Exhibit 10.1.6


 




FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AND SECURITY AGREEMENT AND AMENDMENT TO GUARANTY


THIS FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AND SECURITY AGREEMENT AND AMENDMENT TO GUARANTY (this "Amendment") is made as of November 18, 2016, but effective as of November 1, 2016 (the "Effective Date"), by and among (i) HCP AUR1 California A Pack, LLC, a Delaware limited liability company, HCP EMOH, LLC, a Delaware limited liability company, HCP Hazel Creek, LLC, a Delaware limited liability company, HCP MA2 California, LP, a Delaware limited partnership, HCP MA2 Massachusetts, LP, a Delaware limited partnership, HCP MA2 Ohio, LP, a Delaware limited partnership, HCP MA2 Oklahoma, LP, a Delaware limited partnership, HCP MA3 California, LP, a Delaware limited partnership, HCP MA3 South Carolina, LP, a Delaware limited partnership, HCP MA3 Washington LP, a Delaware limited partnership, HCP Partners, LP, a Delaware limited partnership, HCP Senior Housing Properties Trust, a Delaware statutory trust, HCP SH ELP1 Properties, LLC, a Delaware limited liability company, HCP SH ELP2 Properties, LLC, a Delaware limited liability company, HCP SH ELP3 Properties, LLC, a Delaware limited liability company, HCP SH Lassen House, LLC, a Delaware limited liability company, HCP SH Mountain Laurel, LLC, a Delaware limited liability company, HCP SH Mountain View, LLC, a Delaware limited liability company, HCP SH River Valley Landing, LLC, a Delaware limited liability company, HCP SH Sellwood Landing, LLC, a Delaware limited liability company, HCP ST1 Colorado, LP, a Delaware limited partnership, HCP, Inc., a Maryland corporation, HCPI Trust, a Maryland real estate investment trust, Westminster HCP, LLC, a Delaware limited liability company, HCP Springtree, LLC, a Delaware limited liability company, HCP Ocoee, LLC, a Delaware limited liability company, HCP Port Orange, LLC, a Delaware limited liability company, HCP Beckett Lake, LLC, a Delaware limited liability company, HCP St. Augustine, LLC, a Delaware limited liability company, HCP Carrollwood, LLC, a Delaware limited liability company, HCP Oviedo, LLC, a Delaware limited liability company, HCP Wekiwa Springs, LLC, a Delaware limited liability company, HCP Oak Park, LLC, a Delaware limited liability company, HCP Cy-Fair, LLC, a Delaware limited liability company, HCP Friendswood, LLC, a Delaware limited liability company, HCP Irving, LLC, a Delaware limited liability company, and HCP Emfin Properties, LLC, a Delaware limited liability company (collectively, as their interests may appear, "Lessor"), (ii) Emeritus Corporation, a Washington corporation, Summerville at Hazel Creek, LLC, a Delaware limited liability company, Summerville at Prince William, Inc., a Delaware corporation, LH Assisted Living, LLC, a Delaware limited liability company, Summerville at Hillsborough, L.L.C., a New Jersey limited liability company, Summerville at Ocoee, Inc., a Delaware corporation, Summerville at Port Orange, Inc., a Delaware corporation, Summerville at Stafford, L.L.C., a New Jersey limited liability company, Summerville at Voorhees, L.L.C., a New Jersey limited liability company, Summerville at Westminster, Inc., a Maryland corporation, Summerville at Cy-Fair Associates, L.P., a Delaware limited partnership, Summerville at Friendswood Associates, L.P., a Delaware limited partnership, Summerville at St. Augustine, LLC, a Delaware limited liability company, Summerville at Irving Associates, L.P., a Delaware limited partnership, Summerville at Chestnut Hill, LLC, a Delaware limited liability company, Summerville 9, LLC, a Delaware limited liability company, Summerville at Carrollwood, LLC, a Delaware limited liability company, Summerville at Fox Run, LLC, a Delaware limited liability company, Summerville at Wekiwa Springs, LLC, a Delaware limited liability company, Summerville at Oak Park LLC, a Delaware limited liability company, The Estates of Oak Ridge
















LLC, a Delaware limited liability company, and Summerville at Oviedo LLC, a Delaware limited liability company (collectively, jointly and severally, "Lessee"), and (iii) Brookdale Senior Living Inc., a Delaware corporation ("Guarantor"), with respect to the following:


RECITALS


A.          Lessor, as "Lessor", and Lessee, as "Lessee", are parties to that certain Amended and Restated Master Lease and Security Agreement dated as of August 29, 2014 (the "Original Lease"), as amended by that certain First Amendment to Amended and Restated Master Lease and Security Agreement and Option Exercise Notice dated as of December 29, 2014 (the "First Amendment"), that certain Second Amendment to Amended and Restated Master Lease and Security Agreement dated as of January 1, 2015 (the "Second Amendment"), that certain Third Amendment to Amended and Restated Master Lease and Security Agreement dated as of May 1, 2015 (the "Third Amendment") and that certain Fourth Amendment to Amended and Restated Master Lease and Security Agreement and Amendment to Guaranty dated as of November 18, 2016 (the "Fourth Amendment"; the Original Lease, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, the "Lease").  All capitalized terms used and not defined in this Amendment shall have the meanings assigned to them in the Lease.


