman Road 
Pittsburgh, PA 15236

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 150 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1683

				
	
					
						Arden Court of Austin 
11630 Four Iron Drive 
Austin, TX 78750

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1684

				
	
					
						Arden Court of Arlington 1501 Northeast Green Oaks Boulevard

					
						Arlington, TX 76006

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1685

				
	
					
						Manor Care of Gig Harbor

					
						3309 45th Street Court Northwest

					
						Gig Harbor, WA 98335

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1686

				
	
					
						MCHS Pewaukee

					
						N26W23977 Watertown Road Waukesha, WI 53188

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						17 years

					
					
						5 years

					
					
						1687

				
	
					
						Sub-B

				
	
					
						Manor Care of Sunnyvale 
1150 Tilton Drive 
Sunnyvale, CA 94087

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 140 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1629

				
	
					
						Arden Court of West Palm Beach

					
						2330 Village Boulevard West Palm Beach, FL 33409

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1630

				
	
					
						HHCC Jacksonville

					
						3648 University Boulevard South

					
						Jacksonville, FL 32216

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 117 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1631

				
	
					
						Manor Care of Marietta (GA) 4360 Johnson Ferry Place Marietta, GA 30068

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 117 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1632

				
	
					
						Arden Court South Holland 2045 East 170th Street South Holland, IL 60473

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1633

				
	
					
						Manor Care of South Holland 2145 East 170th Street South Holland, IL 60473

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 200 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1634

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Riverview Senior Living Community / HHCC-Riverview 500 Centennial Drive East Peoria, IL 61611

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility / assisted living facility consisting of 307 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1635

				
	
					
						Manor Care of Overland Park 5211 West 103rd Street Overland Park, KS 66207

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 248 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1636

				
	
					
						Manor Care of Towson

					
						509 East Joppa Road 
Towson, MD 21286

					
					
						HCP Maryland Properties,
LLC

					
					
						Skilled nursing facility / long term care facility consisting of 127 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1637

				
	
					
						Manor Care of Bethesda

					
						6530 Democracy Boulevard Bethesda, MD 20817

					
					
						HCP Maryland Properties,
LLC

					
					
						Skilled nursing facility / long term care facility consisting of 110 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1638

				
	
					
						Manor Care of Rossville

					
						6600 Ridge Road 
Rossville, MD 21237

					
					
						HCP Maryland Properties,
LLC

					
					
						Skilled nursing facility / long term care facility consisting of 172 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1639

				
	
					
						HHCC Plymouth Court 
105 Haggerty Road 
Plymouth, MI 48170

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 109 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1640

				
	
					
						HHCC Dorvin

					
						29270 Morlock Street 
Livonia, MI 48152

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 124 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1641

				
	
					
						HHCC Whitehall

					
						916 East Lewis Street 
Whitehall, MI 49461

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 125 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1642

				
	
					
						Heartland of Willow Lane 416 South High Street Butler, MO 64730

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 98 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1643

				
	
					
						Arden Court of Westlake 
28400 Center Ridge Road 
Westlake, OH 44145

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1644

				
	
					
						Manor Care of North Olmsted

					
						23225 Lorain Road

					
						North Olmsted, OH 44070

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 178 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1645

				
	
					
						Manor Care of Mayfield Heights

					
						6757 Mayfield Road Mayfield Heights, OH 44124

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 150 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1646

				
	
					
						Heartland of Springfield 
2615 Derr Road 
Springfield, OH 45503

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 126 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1647

				
	
					
						Heartland Beavercreek 1974 North Fairfield Road Dayton, OH 45432

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1648

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Arden Court of King of Prussia

					
						620 West Valley Forge Road King of Prussia, PA 19406

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1649

				
	
					
						Manor Care of Carlisle 
940 Walnut Bottom Road 
Carlisle, PA 17015

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 150 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1650

				
	
					
						Manor Care of Easton 
2600 Northampton Street 
Easton, PA 18045

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 227 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1651

				
	
					
						HHCC at Willowbrook

					
						13631 Ardfield Drive 
Houston, TX 77070

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care / assisted living facility consisting of 186 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1652

				
	
					
						MCHS South Ogden 
5540 South 1050 East 
South Ogden, UT 84405

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 140 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1653

				
	
					
						Arden Court of Fair Oaks

					
						12469 Lee Jackson Mem

					
						Highway

					
						Fairfax, VA 22033

					
					
						HCP Properties-Fair Oaks of
Fairfax VA, LLC

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1654

				
	
					
						Heartland of Clarksburg

					
						100 Parkway Drive 
Clarksburg, WV 26301

					
					
						HCP West Virginia
Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						12 years

					
					
						5 years

					
					
						1655

				
	
					
						Sub-C

				
	
					
						Manor Care of Decatur (GA) 2722 North Decatur Road Decatur, GA 30033

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 140 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1608

				
	
					
						Manor Care of Cedar Rapids 1940 1st Avenue Northeast Cedar Rapids, IA 52402

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 105 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1609

				
	
					
						Manor Care of Wilmette 
432 Poplar Drive 
Wilmette, IL 60091

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 80 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1610

				
	
					
						HHCC Galesburg 
280 East Losey Street 
Galesburg, IL 61401

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 84 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1611

				
	
					
						Manor Care of Indy South 8549 South Madison Avenue Indianapolis, IN 46227

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 140 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1612

				
	
					
						MCHS Kingsford

					
						1225 Woodward Avenue

					
						Kingsford, MI 49802

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 107 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1613

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						 

					
						 

					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Manor Care of Fargo

					
						1315 University Drive South

					
						Fargo, ND 58103

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 131 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1614

				
	
					
						MC Health Srvcs New

					
						Providence

					
						144 Gales Drive

					
						New Providence, NJ 07974

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 106 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1615

				
	
					
						Heartland of Eaton

					
						515 South Maple Street 
Eaton, OH 45320

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1616

				
	
					
						Manor Care of Northwest OKC

					
						5301 North Brookline Oklahoma City, OK 73112

					
					
						HCP Properties of 
Oklahoma City 
(Northwest), LLC

					
					
						Skilled nursing facility / long term care facility consisting of 132 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1617

				
	
					
						Manor Care of Tulsa

					
						2425 South Memorial Drive Tulsa, OK 74129

					
					
						HCP Properties of Tulsa OK,
LLC

					
					
						Skilled nursing facility / long term care facility consisting of 118 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1618

				
	
					
						Manor Care of West Reading SNF

					
						425 Buttonwood Street 
West Reading, PA 19611

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 176 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1619

				
	
					
						Manor Care South York 
200 Pauline Drive 
York, PA 17402

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 151 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1620

				
	
					
						Manor Care of Elizabethtown

					
						320 South Market Street Elizabethtown, PA 17022

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care / assisted living facility consisting of 99 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1621

				
	
					
						Manor Care of Kingston Court

					
						2400 Kingston Court

					
						York, PA 17402

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 151 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1622

				
	
					
						Oakmont West

					
						600 Sulphur Springs Road Greenville, SC 29617

					
					
						HCP Properties-Oakmont
West-Greenville SC, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 125 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1623

				
	
					
						Manor Care of Aberdeen 400 8th Avenue Northwest Aberdeen, SD 57401

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 99 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1624

				
	
					
						Manor Care of Sharpview

					
						7505 Bellerive

					
						Houston, TX 77036

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 134 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1625

				
	
					
						Manor Care of Green Bay West

					
						1760 Shawano Avenue 
Green Bay, WI 54303

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 105 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1626

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						 

					
						 

					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						MCHS Kenosha

					
						3100 Washington Road

					
						Kenosha, WI 53144

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 153 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1627

				
	
					
						Heartland of Martinsburg

					
						209 Clover Street 
Martinsburg, WV 25404

					
					
						HCP West Virginia
Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						9 years

					
					
						5 years

					
					
						1628

				
	
					
						Sub-D

				
	
					
						Heartland of Holland 
493 West 32nd Street 
Holland, MI 49423

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 103 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						5 years

					
					
						5 years

					
					
						1606

				
	
					
						MCHS Cherry Hill 
1412 Marlton Pike East 
Cherry Hill, NJ 08034

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 108 beds

					
					
						[***]

					
					
						[***]

					
					
						18 years

					
					
						5 years

					
					
						5 years

					
					
						1607

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		
			 
		

		
			 
		

		
			 
		


		

		

		 


		

			 

		




 

		EXHIBIT A-2
		

		
			 
