Exhibit








Exhibit 10.2


AMENDMENT NO. 3 TO MASTER LEASE AND SECURITY AGREEMENT
(May 2019 Sale of OH/IN Facilities)




THIS AMENDMENT NO. 3 TO MASTER LEASE AND SECURITY AGREEMENT (hereinafter, this “Amendment”) is to be effective as of May 1, 2019 (the “Amendment Date”), by and between each of the signatories hereto identified as Landlord (individually and collectively, “Landlord”), and each of the signatories hereto identified as Tenant (individually and collectively, “Tenant”).
RECITALS
A.Landlord and Tenant are parties to that certain Master Lease and Security Agreement dated as of April 26, 2018, as amended by that certain Amendment No. 1 to Master Lease and Security Agreement effective as of September 1, 2018 and that certain Amendment No. 2 to Master Lease and Security Agreement dated as of April 22, 2019 (as the same has been amended and as it may be hereafter amended, amended and restated, supplemented, replaced or extended from time to time, the “Master Lease”), pursuant to which, among other things, Tenant leases from Landlord the Facilities identified on Exhibit A attached hereto (the “Subject Facilities”), each as more fully identified in the Lease; and


B.Each Landlord identified on Exhibit A hereto, each of whom leases to each Tenant identified on Exhibit A hereto a portion of the Subject Facilities, has entered into a Purchase and Sale Agreement dated March 28, 2019, as amended by that certain First Amendment to Purchase and Sale Agreement dated April 10, 2019 (as so amended, and as may be further amended, modified, supplemented or replaced, the “PSA”), to sell the Subject Facilities to a third party buyer (“Buyer”) pursuant to a closing to occur on May 1, 2019 (the “Closing Date”); and 


C.On the Closing Date, Tenant will cease to operate the Subject Facilities and will transition the operation of each of the Subject Facilities to the Buyer or its designee pursuant to the terms of that certain Operations Transfer Agreement between Tenant and Buyer dated as of May 1, 2019; and 


D.Upon the closing of the transactions contemplated by the PSA and the OTA, the Subject Facilities shall be removed from the Master Lease and deleted from the definition of “Premises” thereunder pursuant to the terms of the Master Lease including, but not limited to, Section 7.4.12 and Exhibit L thereof; and


E.Landlord and Tenant wish to amend the Master Lease to, among other things, reduce the Minimum Rent as of the Closing Date pursuant to the terms of Exhibit L of the Master Lease, all as set forth herein.  


      NOW, THEREFORE, in consideration of the foregoing Recitals, which by this reference are incorporated herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
1.Capitalized Terms.  All capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Master Lease. 

















2.Amendments to Master Lease.  


2.1.    Removal of Subject Facilities.  Effective as of the Amendment Date, Landlord and Tenant: (a) agree and consent to the removal of the Subject Facilities from the Master Lease pursuant to the terms of the OTA, PSA and Section 7.4.12 of the Master Lease, and (b) agree and acknowledge that the Subject Facilities are deleted from the definition of “Premises” thereunder pursuant to the terms of Section 7.4.12 of the Master Lease.  


2.2.    Reduction in Minimum Rent. From and after the Closing Date, and without further action of the parties, (i) the annual Minimum Rent under the Master Lease as of the Closing Date shall be decreased by $1,476,420.00 (being the aggregate Sale Facility Rent Reduction for the Subject Facilities), resulting in total annual Minimum Rent immediately following such reduction of $162,552,117.00, and (ii) $790,791.00 of Minimum Rent previously allocated to the Subject Facilities shall be re-allocated to the remaining Facilities in accordance with the terms of Exhibit L of the Master Lease


2.3.    Reduction in Security Deposit. Subject to the reconciliation set forth in Section 2.4 below, the parties acknowledge and agree that as of the Amendment Date, Landlord has refunded Tenant $374,168.00 of the Security Deposit (as defined in the Brookdale Guaranty), which amount represents the proportionate share of the Security Deposit attributable to the Subject Facilities.  


2.4.    Reconciliation.  Within thirty (30) days after the Amendment Date, representatives of Landlord and Tenant shall, in good faith, finalize any required corrections or modifications to the reduction in the Security Deposit amounts set forth in Section 2.3 above, to be determined in accordance with the provisions of the Brookdale Guaranty (the “Final Reduction Amount”).  Throughout the 30-day period leading up to the Final Reduction Amount, each party shall cooperate with the other party in good faith in connection with the preparation and finalization of the Final Reduction Amount.  After approval of the Final Reduction Amount by both parties, the party determined to owe cash or other consideration to the other party, as applicable, as a result of such Final Reduction Amount shall promptly pay such cash to the other party, by wire transfer of immediately available funds or otherwise remit such consideration to the other party (including a reduction of any letter of credit, as applicable) and the parties shall enter into a written instrument to memorialize the Final Reduction Amount if different than the amount set forth above. 