B.          The Lease currently covers one hundred thirty-six (136) separate independent living, assisted living, memory care and/or skilled nursing care Facilities, as more particularly described therein.  Each of the seventy-nine (79) Facilities set forth on Schedule A-1 attached hereto shall sometimes be referred to herein as a "Remaining Facility", each Person comprising Lessee that operates a Remaining Facility pursuant to the Lease shall sometimes be referred to herein as a "Remaining Facility Operator", and each Person comprising Lessor that owns the Leased Property of a Remaining Facility shall sometimes be referred to herein as a "Remaining Facility Owner".  Each of the fifty-seven (57) Facilities set forth on Schedule A-2 attached hereto, together with any personal property or any other assets relating to such Facility, shall sometimes be referred to herein as a "Removed Facility", each Person comprising Lessee that operates a Removed Facility pursuant to the Lease shall sometimes be referred to herein as a "Removed Facility Operator", and each Person comprising Lessor that owns the Leased Property of a Removed Facility shall sometimes be referred to herein as a "Removed Facility Owner".


C.          Pursuant to the terms of that certain Guaranty of Obligations dated as of August 29, 2014, made and subsequently reaffirmed by Guarantor in favor of Lessor (and certain Affiliates thereof that were previously included in the definition of "Lessor") and amended by the Fourth Amendment and the Fifth Amendment (as so reaffirmed and amended, the "Guaranty"), Guarantor has guaranteed the obligations of Lessee under the Lease, as more particularly described therein.


D.          The Removed Facility Owners intend to sell their respective interests in the Leased Property of the Removed Facilities.  In connection with such sale, Lessor has exercised its right pursuant to Section 31.2 of the Lease to require (i) Lessee to execute this Amendment for the purpose of removing the Leased Property of the Removed Facilities from the Lease and (ii) the Removed Facility Operators to execute a New Lease with respect to such Leased Property.  Concurrently with the execution of this Amendment, the Removed Facility Owners



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and the Removed Facility Operators are entering into a New Lease with respect to such Leased Property (the "New Lease") and Guarantor is delivering a guaranty of the New Lease (the "New Lease Guaranty").


E.          Lessor, Lessee and Guarantor desire to modify the Lease and the Guaranty (collectively, the "Lease Documents") in order to effectuate and reflect the removal of the Leased Property of the Removed Facilities from the Lease Documents, all as more particularly set forth herein.


AGREEMENT


IN CONSIDERATION OF the foregoing recitals, the mutual promises contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:


1.          Modification of Lease Documents with Respect to Removed Facilities.  Subject to all of the terms and conditions of this Amendment, each of the Lease Documents and the respective obligations of Lessor, Lessee and Guarantor thereunder shall be modified to remove the Removed Facilities (together with, but not limited to, any non-competition or non-solicitation covenants that would otherwise survive the termination, expiration or other modification of the Lease Documents and any rent associated with such Removed Facilities), at 11:59:59 p.m. (Los Angeles time) (the "Modification Time") on the day prior to the Effective Date (which is also referred to herein as the "Modification Date").  Except as set forth in this Amendment, neither Lessor, on the one hand, nor Lessee or Guarantor, on the other hand, shall, with respect to the Removed Facilities, have any further obligations to the other pursuant to the Lease Documents, or any of them, subsequent to the Modification Date and Modification Time.


2.          Reservations of Obligations.  Notwithstanding the modification of the Lease Documents with respect to the Removed Facilities as provided in Section 1 above, the following obligations of Lessor, Lessee and Guarantor shall be reserved and continue subsequent to the Modification Date and Modification Time with respect to the Removed Facilities:


(a)          Each of Lessee and Guarantor, jointly and severally, shall remain responsible for all liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys' fees and court costs, incurred by Lessor and arising from or out of any matters for which Lessee is obligated to indemnify, defend and/or hold harmless Lessor, and the right to such indemnity survives the modification of the Lease Documents, under the terms of the Lease Documents and which have occurred or arose out of any events, circumstances or other matters on or before the Modification Date.


(b)          Lessor shall remain responsible for all liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys' fees and court costs, incurred by Lessee and arising from or out of any matters for which Lessor is obligated to indemnify, defend and/or hold harmless Lessee under the Lease and which have occurred or arose out of any events, circumstances or other matters on or before the Modification Date.



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(c)          Each of Lessee and Guarantor, jointly and severally, shall remain liable for the cost of all Additional Charges pursuant to Sections 3.2, 16.2, 37.5 and 42.1 of the Lease (including all taxes and assessments, utilities charges, insurance premiums and other expenses incurred in connection with the operation, maintenance and use of the Leased Property of each Facility) in each case to the extent incurred or accrued through and including the Modification Date until full payment thereof.


(d)          Each of Lessee and Guarantor, jointly and severally, shall remain responsible for and shall pay any personal property taxes assessed against the Leased Property of any Facility or any personal property (including any Lessee's Personal Property) therein or thereon with a lien date on or prior to the Modification Date, irrespective of the date of the billing therefor, and shall, indemnify, defend and hold harmless Lessor with respect to any claims for such taxes or resulting from non-payment thereof.


(e)          Without limiting the generality or specific nature of the foregoing, each of Lessee and Guarantor, jointly and severally, shall remain responsible for and shall pay all other amounts, liabilities and obligations arising prior to or on the Modification Date in connection with the Leased Property of each Removed Facility (other than those expressly stated in the Lease Documents not to be an obligation of Lessee), including every fine, penalty, interest and cost which may be added for non-payment or late payment of the obligations of Lessee.


3.          Retention of Possession; Condition of Property.


(a)          After the Modification Date, the Removed Facility Operators shall retain possession of each Removed Facility under and pursuant to the terms of the New Lease, and the Remaining Facility Operators shall retain possession of the Remaining Facilities under and pursuant to the terms of the Lease.


(b)          Subject to the provisions of Section 2(e) above and without limiting the Removed Facility Operators' obligations under the New Lease, (i) Lessee shall have no obligation under the Lease to make any repairs or alterations to any of the Removed Facilities, and (ii) Lessor hereby waives any and all claims and other rights against Lessee under the Lease that relate to the physical condition of each Removed Facility, including any rights or claims under the Lease related to any obligation of Lessee to maintain or surrender such Removed Facility in a certain condition and any obligation of Lessee under the Lease to cause such Removed Facility to be maintained or surrendered in compliance with Legal Requirements.