		

		
			Replacement Exhibit A-2 to Master Lease
		

		
			 
		

		
			(see attached)
		

		
			 
		

		
			 
		

		
			 
		


		

		

		 


		

			 

		




 

		EXHIBIT A-2
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 Primary Intended Use

					
					
						
Allocated
Minimum
Rent

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Facility

					
					
						Facility Owner/ Lessor

					
					
						Facility Description

					
						and Primary Intended Use

					
					
						Initial

					
						Monthly
Allocated
Minimum
Rent

					
					
						Allocated Initial
Investment

					
					
						Fixed Term

					
					
						1st 
Extended
Term

					
					
						2nd
Extended
Term

					
					
						HCP ID

				
	
					
						Sub-A

				
	
					
						Arden Courts MCHS Avon
100 Fisher Drive
Avon, CT 06001

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 64 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1742

				
	
					
						Arden Court of Wilmington 
700 1/2 Foulk Road 
Wilmington, DE 19803

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1743

				
	
					
						Manor Care of Palm Harbor

					
						2851 Tampa Road 
Palm Harbor, FL 34684

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 180 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1744

				
	
					
						Manor Care of Boca Raton

					
						375 Northwest 51st Street 
Boca Raton, FL 33431

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 180 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1745

				
	
					
						Heartland of Tamarac

					
						5901 Northwest 79th Avenue
Tamarac, FL 33321

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care /assisted living facility consisting of 163 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1746

				
	
					
						HHCC-Boynton Beach

					
						3600 Old Boynton Road 
Boynton Beach, FL 33436

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1747

				
	
					
						HHCC Jacksonville
8495 Normandy Boulevard
Jacksonville, FL 32221

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1748

				
	
					
						HHCC Prosperity Oaks

					
						11375 Prosperity Farms Road Palm
Beach Gardens, FL 33410

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1749

				
	
					
						Hrtlnd Hlth Care & Rehab Ctr S
5401 Sawyer Road 
Sarasota, FL 34233

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 140 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1750

				
	
					
						HHCC Lauderhill

					
						2599 Northwest 55th Avenue
Lauder Hill, FL 33313

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 109 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1751

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Arden Court of Winter Springs
1057 Willa Springs Drive

					
						Winter Springs, FL 32708

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1752

				
	
					
						MCHS West Des Moines

					
						5010 Grand Ridge Drive 
West Des Moines, IA 50265

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1753

				
	
					
						MCHS Elk Grove Village SNF

					
						1920 Nerge Road

					
						Elk Grove Village, IL 60007

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 190 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1754

				
	
					
						HHCC Canton

					
						2081 North Main Street 
Canton, IL 61520

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 90 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1755

				
	
					
						HHCC Homewood

					
						940 Maple Avenue 
Homewood, IL 60430

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1756

				
	
					
						Manor Care of Silver Spring

					
						2501 Musgrove Road 
Silver Spring, MD 20904

					
					
						HCP Maryland Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 148 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1757

				
	
					
						Springhouse of Pikesville 
8911 Reisterstown Road 
Pikesville, MD 21208

					
					
						HCP Maryland Properties, LLC

					
					
						Assisted living facility consisting of 105 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1758

				
	
					
						Manor Care of W Bloomfield

					
						6950 Farmington Road 
West Bloomfield, MI 48322

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1759

				
	
					
						Arden Court of Livonia 
32500 Seven Mile Road 
Livonia, MI 48152

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1760

				
	
					
						Arden Courts MCHS West Orange

					
						510 Prospect Avenue

					
						West Orange, NJ 07052

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1761

				
	
					
						Parma

					
						9055 West Sprague Road 
Parma, OH 44133

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1762

				
	
					
						Arden Court of Anderson Twp 6870 Clough Pike Cincinnati, OH 45244

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1763

				
	
					
						Manor Care Huntingdon Valley

					
						3430 Huntingdon Pike Huntingdon Valley, PA 19006

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 130 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1764

				
	
					
						Manor Care of King of Prussia

					
						600 West Valley Forge Road 
King of Prussia, PA 19406

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 150 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1765

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						
Canonsburg, PA 15317

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Manor Care of McMurray

					
						113 West McMurray Road 
Canonsburg, PA 15317

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 140 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1766

				
	
					
						Manor Care of Imperial

					
						1719 Bellevue Avenue 
Richmond, VA 23227

					
					
						HCP Properties-Imperial of Richmond VA, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 128 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1767

				
	
					
						Manor Care of Lynnwood

					
						3701 188th Street, Southwest
Lynnwood, WA 98037

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 113 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1768

				
	
					
						Manor Care of Tacoma

					
						5601 South Orchard Street 
Tacoma, WA 98409

					
						(this facility also includes additional property identified as assessor’s parcel number 5855000423 )

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 124 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						16 years

					
					
						5 years

					
					
						1769

				
	
					
						Sub-B

				
	
					
						Manor Care of Walnut Creek

					
						1226 Rossmoor Parkway 
Walnut Creek, CA 94595

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 155 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						15 years

					
					
						5 years

					
					
						1741

				
	
					
						Sub-C

				
	
					
						Manor Care of Hemet

					
						1717 West Stetson Avenue 
Hemet, CA 92545

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 178 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1712

				
	
					
						Manor Care of Denver

					
						290 South Monaco Parkway 
Denver, CO 80224

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 160 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1713

				
	
					
						Arden Court of Palm Harbor

					
						2895 Tampa Road

					
						Palm Harbor, FL 34684

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1714

				
	
					
						Manor Care Oak Lawn East

					
						9401 South Kostner Avenue 
Oak Lawn, IL 60453

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 122 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1715

				
	
					
						MCHS Prestwick

					
						445 South County Road 525East
Avon, IN 46123

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 140 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1716

				
	
					
						Manor Care of Wichita

					
						7101 East 21st Street North 
Wichita, KS 67206

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 118 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1717

				
	
					
						MCHS Largo

					
						600 Largo Road

					
						Upper Marlboro, MD 20774

					
					
						HCP Maryland Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 130 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1718

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Arden Court of Sterling Hts
11095 East Fourteen Mile Road
Sterling Heights, MI 48312

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1719

				
	
					
						Fostrian AL

					
						640 Sunnyside Drive

					
						Flushing, MI 48433

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 40 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1720

				
	
					
						HHCC Fostrian

					
						540 Sunnyside Drive 
Flushing, MI 48433

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 118 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1721

				
	
					
						HHCC Georgian East

					
						21401 Mack Avenue 
Grosse Pointe, MI 48236

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 80 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1722

				
	
					
						Arden Courts MCHS Cherry Hill
2700 Chapel Avenue
West Cherry Hill, NJ 08002

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 54 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1723

				
	
					
						Heartland of Jackson

					
						8668 State Route 93 
Jackson, OH 45640

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1724

				
	
					
						Heartland of Indian Lake Rehab

					
						14442 U.S. Highway 33 
Lakeview, OH 43331

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 51 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1725

				
	
					
						Heartland of Bucyrus

					
						1170 West Mansfield Street 
Bucyrus, OH 44820

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 96 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1726

				
	
					
						Heartland of Kettering

					
						3313 Wilmington Pike 
Kettering, OH 45429

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1727

				
	
					
						Heartland of Marietta

					
						5001 State Route 60 
Marietta, OH 45750

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 101 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1728

				
	
					
						Heartland of Portsmouth

					
						20 Easter Drive 
Portsmouth, OH 45662

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 121 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1729

				
	
					
						Heartland of Piqua

					
						275 Kienle Drive 
Piqua, OH 45356

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1730

				
	
					
						Manor Care of Allentown

					
						1265 Cedar Crest Boulevard
Allentown, PA 18103

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 166 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1731

				
	
					
						Manor Care of Bethlehem 2021

					
						2021 Westgate Drive 
Bethlehem, PA 18017

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 227 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1732

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						
Chambersburg, PA 17201

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Manor Care of Chambersburg

					
						1070 Stouffer Avenue 
Chambersburg, PA 17201

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 210 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1733

				
	
					
						Manor Care of Jersey Shore

					
						1008 Thompson Street 
Jersey Shore, PA 17740

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1734

				
	
					
						Manor Care of Sunbury

					
						800 Court Street Circle 
Sunbury, PA 17801

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 126 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1735

				
	
					
						Manor Care of Camp Hill

					
						1700 Market Street 
Camp Hill, PA 17011

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care / assisted living facility consisting of 144 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1736