3.Miscellaneous.


3.1.    Integrated Agreement; Modifications; Waivers.  This Amendment, and the Master Lease as amended hereby, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior representations, understandings and agreements, whether written or oral, with respect to such subject matter.  Each of the parties hereto acknowledges that it has not relied upon, in entering into this Amendment, any representation, warranty, promise or condition not specifically set forth in this Amendment.  


3.2.    Sealed Writing.  The parties acknowledge and agree that the Master Lease, as amended by this Amendment, is intended to be a sealed instrument and to comply with Virginia Code Sections 55-2 and 11-3, and shall be interpreted as if the words “this deed of Lease” were included in the body of the Master Lease.


3.3.    Effect of Amendment.  Except as expressly modified in this Amendment, the Master Lease shall remain in full force and effect and is expressly ratified and confirmed by the parties hereto, and Tenant shall lease the Facilities (as modified by this Amendment) from Landlord on the terms 











set forth in the Master Lease (as modified by this Amendment).  In the event of any inconsistencies between the terms of this Amendment and any terms of the Master Lease with respect to the subject matter hereof, the terms of this Amendment shall control.


3.4.    Counterparts.  This Amendment may be executed and delivered (including by facsimile or Portable Document Format (pdf) transmission) in counterparts, all of which executed counterparts shall together constitute a single document. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document. Any such facsimile documents and signatures shall have the same force and effect as manually-signed originals and shall be binding on the parties hereto.


[Signature Pages to Follow]














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

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


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



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


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



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


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






ACKNOWLEDGEMENT


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


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


IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Brentwood, Tennessee, this 30th day of April, 2019. 




(SEAL)                        /s/ Carla Lockridge                
Notary Public


Print Name:    Carla Lockridge            
My commission expires: 19 April 2020        
Acting in the County of: Williamson        















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


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



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


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



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


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




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



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


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



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


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



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


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


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





















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


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


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



	BLC-BROOKDALE PLACE OF SAN MARCOS, L.P., a Delaware limited partnership


By:       BLC-Brookdale Place of San Marcos, LLC, a
Delaware limited liability company, its general
partner


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



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


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



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


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



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


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



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


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

















	
	
	







BLC-BRENDENWOOD, LLC, a Delaware limited liability company


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



	BLC-CHATFIELD, LLC, a Delaware limited liability company


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



	BROOKDALE LIVING COMMUNITIES OF FLORIDA, INC. a Delaware corporation 


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



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


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



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


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



	SW ASSISTED LIVING, LLC, a Delaware limited liability company


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



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


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

















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


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



	SUMMERVILLE 5 LLC, a Delaware limited liability company


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



	SUMMERVILLE 4 LLC, a Delaware limited liability company


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



	SUMMERVILLE 14 LLC, a Delaware limited liability company


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



	SUMMERVILLE 15 LLC, a Delaware limited liability company


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



	SUMMERVILLE 16 LLC, a Delaware limited liability company


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



	SUMMERVILLE 17 LLC, a Delaware limited liability company


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

















	
	
	SUMMERVILLE AT RIDGEWOOD GARDENS LLC, a Delaware limited liability company


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



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


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






ACKNOWLEDGEMENT


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


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


IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Brentwood, Tennessee, this 30th day of April, 2019. 




(SEAL)                        /s/ Carla Lockridge                
Notary Public


Print Name:    Carla Lockridge            
My commission expires: 19 April 2020        
Acting in the County of: Williamson        


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


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



	ALS LEASING, INC., a Delaware corporation 


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



















ACKNOWLEDGEMENT


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


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


IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Brentwood, Tennessee, this 30th day of April, 2019. 




(SEAL)                        /s/ Carla Lockridge                
Notary Public


Print Name:    Carla Lockridge            
My commission expires: 19 April 2020        
Acting in the County of: Williamson        















	
	
	ASSISTED LIVING PROPERTIES, INC., a Kansas corporation 


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




















	
	
	LANDLORD:

	VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership


By: Ventas, Inc., a Delaware corporation, its general partner


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








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


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






ACKNOWLEDGEMENT


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


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


IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Chicago, Illinois, this 29th day of April, 2019. 