(c)          Without limiting the Removed Facility Operators' rights under the New Lease, (i) Lessee hereby waives any claim under the Lease to each Removed Facility, irrespective of the party that originally paid for acquisition, construction or installation thereof, and (ii) without limiting the foregoing, it is expressly understood and agreed that Lessor shall not be obligated under the Lease to reimburse Lessee for any replacements, rebuildings, alterations, additions, substitutions and/or improvements that are part of any Removed Facility.


(d)          Notwithstanding any contrary provisions of the Lease, Lessor hereby agrees that, upon the Modification Date, Lessee shall not be required to surrender or remove its personal property, to fully restore the initial equipment of any Removed Facility to the



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approximate types and amounts as required by the terms of the Lease with respect to such Removed Facility or to restore an adequate supply of inventories consistent with the full stocking levels to be maintained by Lessee during the Term of the Lease with respect to such Removed Facility.


(e)          Notwithstanding any contrary provisions of the Lease, Lessee hereby agrees that, following the Modification Date, Lessor shall not be liable for any Impositions, utilities charges, insurance premiums or other expenses incurred in connection with the operation, maintenance or use of the Leased Property of any Removed Facility and Lessee shall be liable for the same to the full extent provided in the New Lease.


4.          Certain Modifications Relating to Removal Facilities.  The following provisions shall apply to the extent they relate to the period from and after the Modification Time:


(a)          Each of the Persons identified on Schedule B-1 attached hereto is hereby removed as a Person comprising Lessor (as its interest may appear) under the Lease (as amended hereby), and the definition of "Lessor" appearing in Section 2.1 of the Lease is hereby amended to remove each of such Persons therefrom; provided that each of such Persons shall remain liable to Lessee, and Lessee and Guarantor shall continue to remain liable (jointly and severally) to each of such Persons, in each case to the extent provided in Section 2 above (it being understood that, for purposes of this proviso, "Lessee" shall be defined without giving effect to the removal described in Section 4(b) below).


(b)          Each of the Persons identified on Schedule B-2 attached hereto is hereby removed as a Person comprising Lessee (as its interest may appear) under the Lease (as amended hereby), and the definition of "Lessee" appearing in Section 2.1 of the Lease is hereby amended to remove each of such Persons therefrom; provided that Lessor shall remain liable to each of such Persons, and each of such Persons shall continue to remain liable (jointly and severally with the other Persons comprising Lessee prior to the Modification Time and with Guarantor) to Lessor, in each case to the extent provided in Section 2 above (it being understood that, for purposes of this proviso, "Lessor" shall be defined without giving effect to the removal described in Section 4(a) above).


(c)          Exhibits A-1, A-2 and A-3 of the Lease are hereby replaced in their entirety by Exhibits A-1, A-2 and A-3 attached hereto, respectively.


(d)          Sections 47.3 (Colorado State Law Provisions), 47.8 (Minnesota State Law Provisions) and 47.10 (Montana State Law Provisions) of the Lease are hereby deleted in their entirety.  All references in Schedule 1 (State-Specific Impositions) of the Lease to the States of Colorado, Minnesota, Missouri, Montana and Utah shall be deemed to be deleted.  All references in Schedules 7.1.4 (List of Competing Communities) and 36.4 (Superior Leases) to any Removed Facilities shall be deemed to be deleted.


5.          Certain Modifications Relating to Capital Projects.


(a)          The Planned Capital Refurbishment Project Lessor Funding Amount shall be $19,174,566.00.



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(b)          For purposes of calculating the Annual Minimum Capital Project Amount for the Lease Year in which the Modification Date occurs, the number of units attributable to each Removed Facility shall be deemed to equal the product of (i) the number of units in such Removed Facility and (ii) a fraction whose numerator is the number of calendar days in such Lease Year through and including the Modification Date and whose denominator is three hundred sixty-five (365).


6.          Recorded and Filed Documents.


(a)          Lessor and Lessee shall promptly execute and acknowledge in form acceptable for recording in the local land records in which the Leased Property of each Facility is located, and otherwise in form and substance reasonably satisfactory to Lessor, a written instrument evidencing the modification of the Lease as, and if, necessary to remove as a matter of record the Removed Facilities from the Lease (or any previously recorded memoranda thereof).  Lessor shall have the right to cause each such instrument to be recorded in the appropriate local land records.


(b)          Lessee hereby authorizes Lessor to file such financing statement amendments and other documents as may be necessary or desirable to perfect or continue the perfection of Lessor's security interest in the Collateral with respect to the Remaining Facilities.


7.          Lessor Representations.  Lessor represents and warrants to Lessee that, to Lessor's Knowledge, Lessee is not in default in its payment obligations under the Lease or in the performance of any other obligations of Lessee under the Lease.  Lessee acknowledges that it has recently advised Lessor of an investigation at the Facility known as Brookdale Eugene Alpine, and Lessor makes no representation as to whether any matters relating to such investigation constitute a default by Lessee under the Lease.  As used herein, "Lessor's Knowledge" means the current, actual, conscious knowledge of Kendall Young (Executive Vice President), Kai Hsiao (Executive Vice President) or Matthew Harrison (Vice President).  None of such individuals shall bear personal responsibility for any breach of such representation.



		8.	
Miscellaneous.







(a)          Ratification and Confirmation of Lease.  As amended by this Amendment, the terms and provisions of the Lease are hereby ratified and confirmed in all respects.


(b)          No Bulk Transfer.  Neither anything contained herein nor the transaction provided for herein shall be deemed or construed to constitute a "bulk sale" or an assumption by Lessor of any obligations of Lessee.  The transactions provided for herein are and shall be construed solely as the modification of the Lease Documents.