				
	
					
						Heartland of West Ashley

					
						1137 Sam Rittenberg Boulevard
Charleston, SC 29407

					
					
						HCP Properties-West Ashley- Charleston SC, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 99 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1737

				
	
					
						Oakmont East

					
						601 Sulphur Springs Road 
Greenville, SC 29617

					
					
						HCP Properties-Oakmont East- Greenville SC, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 132 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1738

				
	
					
						Heartland of Keyser

					
						135 Southern Drive 
Keyser, WV 26726

					
					
						HCP West Virginia Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 122 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						11 years

					
					
						5 years

					
					
						1739

				
	
					
						Sub-D

				
	
					
						Manor Care of Davenport

					
						815 East Locust Street 
Davenport, IA 52803

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 105 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1690

				
	
					
						HHCC-Normal

					
						510 Broadway 
Normal, IL 61761

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 116 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1691

				
	
					
						Manor Care of Rolling Meadows

					
						4225 Kirchoff Road 
Rolling Meadows, IL 60008

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 155 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1692

				
	
					
						HHCC Macomb

					
						8 Doctors Lane 
Macomb, IL 61455

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 80 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1693

				
	
					
						HHCC Moline

					
						833 Sixteenth Avenue 
Moline, IL 61265

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 149 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1694

				
	
					
						Manor Care of Wheaton

					
						11901 Georgia Avenue 
Wheaton, MD 20902

					
					
						HCP Maryland Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 94 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1695

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						
Chevy Chase, MD 20815

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Manor Care of Chevy Chase

					
						8700 Jones Mill Road 
Chevy Chase, MD 20815

					
					
						HCP Maryland Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 172 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1696

				
	
					
						HHCC Allen Park

					
						9150 Allen Road 
Allen Park, MI 48101

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 171 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1697

				
	
					
						HHCC Crestview

					
						625 36th Southwest 
Wyoming, MI 49509

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 92 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1698

				
	
					
						Heartland of Woodridge AL 
3801 Woodridge Boulevard 
Fairfield, OH 45014

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 184 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1699

				
	
					
						Heartland of Woodridge SNF

					
						3801 Woodridge Boulevard 
Fairfield, OH 45014

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 112 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1700

				
	
					
						Heartland of Centerburg

					
						212 Fairview Avenue 
Centerburg, OH 43011

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 82 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1701

				
	
					
						Manor Care of Midwest City

					
						2900 Parklawn Drive 
Midwest City, OK 73110

					
					
						HCP Properties of Midwest City OK, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 116 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1702

				
	
					
						Manor Care of Lancaster

					
						100 Abbeyville Road 
Lancaster, PA 17603

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 172 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1703

				
	
					
						Manor Care of Yeadon

					
						14 Lincoln Avenue 
Yeadon, PA 19050

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 198 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1704

				
	
					
						Twinbrook Medical Center

					
						3805 Field Street 
Erie, PA 16511

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1705

				
	
					
						Donahoe Manor

					
						136 Donahoe Manor Road 
Bedford, PA 15522

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 72 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1706

				
	
					
						Manor Care of Ft Worth NRH

					
						7625 Glenview Drive 
Fort Worth, TX 76180

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 163 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1707

				
	
					
						Manor Care of Ft Worth NW

					
						2129 Skyline Drive 
Fort Worth, TX 76114

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 104 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1708

				
	
					
						Manor Care of Webster

					
						750 West Texas Avenue 
Webster, TX 77598

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 113 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1709

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						
Alexandria, VA 22308

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						MCHS Alexandria

					
						1510 Collingwood Road 
Alexandria, VA 22308

					
					
						HCP Properties of Alexandria VA, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 96 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1710

				
	
					
						MCHS Platteville

					
						1300 North Water Street 
Platteville, WI 53818

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 99 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						8 years

					
					
						5 years

					
					
						1711

				
	
					
						Sub-E

				
	
					
						Manor Care of Anderson

					
						1345 North Madison Avenue 
Anderson, IN 46011

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 228 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						4 years

					
					
						5 years

					
					
						1688

				
	
					
						Heartland Fairfield

					
						7820 Pleasantville Road 
Pleasantville, OH 43148

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 150 beds

					
					
						[***]

					
					
						[***]

					
					
						19 years

					
					
						4 years

					
					
						5 years

					
					
						1689

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		
			 
		

		
			 
		


		

		

		 


		

			 

		




 

		EXHIBIT A-3
		

		
			 
		

		
			Replacement Exhibit A-3 to Master Lease
		

		
			 
		

		
			(see attached)
		

		
			 
		

		
			 
		

		
			 
		


		

		

		 


		

			 

		




 

		EXHIBIT A-3
		

		
			 
		

			
					
						Facility

					
					
						Facility Owner/ Lessor

					
					
						Facility Description

					
						and Primary Intended Use

					
					
						Initial

					
						 

					
						Monthly
Allocated
Minimum
Rent

					
					
						Allocated Initial
Investment

					
					
						Fixed Term

					
					
						1st 
Extended 
Term

					
					
						2nd 
Extended 
Term

					
					
						HCP ID

				
	
					
						Sub-A

				
	
					
						Arden Court of Seminole 
9300 Antilles Drive 
Seminole, FL 33776

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1824

				
	
					
						Manor Care of West Delray

					
						16200 Jog Road

					
						Delray Beach, FL 33446

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1825

				
	
					
						Arden Court of Lely Palms 6125 Rattlesnake Hammock Road

					
						Naples, FL 34113

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1826

				
	
					
						Manor Care of Sarasota

					
						5511 Swift Road 
Sarasota, FL 34231

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 178 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1827

				
	
					
						Heartland of Brooksville

					
						575 Lamar Avenue 
Brooksville, FL 34601

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1828

				
	
					
						Heartland of Zephyrhills

					
						38220 Henry Drive 
Zephyrhills, FL 33542

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1829

				
	
					
						Arden Court of Tampa 
14950 Casey Road 
Tampa, FL 33624

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1830

				
	
					
						Manor Care of Libertyville

					
						1500 South Milwaukee
Libertyville, IL 60048

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 150 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1831

				
	
					
						Manor Care of Palos Heights

					
						7850 West College Drive 
Palos Heights, IL 60463

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 174 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1832

				
	
					
						Arden Courts of Hazel Crest
3701 West 183rd Street
Hazel Crest, IL 60429

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 64 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1833

				
	
					
						HHCC Paxton

					
						1001 East Pells Street 
Paxton, IL 60957

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 106 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1834

				
	
					
						Arden Court of Louisville 
10451 Linn Station Road 
Louisville, KY 40223

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 64 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1835

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						MCHS-Woodbridge Valley

					
						1525 North Rolling Road
Catonsville, MD 21228

					
					
						HCP Maryland Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1836

				
	
					
						Arden Courts of Kensington
4301 Knowles Avenue
Kensington, MD 20895

					
					
						HCP Maryland Properties, LLC

					
					
						Assisted living facility consisting of 64 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1837

				
	
					
						Heartland of Canton

					
						7025 Lilley Road 
Canton, MI 48187

					
						(this facility also includes additional property identified as assessor’s parcel number 71042-0200197-301)

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1838

				
	
					
						HHCC Ann Arbor

					
						4701 East Huron River Drive
Ann Arbor, MI 48105

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 180 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1839

				
	
					
						Arden Court of Bingham Farms

					
						24005 West 13 Mile Road
Bingham Farms, MI 48025

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1840

				
	
					
						Arden Courts MCHS Whippany

					
						18 Eden Lane 
Whippany, NJ 07981

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1841

				
	
					
						Manor Care of Reno

					
						3101 Plumas Street 
Reno, NV 89509

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 189 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1842

				
	
					
						Arden Courts of Chagrin Falls

					
						8100 East Washington Street
Chagrin Falls, OH 44023

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1843

				
	
					
						Arden Courts of Bath

					
						171 North Cleveland  Massillon Road

					
						Akron, OH 44333

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1844

				
	
					
						Arden Court of Warminster
779 West County Line Road
Hatboro, PA 19040

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1845

				
	
					
						Manor Care of Yardley

					
						1480 Oxford Valley Road
Yardley, PA 19067

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 150 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1846

				
	
					
						Manor Care of Lansdale

					
						640 Bethlehem Pike
Montgomeryville, PA 18936

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 170 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1847

				
	
					
						Old Orchard Health Care Center

					
						4100 Freemansburg Avenue
Easton, PA 18045

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 180 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1848