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


Print Name:    Theresa M. Kwasinski        
My commission expires: 8/5/2022        
Acting in the County of: Cook            















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


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



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


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



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


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



















ACKNOWLEDGEMENT


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


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


IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Chicago, Illinois, this 29th day of April, 2019. 




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


Print Name:    Theresa M. Kwasinski        
My commission expires: 8/5/2022        
Acting in the County of: Cook            




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


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



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


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

















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


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



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


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



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


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



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


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



	 















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


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



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


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



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


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



	 















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


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



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


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



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


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



	 















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


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



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


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



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


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



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


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



















	
	
	NATIONWIDE HEALTH PROPERTIES, LLC, a Delaware limited liability company


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






ACKNOWLEDGEMENT


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


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


IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Chicago, Illinois, this 29th day of April, 2019. 




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


Print Name:    Theresa M. Kwasinski        
My commission expires: 8/5/2022        
Acting in the County of: Cook            













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


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



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


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



	MLD PROPERTIES, INC., a Delaware corporation


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



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


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



















ACKNOWLEDGEMENT


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


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


IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Chicago, Illinois, this 29th day of April, 2019. 




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


Print Name:    Theresa M. Kwasinski        
My commission expires: 8/5/2022        
Acting in the County of: Cook            










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


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



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


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



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


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

















	
	
	NHP MCCLAIN, LLC, a Delaware limited liability company


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






ACKNOWLEDGEMENT


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


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


IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Chicago, Illinois, this 29th day of April, 2019. 




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


Print Name:    Theresa M. Kwasinski        
My commission expires: 8/5/2022        
Acting in the County of: Cook            















	
	
	VENTAS FAIRWOOD, LLC, a Delaware limited liability company


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



	VENTAS FRAMINGHAM, LLC, a Delaware limited liability company


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



	VENTAS WHITEHALL ESTATES, LLC, a Delaware limited liability company


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



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


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




















CONSENT AND REAFFIRMATION OF GUARANTOR 
THIS CONSENT AND REAFFIRMATION OF GUARANTOR (this “Reaffirmation”) is entered into concurrently with and is attached to and hereby made a part of Amendment No. 3 to Lease dated as of April 30, 2019 (the “Lease Amendment”) between Landlord and Tenant (both, as defined therein).
BROOKDALE SENIOR LIVING INC., a Delaware corporation (“Guarantor”) executed and delivered that certain Guaranty dated as of April 26, 2018 (the “Guaranty”), pursuant to which Guarantor guarantied for the benefit of Landlord, the obligations of Tenant under the Lease.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Guarantor hereby acknowledges, reaffirms and agrees:
1.Capitalized terms used but not defined in this Reaffirmation shall have the same meanings for purposes of this Reaffirmation as provided in or for purposes of the Lease Amendment.


2.Guarantor hereby (i) acknowledges and consents to the Lease Amendment, (ii) reaffirms its obligations under the Guaranty with respect to the Lease as amended by the Lease Amendment, and (iii) confirms that the Guaranty remains in full force and effect. 


3.Although Guarantor has been informed of the terms of the Lease Amendment, Guarantor understands and agrees that Landlord has no duty to so notify it or to seek this or any future acknowledgment, consent or reaffirmation, and nothing contained herein shall create or imply any such duty as to any transactions, past or future.


Guarantor has executed this Consent and Reaffirmation of Guarantor effective as of the Amendment Date.
GUARANTOR:
BROOKDALE SENIOR LIVING INC.,
a Delaware corporation


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
















Exhibit A
Subject Properties
	
				
	Subject Facility
	Address
	Landlord
	Tenant

	Marion (IN)
	2452 West Kem Road, Marion, IN, 46952
	PSLT-ALS Properties I, LLC
	ALS Properties Tenant I, LLC

	Marion (OH)
	308 Barks Road East, Marion, OH, 43302
	JER/NHP Senior Living Acquisition, LLC
	Assisted Living Properties, Inc.

	Castleton
	8480 Craig Street, Indianapolis, IN, 46250
	PSLT-BLC Properties Holdings, LLC
	BLC-The Berkshire of Castleton, L.P.

	Evansville
	6521 Greendale Drive, Evansville, IN, 47711
	PSLT-ALS Properties III, LLC
	ALS Properties Tenant I, LLC

	Portage
	3444 Swanson Road, Portage, IN, 46368
	PSLT-ALS Properties I, LLC
	ALS Properties Tenant I, LLC