(c)          Further Assurances.  The parties hereto agree to execute and deliver to the other parties hereto any agreement, document or instrument deemed reasonably necessary or desirable to give effect to the transactions described in this Amendment and the Cooperation Agreement.


(d)          Entire Agreement.  There are no agreements, understandings, commitments, representations or warranties with respect to the subject matter hereof except as



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expressly set forth in this Amendment, the New Lease and the New Lease Guaranty.  This Amendment, together with the New Lease and the New Lease Guaranty, supersedes all prior oral or written negotiations, understandings and agreements with respect to the subject matter hereof.


(e)          Interpretation.  All references herein to Sections, Exhibits and Schedules shall be deemed to be references to Sections, Exhibits and Schedules of this Amendment unless the context shall otherwise require.  All Exhibits and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein.  The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."  The term "or" is not exclusive.  The word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply "if."  All accounting terms not defined in this Amendment shall have the meanings determined by GAAP as in effect from time to time.  The words "hereof," "herein" and "hereunder" and words of similar import when used in this Amendment shall refer to this Amendment as a whole and not to any particular provision of this Amendment.  Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.


(f)          Captions; Pronouns.  Any titles or captions contained in this Amendment are for convenience only and shall not be deemed part of the text of this Amendment.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as appropriate.


(g)          Counterparts; Facsimile or Electronic Transmission.  This Amendment may be executed in any number of multiple counterparts, each of which shall be deemed to be an original and all of which shall constitute one agreement, binding on all parties hereto.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic transmission (including via emailed PDF files) shall be effective as delivery of a manually executed counterpart of this Amendment.


(h)          Governing Law. IN ALL RESPECTS, THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, EXCEPT THAT ALL PROVISIONS HEREOF RELATING TO THE MODIFICATION OF THE LEASEHOLD ESTATE WITH RESPECT TO THE LEASED PROPERTY OF EACH REMOVED FACILITY 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.


(i)          Submission to Jurisdiction. Lessor and Lessee irrevocably submit to the exclusive jurisdiction of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have jurisdiction, the United States District Court for the District of Delaware) for



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the purposes of any suit, action or other proceeding arising out of this Amendment or any transaction contemplated hereby.  Lessor and Lessee further agree that service of any process, summons, notice or document by U.S. registered mail to such Party's respective address set forth above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence.  Lessor and Lessee irrevocably and unconditionally waive trial by jury and irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Amendment or the transactions contemplated hereby in Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have jurisdiction, the United States District Court for the District of Delaware), and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.


(j)          Remedies; Specific Performance.  Each of the parties hereto acknowledges that it has negotiated for the specific considerations to be received by it hereunder and that damages would be an inadequate remedy for the breach of this Amendment by another party hereto.  Accordingly, in addition to and without in any way limiting any other remedy available to a non-breaching party at law or in equity, each party hereto shall be entitled to enforce the terms of this Amendment by an action either for specific performance or for injunctive relief, or both, to prevent the breach or continued breach of this Amendment.


(k)          Attorneys' Fees.  If any action at law or in equity is necessary to enforce or interpret the terms of this Amendment or to resolve any dispute under this Amendment, the losing party shall pay the attorneys' fees, costs and necessary disbursements of the prevailing party in addition to any other relief to which such prevailing party may be entitled.


(l)          Reaffirmation of Lease.  The Remaining Facility Owners and the Remaining Facility Operators hereby acknowledge, agree and reaffirm that the Lease, as hereby amended, (i) is and the parties intend the same for all purposes with respect to the Remaining Facilities to be treated as a single, integrated and indivisible agreement and economic unit and (ii) is intended by the parties to be and for all purposes shall be treated as an operating lease and not as a synthetic lease, financing lease or loan, and that the Remaining Facility Owners shall be entitled to all the benefits of ownership of the Leased Property, including depreciation for all federal, state and local tax purposes.


(m)          No Third Party Beneficiaries; Successors and Assigns.  This Amendment shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and assigns.  This Amendment shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.  No party, however, may assign either this Amendment or any of its rights, interests or obligations hereunder without the prior written approval of the other parties.


(n)          Amendments.  No amendment of any provision of this Amendment shall be valid unless, as a condition to the effectiveness of such change, the same shall be in writing and signed by the party against whom the amendment is sought to be enforced.  No waiver by



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any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.


(o)          Severability.  In the event that any provision of this Amendment as applied to any party or to any circumstance, shall be adjudged by a court to be void, unenforceable or inoperative as a matter of law, then the same shall in no way affect any other provision in this Amendment, the application of such provision in any other circumstance or with respect to any other party, or the validity or enforceability of the Amendment as a whole.


(p)          Full Review and Advice of Counsel.  All the parties hereto and their attorneys have had full opportunity to review and participate in the drafting of the final form of this Amendment.  Accordingly, this Amendment shall be construed without regard to any presumption or other rule of construction against the party causing the Amendment to be drafted.


(q)          Time of the Essence.  Time is of the essence of each and every provision of this Amendment.


(r)          Cooperation Agreement Prevails. In the case of a conflict between the terms of this Amendment and the terms of the Cooperation Agreement, the terms of the Cooperation Agreement shall, to the extent of any conflict, prevail.







[Signature Pages Follow]








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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and attested by their respective officers thereunto duly authorized.