				
	
					
						HHCC Charleston

					
						1800 Eagle Landing Boulevard
Hanahan, SC 29410

					
					
						HCP Properties-Charleston of Hanahan SC, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 135 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1849

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						HHCC Austin

					
						11406 Rustic Rock Drive 
Austin, TX 78750

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care / assisted living facility consisting of 180 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1850

				
	
					
						Arden Courts of Richardson
410 Buckingham Road
Richardson, TX 75081

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1851

				
	
					
						Manor Care of Fair Oaks

					
						12475 Lee Jackson Memorial
Highway
Fairfax, VA 22033

					
					
						HCP Properties-Fair Oaks of Fairfax VA, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 155 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1852

				
	
					
						Arden Court of Annandale

					
						7104 Braddock Road 
Annandale, VA 22003

					
					
						HCP Properties-Arden Courts of Annandale VA, LLC

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						14 years

					
					
						5 years

					
					
						1853

				
	
					
						Sub-B

				
	
					
						HCR-Manor Care Tice Valley

					
						1975 Tice Valley Boulevard
Walnut Creek, CA 94595

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						13 years

					
					
						5 years

					
					
						1656

				
	
					
						Sub-C

				
	
					
						Manor Care of Citrus Heights

					
						7807 Upland Way

					
						Citrus Heights, CA 95610

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 148 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1790

				
	
					
						Manor Care of Fountain Valley

					
						11680 Warner Avenue
Fountain Valley, CA 92708

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 151 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1791

				
	
					
						Manor Care of Boulder

					
						2800 Palo Parkway 
Boulder, CO 80301

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 150 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1792

				
	
					
						Manor Care of Wilmington

					
						700 Foulk Road 
Wilmington, DE 19803

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 138 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1793

				
	
					
						Arden Court of Largo

					
						300 Highland Avenue Northeast

					
						Largo, FL 33770

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1794

				
	
					
						Arden Ct of Elk Grove Village

					
						1940 Nerge Road

					
						Elk Grove Village, IL 60007

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1795

				
	
					
						HHCC-Champaign

					
						309 East Springfield Avenue
Champaign, IL 61820

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 102 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1796

				
	
					
						Arden Court of Potomac
10718 Potomac Tennis Lane
Potomac, MD 20854

					
					
						HCP Maryland Properties, LLC

					
					
						Assisted living facility consisting of 52 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1797

				
	
					
						Springhouse of Silver Spring

					
						2201 Colston Drive

					
						Silver Spring, MD 20910

					
					
						HCP Maryland Properties, LLC

					
					
						Assisted living facility consisting of 115 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1798

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						Manor Care of Ruxton

					
						7001 North Charles Street
Towson, MD 21204

					
					
						HCP Maryland Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 179 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1799

				
	
					
						HHCC University

					
						28550 Five Mile Road 
Livonia, MI 48154

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 172 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1800

				
	
					
						HHCC Kalamazoo

					
						3625 West Michigan Avenue
Kalamazoo, MI 49006

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 172 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1801

				
	
					
						HHCC Grand Rapids

					
						2320 East Beltline Southeast
Grand Rapids, MI 49546

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 198 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1802

				
	
					
						Manor Care of Pinehurst

					
						205 Rattlesnake Trail 
Pinehurst, NC 28374

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1803

				
	
					
						MCHS West Deptford

					
						550 Jessup Road 
Paulsboro, NJ 08066

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 156 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1804

				
	
					
						Manor Care of Barberton

					
						85 Third Street, Southeast
Barberton, OH 44203

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1805

				
	
					
						Heartland of Oregon

					
						3953 Navarre Avenue
Oregon, OH 43616

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 110 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1806

				
	
					
						Heartland of Madeira

					
						5970 Kenwood Road 
Madeira, OH 45243

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 165 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1807

				
	
					
						Manor Care of Akron

					
						1211 West Market Street 
Akron, OH 44313

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 117 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1808

				
	
					
						Heartland of Perrysburg

					
						10540 Fremont Pike 
Perrysburg, OH 43551

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 131 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1809

				
	
					
						Perrysburg Commons 
10542 Fremont Pike 
Perrysburg, OH 43551

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 115 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1810

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						Heartland of Chillicothe

					
						1058 Columbus Street
Chillicothe, OH 45601

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 101 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1811

				
	
					
						Heartland of Hillsboro

					
						1141 Northview Drive 
Hillsboro, OH 45133

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1812

				
	
					
						Heartland of Riverview

					
						7743 County Road 1 
South Point, OH 45680

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1813

				
	
					
						Arden Court of Yardley 
493 Stony Hill Road 
Yardley, PA 19067

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 52 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1814

				
	
					
						Manor Care of Lebanon

					
						900 Tuck Street 
Lebanon, PA 17042

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 159 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1815

				
	
					
						MCHS Pottsville

					
						420 Pulaski Drive 
Pottsville, PA 17901

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 179 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1816

				
	
					
						Manor Care of Williamsport N

					
						300 Leader Drive 
Williamsport, PA 17701

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 152 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1817

				
	
					
						Manor Care of Bethlehem 2029

					
						2029 Westgate Drive 
Bethlehem, PA 18017

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 217 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1818

				
	
					
						Manor Care of Sinking Spring

					
						3000 Windmill Road
Sinking Spring, PA 19608

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 214 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1819

				
	
					
						Sky Vue Terrace

					
						2170 Rhine Street 
Pittsburgh, PA 15212

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1820

				
	
					
						Manor Care of San Antonio N

					
						7703 Briaridge

					
						San Antonio, TX 78230

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 106 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1821

				
	
					
						Manor Care of Arlington

					
						550 South Carlin Springs Road
Arlington, VA 22204

					
					
						HCP Properties of Arlington VA, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 161 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1822

				
	
					
						Heartland of Preston County

					
						300 Miller Road 
Kingwood, WV 26537

					
					
						HCP West Virginia Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						9 years

					
					
						5 years

					
					
						1823

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						Sub-D

				
	
					
						HHCC - North Sarasota

					
						3250 12th Street 
Sarasota, FL 34237

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 87 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1772

				
	
					
						HHCC-Decatur

					
						444 West Harrison Avenue
Decatur, IL 62526

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 112 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1773

				
	
					
						Manor Care of Naperville

					
						200 Martin Avenue 
Naperville, IL 60540

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 118 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1774

				
	
					
						Manor Care of Kankakee

					
						900 West River Place 
Kankakee, IL 60901

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 107 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1775

				
	
					
						ManorCare of Dulaney

					
						111 West Road 
Towson, MD 21204

					
					
						HCP Maryland Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 139 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1776

				
	
					
						HHCC Adelphi

					
						1801 Metzerott Road 
Adelphi, MD 20783

					
					
						HCP Maryland Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 170 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1777

				
	
					
						HHCC Greenview

					
						1700 Leonard Street, Northeast
Grand Rapids, MI 49505

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 69 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1778

				
	
					
						HHCC Battle Creek

					
						200 Roosevelt Avenue East
Battle Creek, MI 49017

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 65 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1779

				
	
					
						HHCC Jackson

					
						434 West North Street 
Jackson, MI 49202

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1780

				
	
					
						HHCC Ionia

					
						814 East Lincoln Avenue 
Ionia, MI 48846

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1781

				
	
					
						Heartland Holly Glen

					
						4293 Monroe Street 
Toledo, OH 43606

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1782

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						Manor Care of Southwest OKC

					
						5600 South Walker Avenue
Oklahoma City, OK 73109

					
					
						HCP Properties of Oklahoma City (Southwest), LLC

					
					
						Skilled nursing facility / long term care facility consisting of 112 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1783

				
	
					
						Manor Care of Pottstown

					
						724 North Charlotte Street
Pottstown, PA 19464

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 165 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1784

				
	
					
						Heartland Health Care Ctr Pitt

					
						550 South Negley Avenue
Pittsburgh, PA 15232

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 224 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1785

				
	
					
						Heartland of Columbia

					
						2601 Forest Drive 
Columbia, SC 29204

					
					
						HCP Properties-Columbia SC, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 132 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1786

				
	
					
						Manor Care of Stratford Hall / Village at Stratford Hall 2125 Hilliard Road Richmond, VA 23228

					
					
						HCP Properties-Stratford Hall of Richmond VA, LLC

					
					
						Skilled nursing facility / long term care facility / assisted living facility consisting of 264 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1787

				
	
					
						MCHS Green Bay East

					
						600 South Webster Avenue
Green Bay, WI 54301

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 79 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1788

				
	
					
						Manor Care of Fond du Lac

					
						265 South National Avenue
Fond du Lac, WI 54935

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 108 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						6 years

					
					
						5 years

					
					
						1789

				
	
					
						Sub-E

				
	
					
						Manor Care of Elgin

					
						180 South State Street 
Elgin, IL 60123

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 88 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						2 years

					
					
						5 years

					
					
						1770

				
	
					
						Manor Care of Dallas

					
						3326 Burgoyne Street 
Dallas, TX 75233

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 204 beds

					
					
						[***]

					
					
						[***]

					
					
						21 years

					
					
						2 years

					
					
						5 years

					
					
						1771

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		
			 
		

		
			 
		


		

		

		 


		

			 

		




 

		EXHIBIT A-4
		

		
			 
		

		
			Replacement Exhibit A-4 to Master Lease
		

		
			 
		

		
			(see attached)
		

		
			 
		

		
			 
		

		
			 
		


		

		

		 


		

			 

		




 

		EXHIBIT A-4

		

			
					
						Facility

					
					
						Facility Owner/ 
Lessor

					
					
						Facility Description

					
						and Primary Intended Use

					
					
						Initial

					
						Monthly
Allocated
Minimum
Rent

					
					
						Allocated Initial
Investment

					
					
						Fixed 
Term

					
					
						1st 
Extended 
Term

					
					
						2nd 
Extended 
Term

					
					
						HCP ID

				
	
					
						Sub-A

				
	
					
						Arden Courts MCHS Hamden
153 Leeder Hill Drive
Hamden, CT 06517

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1912

				
	
					
						Manor Care of Naples

					
						3601 Lakewood Boulevard
Naples, FL 34112

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1913

				
	
					
						Manor Care of Carrollwood 3030 West Bearss Avenue
Tampa, FL 33618

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1914

				
	
					
						MCHS Plantation

					
						6931 West Sunrise Boulevard

					
						Plantation, FL 33313

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1917

				
	
					
						HHCC Orange Park 
570 Wells Road 
Orange Park, FL 32073

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1918

				
	
					
						Arden Court of Ft Myers 15950 McGregor Boulevard
Ft. Myers, FL 33908

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1919

				
	
					
						MCHS Ft Myers SNF 
13881 Eagle Ridge Drive 
Ft. Myers, FL 33912

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1920

				
	
					
						Manor Care Palos Heights West

					
						11860 Southwest Hwy 
Palos Heights, IL 60463

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 130 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1921

				
	
					
						Manor Care of Northbrook 3300
Milwaukee Avenue
Northbrook, IL 60062

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 158 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1922

				
	
					
						Manor Care of Westmont 
512 East Ogden Avenue 
Westmont, IL 60559

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 155 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1923

				
	
					
						Glen Ellyn

					
						2 South 706 Park Boulevard

					
						Glen Ellyn, IL 60137

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1924

				
	
					
						Arden Court of Geneva 
2388 Bricher Road 
Geneva, IL 60134

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1925

				
	
					
						Arden Court of Pikesville

					
						8909 Reisterstown Road 
Pikesville, MD 21208

					
					
						HCP Maryland Properties, LLC

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1926

				
	
					
						Manor Care of Roland Park

					
						4669 Falls Road 
Baltimore, MD 21209

					
					
						HCP Maryland Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1927

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						Arden Courts Towson

					
						8101 Bellona Avenue 
Towson, MD 21204

					
					
						HCP Maryland Properties, LLC

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1928

				
	
					
						HHCC Knollview

					
						1061 West Hackley Avenue Muskegon, MI 49441

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 107 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1929

				
	
					
						Arden Courts MCHS Wayne
800 Hamburg Turnpike
Wayne, NJ 07470

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1930

				
	
					
						Voorhees

					
						1086 Dumont Circle

					
						Voorhees, NJ 08043

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1931

				
	
					
						Arden Court of Kenwood
4580 East Galbraith Road
Kenwood, OH 45236

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 62 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1932

				
	
					
						Heartland of Mentor 
8200 Mentor Hills Drive 
Mentor, OH 44060

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 167 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1933

				
	
					
						Heartland of Marysville 
755 South Plum Street 
Marysville, OH 43040

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1934

				
	
					
						Manor Care of North Hills
1105 Perry Highway
Pittsburgh, PA 15237

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 200 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1935

				
	
					
						Manor Care of Greentree 
1848 Greentree Road 
Pittsburgh, PA 15220

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 180 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1936

				
	
					
						Linden Village (Lebanon) 
100 Tuck Court 
Lebanon, PA 17042

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 64 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1937

				
	
					
						Arden Court of San Antonio

					
						15290 Huebner Road

					
						San Antonio, TX 78231

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 64 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1938

				
	
					
						HHCC Bedford

					
						2001 Forest Ridge Drive 
Bedford, TX 76021

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care / assisted living facility consisting of 180 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						13 years

					
					
						5 years

					
					
						1939

				
	
					
						Sub-B

				
	
					
						Manor Care of Palm Desert 74350
Country Club Drive Palm Desert,
CA 92260

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 178 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1877

				
	
					
						Arden Courts MCHS
Farmington
45 South Road 
Farmington, CT 06032

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1878

				
	
					
						Springhouse of Lely Palms
1000 Lely Palms Drive
Naples, FL 34113

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 212 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1879

				
	
					
						Manor Care of Hinsdale 
600 West Ogden Avenue 
Hinsdale, IL 60521

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 202 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1880

				
	
					
						MCHS Summer Trace AL

					
						12999 North Pennsylvania Street Carmel, IN 46032

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 176 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1881

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						Manor Care of Summer Trace

					
						12999 North Pennsylvania Street Carmel, IN 46032

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 104 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1882

				
	
					
						Manor Care of Topeka

					
						2515 Southwest Wanamaker Road Topeka, KS 66614

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1883

				
	
					
						Christopher East Hlth Care Ctr
4200 Browns Lane Louisville,
KY 40220

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 178 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1884

				
	
					
						Arden Court of Silver Spring
2505 Musgrove Road Silver
Spring, MD 20904

					
					
						HCP Maryland Properties LLC

					
					
						Assisted living facility consisting of 52 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1885

				
	
					
						HHCC Dearborn Heights 
26001 Ford Road

					
						Dearborn Heights, MI 48127

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 151 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1886

				
	
					
						HHCC Georgian Bloomfield
2975 North Adams Road
Bloomfield Hills, MI 48304

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 199 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1887

				
	
					
						HHCC Briarwood

					
						3011 North Center Road

					
						Flint, MI 48506

					
						(this facility also includes additional property identified as assessor’s parcel numbers 41-04277-011, 41-04-277-090 and 4104-277-064 )

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 117 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1888

				
	
					
						HHCC Three Rivers 
517 South Erie Street 
Three Rivers, MI 49093

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1889

				
	
					
						HHCC Hampton

					
						800 Mulholland Street 
Bay City, MI 48708

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 51 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1890

				
	
					
						Heartland of Mt. Airy 
2250 Banning Road 
Cincinnati, OH 45239

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 151 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1891

				
	
					
						Manor Care of Willoughby
37603 Euclid Avenue
Willoughby, OH 44094

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 157 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1892

				
	
					
						ManorCare Euclid Beach 16101
Euclid Beach Boulevard Cleveland,
OH 44110

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 202 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1893

				
	
					
						Manor Care of Rocky River 4102
Rocky River Drive Cleveland,
OH 44135

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 210 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1894

				
	
					
						Manor Care of Belden Village
5005 Higbee Avenue, Northwest
Canton, OH 44718

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 147 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1895

				
	
					
						Heartland of Wauseon 
303 West Leggett Street 
Wauseon, OH 43567

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 53 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1896

				
	
					
						Heartland Lansing

					
						68222 Commercial Drive
Bridgeport, OH 43912

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1897

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						Arden Court of Allentown 
5151 Hamilton Boulevard 

					
						Allentown, PA 18106

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 56 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1898

				
	
					
						Manor Care of Dallastown

					
						100 West Queen Street 
Dallastown, PA 17313

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 202 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1899

				
	
					
						Manor Care of Kingston East

					
						200 Second Avenue 
Kingston, PA 18704

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 176 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1900

				
	
					
						Manor Care of Laureldale 
2125 Elizabeth Avenue 
Laureldale, PA 19605

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 198 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1901