LESSEE:







	
Witness:

	
  /s/ Edward D. Hillard

	 	
EMERITUS CORPORATION,

	 
	 	 	 	
a Washington corporation


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT HAZEL CREEK

	 
	 	 	 	
LLC, a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT PRINCE

	 
	 	 	 	
WILLIAM, INC., a Delaware corporation


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
LH ASSISTED LIVING, LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 






















	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT HILLSBOROUGH,

	 
	 	 	 	
L.L.C., a New Jersey limited liability company


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT OCOEE, INC.,

	 
	 	 	 	
a Delaware corporation


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT PORT ORANGE,

	 
	 	 	 	
INC., a Delaware corporation


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT STAFFORD, L.L.C.,

	 
	 	 	 	
a New Jersey limited liability company


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT VOORHEES, L.L.C.,

	 
	 	 	 	
a New Jersey limited liability company


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 






















	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT WESTMINSTER,

	 
	 	 	 	
INC., a Maryland corporation


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT CY-FAIR

	 
	 	 	 	
ASSOCIATES, L.P., a Delaware limited


partnership


 

	 
	 	 	 	
By:

	
SUMMERVILLE AT CY-FAIR, LLC

	 
	 	 	 	 	
a Delaware limited liability company,

	 
	 	 	 	 	
its General Partner


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT FRIENDSWOOD

	 
	 	 	 	
ASSOCIATES, L.P., a Delaware limited


partnership


 

	 
	 	 	 	
By:

	
SUMMERVILLE AT FRIENDSWOOD,

	 
	 	 	 	 	
LLC, a Delaware limited liability

	 
	 	 	 	 	
company, its General Partner


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 






















	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT ST. AUGUSTINE,

	 
	 	 	 	
LLC, a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT IRVING

	 
	 	 	 	
ASSOCIATES LP, a Delaware limited


Partnership


 

	 
	 	 	 	
By:

	
SUMMERVILLE AT IRVING, LLC,

	 
	 	 	 	 	
a Delaware limited liability company,

	 
	 	 	 	 	
its General Partner


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT CHESTNUT HILL,

	 
	 	 	 	
LLC, a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE 9 LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 






















	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT CARROLLWOOD,

	 
	 	 	 	
LLC, a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT FOX RUN, LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT WEKIWA SPRINGS

	 
	 	 	 	
LLC, a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT OAK PARK LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 






















	
Witness:

	
  /s/ Edward D. Hillard

	 	
THE ESTATES OF OAK RIDGE LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Edward D. Hillard

	 	
SUMMERVILLE AT OVIEDO LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 


















GUARANTOR:







	
Witness:

	
  /s/ Edward D. Hillard

	 	
BROOKDALE SENIOR LIVING INC.,

	 
	 	 	 	
a Delaware corporation


 


 

	 
	
Witness:

	
  /s/ Carla Lockridge

	 	
By:

	
/s/ H. Todd Kaestner

	 
	 	 	 	 	
Name:  H. Todd Kaestner

	 
	 	 	 	 	
Title:    Executive Vice President

	 

















LESSOR:







	
Witness:

	
  /s/ Darrin Smith

	 	
HCP AUR1 CALIFORNIA A PACK,

	 
	 	 	 	
LLC, a Delaware limited liability company


 

	 
	 	 	 	
By:

	
HCP Partners, LP, a Delaware limited

	 
	 	 	 	 	
partnership, its member

	 
	 	 	 	 	 	 
	 	 	 	
By:

	
HCP MOB, Inc., a Delaware

	 
	 	 	 	 	
corporation, its general partner


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Darrin Smith

	 	
HCP EMOH, LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Darrin Smith

	 	
HCP HAZEL CREEK, LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 



























	
Witness:

	
  /s/ Darrin Smith

	 	
HCP MA2 CALIFORNIA, LP,

	 
	 	 	 	
a Delaware limited partnership

	 
	 	 	 	 	 
	 	 	 	
HCP MA2 MASSACHUSETTS, LP,

	 
	 	 	 	
a Delaware limited partnership

	 
	 	 	 	 	 
	 	 	 	
HCP MA2 OHIO, LP, a Delaware limited

	 
	 	 	 	
partnership

	 
	 	 	 	 	 
	 	 	 	
HCP MA2 OKLAHOMA, LP,

	 
	 	 	 	
a Delaware limited partnership

	 
	 	 	 	 	 
	 	 	 	
By: HCP MA2 GP Holding, LLC,

	 
	 	 	 	
a Delaware limited liability company,

	 
	 	 	 	
their general partner


 

	 
	 	 	 	 	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Darrin Smith

	 	
HCP MA3 CALIFORNIA, LP,

	 
	 	 	 	
a Delaware limited partnership

	 
	 	 	 	 	 
	 	 	 	
HCP MA3 SOUTH CAROLINA, LP,

	 
	 	 	 	
a Delaware limited partnership

	 
	 	 	 	 	 
	 	 	 	
HCP MA3 WASHINGTON, LP,

	 
	 	 	 	
a Delaware limited partnership

	 
	 	 	 	 	 
	 	 	 	
By: HCP MA3 A Pack GP, LLC,

	 
	 	 	 	
a Delaware limited liability company,

	 
	 	 	 	
their general partner


 

	 
	 	 	 	 	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 



























	
Witness:

	
  /s/ Darrin Smith

	 	
HCP PARTNERS, LP, a Delaware limited

	 
	 	 	 	
partnership

	 
	 	 	 	 	 	 
	 	 	 	
By: HCP MOB, Inc., a Delaware

	 
	 	 	 	
corporation, its general partner


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Darrin Smith

	 	
HCP SENIOR HOUSING PROPERTIES

	 
	 	 	 	
TRUST, a Delaware statutory trust

	 
	 	 	 	 	 	 
	 	 	 	
By: HCP Senior Housing Properties, LLC, a

	 
	 	 	 	
Delaware limited liability company, its

	 
	 	 	 	
managing trustee


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Darrin Smith

	 	
HCP SH ELP1 PROPERTIES, LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Darrin Smith

	 	
HCP SH ELP2 PROPERTIES, LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 



























	
Witness:

	
  /s/ Darrin Smith

	 	
HCP SH ELP3 PROPERTIES, LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Darrin Smith