				
	
					
						Manor Care of Williamsport S

					
						101 Leader Drive 
Williamsport, PA 17701

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 116 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1902

				
	
					
						Manor Care North York 
1770 Barley Road 
York, PA 17404

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 161 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1903

				
	
					
						Arden Court of Jefferson Hills
380 Wray Large Road Jefferson
Hills, PA 15025

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1904

				
	
					
						Heartland of Lexington

					
						2416 Sunset Boulevard West
Columbia, SC 29169

					
					
						HCP Properties-Lexington SC, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 132 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1905

				
	
					
						Oakmont of Union

					
						709 Rice Avenue 
Union, SC 29379

					
					
						HCP Properties- Oakmont of Union SC, LLC

					
					
						Skilled nursing facility / long term care / assisted living facility consisting of 128 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1906

				
	
					
						HHCC West Houston at Royal
Oak

					
						2939 Woodland Park Drive Houston, TX 77082

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 161 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1907

				
	
					
						Heartland of San Antonio

					
						1 Heartland Drive

					
						San Antonio, TX 78247

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 162 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1908

				
	
					
						Medical Care Center

					
						2200 Landover Place 
Lynchburg, VA 24501

					
					
						HCP Properties-Medical Care Center- Lynchburg VA, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 118 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1909

				
	
					
						Manor Care of Spokane 6025
North Assembly Street Spokane,
WA 99205

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 125 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1910

				
	
					
						Heartland of Rainelle

					
						606 Pennsylvania Avenue 
Rainelle, WV 25962

					
					
						HCP West Virginia Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 60 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						8 years

					
					
						5 years

					
					
						1911

				
	
					
						Sub-C

				
	
					
						Manor Care of Tucson 
3705 North Swan Road 
Tucson, AZ 85718

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 118 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1857

				
	
					
						Manor Care of Waterloo

					
						201 West Ridgeway Avenue Waterloo, IA 50701

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 97 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1858

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						Manor Care of Dubuque 
901 West Third Street 
Dubuque, IA 52001

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 99 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1859

				
	
					
						HHCC-Peoria

					
						5600 North Glen Elm Drive
Peoria, IL 61614

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 144 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1860

				
	
					
						Manor Care Oak Lawn West
6300 West 95th Street Oak
Lawn, IL 60453

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 192 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1861

				
	
					
						Springhouse of Bethesda

					
						4925 Battery Lane 
Bethesda, MD 20814

					
					
						HCP Maryland Properties, LLC

					
					
						Assisted living facility consisting of 98 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1862

				
	
					
						HHCC Hyattsville

					
						6500 Riggs Road 
Hyattsville, MD 20783

					
					
						HCP Maryland Properties, LLC

					
					
						Skilled nursing facility / long term care facility consisting of 160 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1863

				
	
					
						Manor Care of Springfield

					
						2915 South Fremont 
Springfield, MO 65804

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care / assisted living facility consisting of 234 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1864

				
	
					
						Manor Care of Florissant 
1200 Graham Road 
Florissant, MO 63031

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 98 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1865

				
	
					
						Manor Care of Minot 
600 South Main Street 
Minot, ND 58701

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 114 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1866

				
	
					
						Manor Care of Westerville 140
Old County Line Road
Westerville, OH 43081

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 180 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1867

				
	
					
						Heartland of Greenville 
243 Marion Drive 
Greenville, OH 45331

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 92 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1868

				
	
					
						Heartland of Urbana 
741 East Water Street 
Urbana, OH 43078

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1869

				
	
					
						The Village At Westerville NC
1060 Eastwind Drive
Westerville, OH 43081

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 130 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1870

				
	
					
						The Village At Westerville RC
215 Huber Village Boulevard
Westerville, OH 43081

					
					
						HCP Properties, LP

					
					
						Assisted living facility consisting of 125 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1871

				
	
					
						Manor Care of Devon 
235 Lancaster Avenue 
Devon, PA 19333

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care / assisted living facility consisting of 131 beds/150 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1872

				
	
					
						Hampton House

					
						1548 Sans Souci Parkway

					
						Hanover Township, PA 18706

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 104 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1873

				
	
					
						Shadyside Nurs. and Rehab Ctr
5609 Fifth Avenue Pittsburgh,
PA 15232

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 150 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1874

				
	
					
						Wallingford Nursing & Rehab
115 South Providence Road
Wallingford, PA 19086

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 207 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1875

				
	
					
						ManorCare Hlth Serv-Shawano
1436 South Lincoln Street
Shawano, WI 54166

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 100 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						5 years

					
					
						5 years

					
					
						1876

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						Sub-D

				
	
					
						HHCC Saginaw 
2901 Galaxy Drive 
Saginaw, MI 48601

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 103 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						1 years

					
					
						5 years

					
					
						1854

				
	
					
						Heartland Victorian Village 920
Thurber Drive - West Columbus,
OH 43215

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 148 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						1 years

					
					
						5 years

					
					
						1855

				
	
					
						Holiday Nursing Center

					
						280 Moffett Drive, Hwy 87N Center, TX 75935

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 137 beds

					
					
						[***]

					
					
						[***]

					
					
						22 years

					
					
						1 years

					
					
						5 years

					
					
						1856

				



		
			 
		

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

		
			the Securities and Exchange Commission.
		

		
			 
		

		
			 
		


		

		

		 


		

			 

		




 

		EXHIBIT B
		

		
			 
		

		
			Modification of Extension Term
		

		
			 
		

		
			Section 1(d) and (e) of Exhibit D to the Master Lease shall be deleted in its entirety and replaced with the following in lieu thereof: 
		

		
			 
		

		
			“(d)(1)  For each Pool 1 First Extended Term, Pool 2 First Extended Term, Pool 3 First Extended Term and Pool 4 First Extended Term, respectively, on the commencement thereof, Pool 1 Minimum Rent, Pool 2 Minimum Rent, Pool 3 Minimum Rent or Pool 4 Minimum Rent (as applicable) shall be reset in an amount equal to the greater of (i) the then Fair Market Rental for, as applicable, the Pool 1 Facilities, the Pool 2 Facilities, the Pool 3 Facilities or the Pool 4 Facilities, or (ii) the Pool 1 Minimum Rent, Pool 2 Minimum Rent, Pool 3 Minimum Rent or Pool 4 Minimum Rent (as applicable) for the immediately preceding Lease Year plus three percent (3.00%).”
		

		
			 
		

		
			(d)(2) For each Pool 1 Second Extended Term, Pool 2 Second Extended Term, Pool 3 Second Extended Term and Pool 4 Second Extended Term, respectively, on the commencement thereof, Pool 1 Minimum Rent, Pool 2 Minimum Rent, Pool 3 Minimum Rent or Pool 4 Minimum Rent (as applicable) shall be reset in an amount equal to the greater of (i) the then Fair Market Rental for, as applicable, the Pool 1 Facilities, the Pool 2 Facilities, the Pool 3 Facilities or the Pool 4 Facilities, or (ii) the Pool 1 Minimum Rent, Pool 2 Minimum Rent, Pool 3 Minimum Rent or Pool 4 Minimum Rent (as applicable) for the immediately preceding Lease Year plus three percent (3.00%).”
		

		
			 
		

		
			(e) Commencing upon the expiration of each Lease Year during each Pool 1 Extended Term, Pool 2 Extended Term, Pool 3 Extended Term and Pool 4 Extended Term, respectively (other than the last Lease Year of each of the Pool 1 First Extended Term, Pool 2 First Extended Term, Pool 3 First  Extended Term and Pool 4 First Extended Term), the Pool 1 Minimum Rent, Pool 2 Minimum Rent, Pool 3 Minimum Rent or Pool 4 Minimum Rent (as applicable) shall increase by a percentage equal to the greater of (i) three percent (3%) or (ii) the CPI Increase.
		