	 	
HCP SH LASSEN HOUSE, LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Darrin Smith

	 	
HCP SH MOUNTAIN LAUREL, LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Darrin Smith

	 	
HCP SH MOUNTAIN VIEW, LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 



























	
Witness:

	
  /s/ Darrin Smith

	 	
HCP SH RIVER VALLEY LANDING, LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Darrin Smith

	 	
HCP SH SELLWOOD LANDING, LLC,

	 
	 	 	 	
a Delaware limited liability company


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Darrin Smith

	 	
HCP ST1 COLORADO, LP,

	 
	 	 	 	
a Delaware limited partnership

	 
	 	 	 	 	 	 
	 	 	 	
By: HCP ST1 Colorado GP, LLC,

	 
	 	 	 	
Delaware limited liability company,

	 
	 	 	 	
its general partner


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Darrin Smith

	 	
HCP, INC.,

	 
	 	 	 	
a Maryland corporation


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 



























	
Witness:

	
  /s/ Darrin Smith

	 	
HCPI TRUST,

	 
	 	 	 	
a Maryland real estate investment trust


 


 

	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Darrin Smith

	 	
WESTMINSTER HCP, LLC,

	 
	 	 	 	
a Delaware limited liability company


 

	 
	 	 	 	 	 	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 













	
Witness:

	
  /s/ Darrin Smith

	 	
HCP SPRINGTREE, LLC,

	 
	 	 	 	
HCP OCOEE, LLC,

	 
	 	 	 	
HCP PORT ORANGE, LLC,

	 
	 	 	 	
HCP BECKETT LAKE, LLC,

	 
	 	 	 	
HCP ST. AUGUSTINE, LLC,

	 
	 	 	 	
HCP CARROLLWOOD, LLC,

	 
	 	 	 	
HCP OVIEDO, LLC,

	 
	 	 	 	
HCP WEKIWA SPRINGS, LLC,

	 
	 	 	 	
HCP OAK PARK, LLC,

	 
	 	 	 	
HCP CY-FAIR, LLC,

	 
	 	 	 	
HCP FRIENDSWOOD, LLC,

	 
	 	 	 	
HCP IRVING, LLC and

	 
	 	 	 	
HCP EMFIN PROPERTIES, LLC,

	 
	 	 	 	
each a Delaware limited liability company

	 
	 	 	 	 	 
	
Witness:

	
  /s/ Natasha Valle

	 	
By:

	
/s/ Kendall K. Young

	 
	 	 	 	 	
Name:  Kendall K. Young

	 
	 	 	 	 	
Title:    Executive Vice President

	 














 


REAFFIRMATION AND CONSENT OF GUARANTOR


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







	
Signed, sealed and delivered in the presence of:


 


/s/ Edward D. Hillard                                

 Name:


 


/s/ Carla Lockridge                                 

 Name:

	
BROOKDALE SENIOR LIVING INC.,


a Delaware corporation


By: /s/ H. Todd Kaestner                           

       Name: H. Todd Kaestner

        Title:   Executive Vice President 



















Schedule A-1


Remaining Facilities


	 	
Facility Name

	
Facility Street Address

	
City

	
State

	
Zip


	
1.           

	
Brookdale Fountaingrove

	
300 Fountaingrove Pkwy

	
Santa Rosa

	
CA

	
95403


	
2.           

	
Brookdale Newnan

	
355 Milliard Farmer Industrial Blvd

	
Newnan

	
GA

	
30263


	
3.           

	
Brookdale Lawrenceville

	
1000 River Centre Pl

	
Lawrenceville

	
GA

	
30043


	
4.           

	
Brookdale S Lee Buford

	
4355 S Lee St

	
Buford

	
GA

	
30518


	
5.           

	
Brookdale Lee Buford Cottages

	
4355 S Lee St

	
Buford

	
GA

	
30518


	
6.           

	
Brookdale Murray

	
905 Glendale Rd

	
Murray

	
KY

	
42071


	
7.           

	
Brookdale Marlton Crossing

	
1979 Rte 70 E

	
Cherry Hill

	
NJ

	
08003


	
8.           

	
Brookdale Stayton

	
2201 3rd Ave

	
Stayton

	
OR

	
97383


	
9.           

	
Brookdale Stayton Cottages

	
2201 3rd Ave

	
Stayton

	
OR

	
97383


	
10.           

	
Brookdale Grayson View

	
29 Grayson View Ct

	
Selinsgrove

	
PA

	
17870


	
11.           

	
Brookdale Franklin

	
910 Murfreesboro Rd

	
Franklin

	
TN

	
37064


	
12.           

	
Brookdale Torbett

	
221 Torbett St

	
Richland

	
WA

	
99354


	
13.           

	
Brookdale Montclair Poulsbo

	
1250 NE Lincoln Rd

	
Poulsbo

	
WA

	
98370


	
14.           

	
Brookdale Westminster

	
45 Washington Road

	
Westminster

	
MD

	
21157


	
15.           

	
Brookdale Sunrise

	
4201 Springtree Dr

	
Sunrise

	
FL

	
33351


	
16.           

	
Brookdale Stafford

	
1275 Route 72 West

	
Manahawkin

	
NJ

	
08050


	
17.           

	
Brookdale Friendswood

	
1310 Friendswood Drive South

	
Friendswood

	
TX

	
77546


	
18.           

	
Brookdale Lexington

	
190 McSwain Dr

	
West Columbia

	
SC

	
29169


	
19.           

	
Brookdale Moses Lake

	
8425 Aspi Blvd NE

	
Moses Lake

	
WA

	
98837


	
20.           

	
Brookdale Palm Springs

	
1780 E Baristo Rd

	
Palm Springs

	
CA

	
92262


	
21.           

	
Brookdale Park Place Tigard

	
8445 SW Hemlock

	
Portland

	
OR

	
97223


	
22.           