		
			 
		

		
			Section 2 of Exhibit D to the Master Lease is hereby deleted in its entirety and replaced with the following:
		

		
			 
		

		
			“2.  Extended Terms
		

		
			 
		

		
			Subject in all respects to the provisions of Section 19.1 of this Lease and the Tenth Amendment and all other applicable terms of this Lease, Lessee shall be entitled to the renewal options with respect to the Facilities as follows: 
		

		
			 
		

		
			(i) with respect to the Pool 1 Sub-A Facilities: (A) one (1) seventeen -year renewal term (the “Pool 1 Sub-A First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 1 Sub-A Second 
		

		
			Exhibit B - 1
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

		
			Extended Term” together with the Pool 1 Sub-A First Extended Term, collectively, the “Pool 1 Sub-A Extended Term”);
		

		
			(ii) with respect to the Pool 1 Sub-B Facilities: (A) one (1) twelve -year renewal term (the “Pool 1 Sub-B First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 1 Sub-B Second Extended Term” together with the Pool 1 Sub-B First Extended Term, collectively, the “Pool 1 Sub-B Extended Term”);
		

		
			(iii) with respect to the Pool 1 Sub-C Facilities: (A) one (1) nine-year renewal term (the “Pool 1 Sub-C First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 1 Sub-C Second Extended Term” and together with the Pool 1 Sub-C First Extended Term, collectively, the “Pool 1 Sub-C Extended Term”); 
		

		
			(iv) with respect to the Pool 1 Sub-D Facilities: (A) one (1) five-year renewal term (the “Pool 1 Sub-D First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 1 Sub-D Second Extended Term” and together with the Pool 1 Sub-D First Extended Term, collectively, the “Pool 1 Sub-D Extended Term”);
		

		
			(v) with respect to the Pool 2 Sub-A Facilities: (A) one (1) sixteen-year renewal term (the “Pool 2 Sub-A First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 2 Sub-A Second Extended Term” and together with the Pool 2 Sub-A First Extended Term, collectively, the “Pool 2 Sub-A Extended Term”);
		

		
			(vi) with respect to the Pool 2 Sub-B Facility: (A) one (1) fifteen-year renewal term (the “Pool 2 Sub-B First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 2 Sub-B Second Extended Term” and together with the Pool 2 Sub-B First Extended Term, collectively, the “Pool 2 Sub-B Extended Term”);
		

		
			(vii) with respect to the Pool 2 Sub-C Facilities: (A) one (1) eleven-year renewal term (the “ Pool 2 Sub-C First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 2 Sub-C Second Extended Term” and together with the Pool 2 Sub-C First Extended Term, collectively, the “Pool 2 Sub-C Extended Term”);
		

		
			(viii) with respect to the Pool 2 Sub-D Facilities: (A) one (1) eight-year renewal term (the “Pool 2 Sub-D First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 2 Sub-D Second Extended Term” and together with the Pool 2 Sub-D First Extended Term, collectively, the “Pool 2 Sub-D Extended Term”);
		

		
			Exhibit B - 2
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

		
			(ix) with respect to the Pool 2 Sub-E Facilities: (A) one (1) four-year renewal term (the “Pool 2 Sub-E First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 2 Sub-E Second Extended Term” and  together with the Pool 2 Sub-E First Extended Term, collectively, the “Pool 2 Sub-E Extended Term”);
		

		
			(x) with respect to the Pool 3 Sub-A Facilities: (A) one (1) fourteen-year renewal term (the “Pool 3 Sub-A First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 3 Sub-A Second Extended Term” and together with the Pool 3 Sub-A First Extended Term, collectively, the “Pool 3 Sub-A Extended Term”);
		

		
			(xi) with respect to the Pool 3 Sub-B Facility: (A) one (1) thirteen-year renewal term (the “Pool 3 Sub-B First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 3 Sub-B Second Extended Term” and together with the Pool 3 Sub-B First Extended Term, collectively, the “Pool 3 Sub-B Extended Term”); 
		

		
			(xii) with respect to the Pool 3 Sub-C Facilities: (A) one (1) nine-year renewal term (the “Pool 3 Sub-C First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 3 Sub-C Second Extended Term” and together with the Pool 3 Sub-C First Extended Term, collectively, the “Pool 3 Sub-C Extended Term”);
		

		
			(xiii) with respect to the Pool 3 Sub-D Facilities: (A) one (1) six-year renewal term (the “Pool 3 Sub-D First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 3 Sub-D Second Extended Term” and together with the Pool 3 Sub-D First Extended Term, collectively, the “Pool 3 Sub-D Extended Term”);
		

		
			(xiv) with respect to the Pool 3 Sub-E Facilities: (A) one (1) two-year renewal term (the “Pool 3 Sub-E First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 3 Sub-E Second Extended Term” and together with the Pool 3 Sub-E First Extended Term, collectively, the “Pool 3 Sub-E Extended Term”);
		

		
			(xv) with respect to the Pool 4 Sub-A Facilities: (A) one (1) thirteen-year renewal term (the “ Pool 4 Sub-A First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 4 Sub-A Second Extended Term” and together with the Pool 4 Sub-A First Extended Term, collectively, the “Pool 4 Sub-A Extended Term”);
		

		
			(xvi) with respect to the Pool 4 Sub-B Facilities: (A) one (1) eight-year renewal term (the “Pool 4 Sub-B First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 4 Sub-B Second 
		

		
			Exhibit B - 3
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

		
			Extended Term” and together with the Pool 4 Sub-B First Extended Term, collectively, the “Pool 4 Sub-B Extended Term”);
		

		
			(xvii) with respect to the Pool 4 Sub-C Facilities: (A) one (1) five-year renewal term (the “Pool 4 Sub-C First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 4 Sub-C Second Extended Term” and together with the Pool 4 Sub-C First Extended Term, collectively, the “Pool 4 Sub-C Extended Term”); and
		

		
			(xviii) with respect to the Pool 4 Sub-D Facilities: (A) one (1) one-year renewal term (the “Pool 4 Sub-D First Extended Term”) and (B) if the Term therefor has been extended as provided in clause (A), one (1) five-year renewal term (the “Pool 4 Sub-D Second Extended Term” and together with the Pool 4 Sub-D First Extended Term, collectively, the “Pool 4 Sub-D Extended Term”).”
		

		
			For purposes hereof:
		

		
			(i) The Pool 1 Sub-A Second Extended Term, the Pool 1 Sub-B Second Extended Term, the Pool 1 Sub-C Second Extended Term and the Pool 1 Sub-D Second Extended Term are collectively referred to as the “Pool 1 Second Extended Term”;
		

		
			(ii) The Pool 2 Sub-A Second Extended Term, the Pool 2 Sub-B Second Extended Term, the Pool 2 Sub-C Second Extended Term, the Pool 2 Sub-D Second Extended Term and the Pool 2 Sub-E Second Extended Term are collectively referred to as the “Pool 2 Second Extended Term”;
		

		
			(iii) The Pool 3 Sub-A Second Extended Term, the Pool 3 Sub-B Second Extended Term, the Pool 3 Sub-C Second Extended Term, the Pool 3 Sub-D Second Extended Term and the Pool 3 Sub-E Second Extended Term are collectively referred to as the “Pool 3 Second Extended Term”; and 
		

		
			(iv) The Pool 4 Sub-A Second Extended Term, the Pool 4 Sub-B Second Extended Term, the Pool 4 Sub-C Second Extended Term and the Pool 4 Sub-D Second Extended Term are collectively referred to as the “Pool 4 Second Extended Term”.
		

		
			Exhibit B - 4
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

		
			EXHIBIT C
		

		
			 
		

		
			Form of Addendum
		

		
			[Addendum #__]
		

		
			ADDENDUM #__ TO MASTER LEASE AND SECURITY AGREEMENT
		

		
			This ADDENDUM #__ TO MASTER LEASE AND SECURITY AGREEMENT (this “Addendum”) is made and entered into as of _________ __, 20__, by and between the parties signatory hereto, as lessors (collectively, “Lessor”) and HCR III Healthcare, LLC, as lessee (“Lessee”).
		

		
			RECITALS
		

		
			A.Lessor is the current “Lessor” and Lessee is the current “Lessee” pursuant to that certain Master Lease and Security Agreement dated as of April 7, 2011 (as the same may have been amended, restated or otherwise modified prior to the date hereof, the “Master Lease”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Master Lease.
		

		
			B.Lessee’s obligations under the Master Lease are guaranteed by HCR ManorCare, Inc., a Delaware corporation, successor in interest to HCR ManorCare, LLC, a Delaware limited liability company, pursuant to that certain Guaranty of Obligations dated as of April 7, 2011 (as the same may heretofore have been or may hereafter be further amended, modified or reaffirmed from time to time in accordance with the terms thereof, the “Guaranty”).
		

		
			C.Pursuant to Section 12 of that certain Tenth Amendment to Master Lease and Security Agreement, dated as of March 29, 2015 (the “Tenth Amendment”), by and among Lessor, Lessee and Guarantor, Lessor, Lessee and Guarantor desire to add the real property more particularly described on Exhibit A attached hereto (the “Additional Facility”) to the Leased Property under the Master Lease.
		

		
			AGREEMENT
		

		
			NOW THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as follows:
		

		
			1.Lessee’s Representations and Warranties.  Lessee hereby represents and warrants to Lessor that the Additional Facilities Owners have delivered to Lessor the materials and documentation required pursuant to Section 12 of the Tenth Amendment and that, to Lessee’s knowledge, (i) all such materials and documentation were true, correct and complete at the time delivered and (ii) there have been no changes affecting any such materials or documentation or any information disclosed thereby, that 
		

		
			Exhibit C - 1
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

		
			would interfere with or materially adversely affect the consummation of the transactions contemplated hereby, that have not been previously disclosed by Lessee or Guarantor to Lessor in writing.
		

		
			2.Additional Facility. The Master Lease is hereby amended to modify the “Pool 4 Facilities” to add the Additional Facility thereto and Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, as part of the Leased Property, all of Lessor’s right, title and interest in and to the Additional Facility, including any improvements currently and to be located thereon, subject to all of the terms, conditions and provisions of the Master Lease, as it is hereby, and may be hereafter, amended, supplemented, restated or otherwise modified.
		

		
			3.Opco Sublease:  Schedule 4 to the Master Lease is hereby amended to add the following operating sublease thereto:  [____________________].
		

		
			4.Effect of Addendum. All references in the Master Lease to “this Lease” shall be deemed to be references to the Master Lease as amended hereby.
		

		
			5.Full Force and Effect; Acknowledgement. The Master Lease, as hereby amended, shall remain and continue in full force and effect.
		

		
			6.Counterparts; Facsimile or Electronically Transmitted Signatures. This Addendum may be executed in any number of counterparts, all of which shall constitute one and the same instrument. Signatures transmitted by facsimile or other electronic means may be used in place of original signatures on this Addendum, and Lessor and Lessee both intend to be bound by the signatures on the document transmitted by facsimile or such other electronic means.
		

		
			[NO FURTHER TEXT ON THIS PAGE]
		

		
			 
		

		
			Exhibit C - 2
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

		
			IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed as of the day and year first written above.
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						 

					
					
						“LESSOR”

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES, LP, a Delaware limited partnership

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:HCP I-B Properties, LLC, a Delaware limited liability company, its General Partner

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP WEST VIRGINIA PROPERTIES, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES OF ALEXANDRIA VA, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES OF ARLINGTON VA, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES OF MIDWEST CITY OK, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES OF OKLAHOMA CITY (NORTHWEST), LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES OF OKLAHOMA CITY (SOUTHWEST), LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES OF TULSA OK, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-ARDEN COURTS OF ANNANDALE VA, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-CHARLESTON OF HANAHAN SC, LLC, a Delaware limited liability company

				



		
			 
		

		
			Exhibit C - S-1
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

			
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-COLUMBIA SC, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-FAIR OAKS OF FAIRFAX VA, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-IMPERIAL OF RICHMOND VA, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-LEXINGTON SC, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-MEDICAL CARE CENTER-LYNCHBURG VA, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-OAKMONT EAST-GREENVILLE SC, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-OAKMONT OF UNION SC, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-OAKMONT WEST-GREENVILLE SC, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-STRATFORD HALL OF RICHMOND VA, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP PROPERTIES-WEST ASHLEY-CHARLESTON SC, LLC, a Delaware limited liability company

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			Exhibit C - S-2
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						HCP MARYLAND PROPERTIES, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						 

				
	
					
						 

					
					
						Name:

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			Exhibit C - S-3
		

		

		

		 


		

			 

		




 


		

			 

		




		
		

		
			IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed as of the day and year first written above.
		

		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						“LESSEE”

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						HCR III HEALTHCARE, LLC, a Delaware limited liability company

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						 

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			Exhibit C - S-4
		

		

		

		 


		

			 

		




 


		

			 

		




		 
		

		
			[Addendum #__]
		

		
			CONSENT, REAFFIRMATION AND AGREEMENT OF GUARANTOR
		

		
			Guarantor hereby (i) reaffirms all of its obligations under the Guaranty, (ii) consents to the foregoing Addendum and (iii) agrees that its obligations under the Guaranty shall extend to Lessee’s duties, covenants and obligations pursuant to the Master Lease, as amended or modified pursuant to the foregoing Addendum.
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						HCR MANORCARE, INC., a Delaware corporation

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						 

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			Exhibit C – Consent, Reaffirmation and Agreement
		


		

		

		 


		

			 

		




 

		EXHIBIT A

Legal Description of Additional Property

		

		

		

		 


		

			 

		




 


		

			 

		




		
		

		
			SCHEDULE 1
		

		
			 
		

		
			Additional Facilities
		

		
			 
		

		
			(see attached)
		

		
			 
		

		
			 
		

		
			 
		


		

		

		 


		

			 

		




 

		Additional Facilities
		

		
			 
		

			
					
						Facility

					
					
						Facility Owner/ Lessor

					
					
						Facility Description

					
						and Primary Intended Use

					
					
						Initial

					
						 

					
						Monthly

					
						Allocated 
Minimum

					
						Rent(1)

					
					
						Allocated Initial Investment

					
					
						Fixed Term

					
					
						1st Extended

					
						Term

					
					
						2nd Extended

					
						Term

					
					
						HCP ID

				
	
					
						To be included in Pool 4

				
	
					
						MCNRC Winter Park

					
						2075 Loch Lomond Dr 
Winter Park, FL 32792

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 138 beds

					
					
						[***]

					
					
						[***]

					
					
						Coterminus 
with 
Pool 4 
Facilities

					
					
						13 years

					
					
						5 years

					
					
						TBD

				
	
					
						MCHS Washington Twn

					
						378 Fries Mill Road 
Sewell, NJ 08080

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						Coterminus 
with 
Pool 4 
Facilities

					
					
						13 years

					
					
						5 years

					
					
						TBD

				
	
					
						MCHS Wingfield Hills

					
						2350 Wingfield Hills Road 
Sparks, NV 89436

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						Coterminus 
with 
Pool 4 
Facilities

					
					
						13 years

					
					
						5 years

					
					
						TBD

				
	
					
						MCHS Utica Ridge

					
						3800 Commerce Blvd. 
Davenport, IA 52807

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						Coterminus 
with 
Pool 4 
Facilities

					
					
						13 years

					
					
						5 years

					
					
						TBD

				
	
					
						MCHS Salmon Creek

					
						2811 N.E. 139th Street 
Vancouver, WA 98686

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						Coterminus 
with 
Pool 4 
Facilities

					
					
						13 years

					
					
						5 years

					
					
						TBD

				
	
					
						MCHS Lacey

					
						4524 Intelco Loop SE 
Lacey, WA 98503

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						Coterminus 
with 
Pool 4 
Facilities

					
					
						13 years

					
					
						5 years

					
					
						TBD

				
	
					
						MCHS Sterling Heights

					
						38200 Schoenherr Road 
Sterling Heights, MI 48312

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						Coterminus 
with 
Pool 4 
Facilities

					
					
						13 years

					
					
						5 years

					
					
						TBD

				
	
					
						Heartland of Dublin

					
						4075 W. Dublin-Granville
Road Dublin, OH 43017

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						Coterminus 
with 
Pool 4 
Facilities

					
					
						13 years

					
					
						5 years

					
					
						TBD

				
	
					
						Heartland of Twinsburb

					
						8551 Darrow Road 
Twinsburg, OH 44087

					
					
						HCP Properties, LP

					
					
						Skilled nursing facility / long term care facility consisting of 120 beds

					
					
						[***]

					
					
						[***]

					
					
						Coterminus 
with 
Pool 4 
Facilities

					
					
						13 years

					
					
						5 years

					
					
						TBD

				



		
			 
		


			
	
			
				 (1)
			

			
	
			
			If the closing for any Additional Facility does not occur before April 1, 2016, then the Initial Monthly Allocated Minimum Rent for such Additional Facility will be increased by three percent (3%).




		
			 
		

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

		
			the Securities and Exchange Commission.
		

		
			 
		

		
			 
		


		

		

		 


		

			 

		




 

		SCHEDULE 2
		

		
			 
		

		
			Deferred Rent Obligation Allocation
		

		
			 
		

		
			[***]
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

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