	
Brookdale Rio Rancho

	
1000 Riverview Dr Se

	
Rio Rancho

	
NM

	
87124


	
23.           

	
Brookdale Yreka

	
351 Bruce St

	
Yreka

	
CA

	
96097


	
24.           

	
Brookdale Mtn Laurel Hebron

	
1177 Hebron Ave

	
Glastonbury

	
CT

	
06033


	
25.           

	
Brookdale Hartwell

	
45 Walnut St

	
Hartwell

	
GA

	
30643


	
26.           

	
Brookdale Canton

	
125 Riverstone Terrace

	
Canton

	
GA

	
30114


	
27.           

	
Brookdale Orland Park

	
16051 S La Grange Rd

	
Orland Park

	
IL

	
60467


	
28.           

	
Brookdale Oxford

	
100 Azalea Dr

	
Oxford

	
MS

	
38655


	
29.           

	
Brookdale Churchill

	
140 Carriage Club Dr

	
Mooresville

	
NC

	
28117


	
30.           

	
Brookdale Sellwood

	
8517 SE 17th Ave

	
Portland

	
OR

	
97202


	
31.           

	
Brookdale River Vly Tualatin

	
19200 SW 65th Ave

	
Tualatin

	
OR

	
97062


	
32.           

	
Brookdale Rock Springs

	
640 Rock Springs Rd

	
Kingsport

	
TN

	
37664


	
33.           

	
Brookdale Eden Estates

	
1997 Forest Ridge Dr

	
Bedford

	
TX

	
76021


	
34.           

	
Brookdale Maplewood

	
1000 Maplewood Dr

	
Bridgeport

	
WV

	
26330


	
35.           

	
Brookdale Fisher's Landing

	
17171 Southeast 22nd Dr

	
Vancouver

	
WA

	
98683





 


 











 


 


 


	
36.           

	
Brookdale Brentmoor Minot

	
3515 10th St SW

	
Minot

	
ND

	
58701


	
37.           

	
Brookdale Rose Vly Cottages

	
33800 SW Fredrick St

	
Scappoose

	
OR

	
97056


	
38.           

	
Brookdale Rose Vly Scappoose

	
33800 SE Frederick St

	
Scappoose

	
OR

	
97056


	
39.           

	
Hillside Campus

	
300 NW Hillside Parkway

	
McMinnville

	
OR

	
97128 


	
40.           

	
Brookdale Sugarland Ridge

	
1551 Sugarland Dr

	
Sheridan

	
WY

	
82801


	
41.           

	
Brookdale Yorktowne

	
1675 Dunlawton Avenue

	
Port Orange

	
FL

	
32127


	
42.           

	
Brookdale St Augustine

	
150 Mariner Health Way

	
St. Augustine

	
FL

	
32086


	
43.           

	
Brookdale Voorhees

	
1301 Laurel Oak Road

	
Voorhees

	
NJ

	
08043


	
44.           

	
Brookdale Chestnut Lane

	
1219 NE 6th St

	
Gresham

	
OR

	
97030


	
45.           

	
Brookdale Cheyenne

	
6031 Cheyenne Ave

	
Las Vegas

	
NV

	
89108


	
46.           

	
Brookdale Clearlake

	
14789 Burns Valley Rd

	
Clearlake

	
CA

	
95422


	
47.           

	
Brookdale Country Club - AL

	
2725 N Pennsylvania Ave

	
Roswell

	
NM

	
88201


	
48.           

	
Brookdale Florence

	
1938 Mountain Laurel Ct

	
Florence

	
SC

	
29505


	
49.           

	
Brookdale Fortuna

	
2401 Redwood Way

	
Fortuna

	
CA

	
95540


	
50.           

	
Brookdale Fortuna IL

	
2401 Redwood Way

	
Fortuna

	
CA

	
95540


	
51.           

	
Emeritus Park Avenue Estates

	
1811 Ridgeway Dr

	
Lexington

	
NE

	
68850


	
52.           

	
Brookdale Northridge

	
17650 Devonshire St

	
Northridge

	
CA

	
91325


	
53.           

	
Brookdale Plymouth Beach

	
97 Warren Ave

	
Plymouth

	
MA

	
02360


	
54.           

	
Brookdale Statesman Club

	
10401 Vineyard Blvd

	
Oklahoma City

	
OK

	
73120


	
55.           

	
Brookdale Roseburg

	
3400 NW Edenbower

	
Roseburg

	
OR

	
97470


	
56.           

	
Brookdale Redmond

	
1942 SW Canyon Dr

	
Redmond

	
OR

	
97756


	
57.           

	
Brookdale Newberg

	
3802 Hayes Street

	
Newberg

	
OR

	
97132


	
58.           

	
Brookdale Oswego Springs

	
11552 Lesser Rd

	
Portland

	
OR

	
97219


	
59.           

	
Brookdale Northshore

	
401 Northshore Blvd

	
Portland

	
TX

	
78374


	
60.           

	
Brookdale Lake Ridge

	
3940 Prince William Parkway

	
Woodbridge

	
VA

	
22192


	
61.           

	
Brookdale Chesterley AL

	
1100 N 35th Ave

	
Yakima

	
WA

	
98902


	
62.           

	
Brookdale Chesterley MC

	
1100 N 35th Ave

	
Yakima

	
WA

	
98902


	
63.           

	
Brookdale Kenmore

	
7221 NE 182nd St

	
Kenmore

	
WA

	
98028


	
64.           

	
Brookdale Stonebridge

	
7900 NE Vancouver Mall Dr.

	
Vancouver

	
WA

	
98662


	
65.           

	
Brookdale Willows Sherman

	
3410 Post Oak Crossing

	
Sherman

	
TX

	
75092


	
66.           

	
Brookdale Medi Park W

	
7404 Wallace Blvd

	
Amarillo

	
TX

	
79106


	
67.           

	
Brookdale Sterling

	
46555 Harry Byrd Hwy

	
Sterling

	
VA

	
20164


	
68.           

	
Brookdale Bellevue

	
15241 NE 20th St

	
Bellevue

	
WA

	
98007


	
69.           

	
Brookdale College Place

	
550 E Whitman

	
College Place

	
WA

	
99324


	
70.           

	
Brookdale Marietta

	
150 Browns Road

	
Marietta

	
OH

	
45750


	
71.           

	
Brookdale Cy-Fair

	
11500 Fallbrook Drive

	
Houston

	
TX

	
77065


	
72.           

	
Brookdale Hillsborough

	
600 Auten Road

	
Hillsborough

	
NJ

	
08844


	
73.           

	
Brookdale Litchfield Hills

	
376 Goshen Road

	
Torrington

	
CT

	
06790


	
74.           

	
Brookdale Wekiwa Springs

	
203 South Wekiwa Springs Road

	
Apopka

	
FL

	
32703





 


 











 


	
75.           

	
Brookdale Cordova

	
1535 Appling Care Ln

	
Cordova

	
TN

	
38016


	
76.           

	
Brookdale Country Club - IL

	
2801 North Kentucky Ave

	
Roswell

	
NM

	
88201


	
77.           

	
Brookdale Englewood Heights

	
3710 Kern Rd

	
Yakima

	
WA

	
98902


	
78.           

	
Brookdale Madison N

	
1601 Wheeler Rd

	
Madison

	
WI

	
53704


	
79.           

	
Brookdale S Hill

	
3708 East 57th Ave

	
Spokane

	
WA

	
99223














Schedule A-2


Removed Facilities


	 	
Facility Name

	
Facility Street Address

	
City

	
State

	
Zip


	
1.           

	
Brookdale Yorba Linda

	
17803 Imperial Highway

	
Yorba Linda

	
CA

	
92886


	
2.           

	
Brookdale San Dimas

	
1740 San Dimas Avenue

	
San Dimas

	
CA

	
91773


	
3.           

	
Brookdale Orangevale

	
6125 Hazel Avenue

	
Orangevale

	
CA

	
95662


	
4.           

	
Brookdale Red Bluff

	
705 Luther Road

	
Red Bluff

	
CA

	
96080


	
5.           

	
Brookdale Roslyn

	
2500 South Roslyn Street

	
Denver

	
CO

	
80231


	
6.           

	
Brookdale Green Mountain

	
12791 West Alameda Parkway

	
Lakewood

	
CO

	
80228


	
7.           

	
Brookdale Sunrise Creek

	
1968 Sunrise Drive

	
Montrose

	
CO

	
81401


	
8.           

	
Brookdale Highline

	
1640 South Quebec Way

	
Denver

	
CO

	
80231


	
9.           

	
Brookdale Buckingham

	
1824 Manchester Road

	
Glastonbury

	
CT

	
06033


	
10.           

	
Brookdale Beckett Lake

	
2155 Montclair Road

	
Clearwater

	
FL

	
33763


	
11.           

	
Brookdale Carrollwood

	
13550 S. Village Drive

	
Tampa

	
FL

	
33618


	
12.           

	
Brookdale Ocoee

	
80 North Clarke Road

	
Ocoee

	
FL

	
34761


	
13.           

	
Brookdale Northdale

	
3401 West Bearss Avenue

	
Tampa

	
FL

	
33618


	
14.           

	
Brookdale Oviedo

	
1725 Pine Bark Point

	
Oviedo

	
FL

	
32765


	
15.           

	
Brookdale Clermont

	
650 East Minnehaha Avenue

	
Clermont

	
FL

	
34711


	
16.           

	
Brookdale Neese Rd Woodstock

	
756 Neese Road

	
Woodstock

	
GA

	
30188


	
17.           

	
Brookdale Sweetwater Creek

	
1600 Lee Road

	
Lithia Springs

	
GA

	
30122


	
18.           

	
Brookdale Woodstock

	
1000 Professional Way

	
Woodstock

	
GA

	
30188


	
19.           

	
Brookdale Macon

	
250 Water Tower Court

	
Macon

	
GA

	
31210


	
20.           

	
Brookdale Paducah

	
2121 New Holt Road

	
Paducah

	
KY

	
42001


	
21.           

	
Brookdale Champlin

	
119 East Hayden Lake Road

	
Champlin

	
MN

	
55316


	
22.           

	
Brookdale St Peters

	
363 Jungermann Road

	
St Peters

	
MO

	
63376


	
23.           

	
Brookdale Great Falls

	
1104 Sixth Avenue N

	
Great Falls

	
MT

	
59401


	
24.           

	
Brookdale Kearney Northridge

	
5410 17th Avenue

	
Kearney

	
NE

	
68845


	
25.           

	
Brookdale Seward Heartland Park

	
500 Heartland Park Drive

	
Seward

	
NE

	
68434


	
26.           

	
Brookdale McCook

	
1500 East 11th Street

	
McCook

	
NE

	
69001


	
27.           

	
Brookdale Wayne

	
1500 Vintage Hill Drive

	
Wayne

	
NE

	
68787


	
28.           

	
Brookdale Chestnut Hill

	
5055 Thompson Road

	
Columbus

	
OH

	
43230


	
29.           

	
Brookdale Willoughby

	
35300 Kaiser Court

	
Willoughby

	
OH

	
44094


	
30.           

	
Brookdale Fox Run

	
7800 Dayton Springfield Road

	
Fairborn

	
OH

	
45324


	
31.           

	
Brookdale Tulsa Midtown

	
5211 South Lewis Avenue

	
Tulsa

	
OK

	
74105


	
32.           

	
Brookdale Cedar Ridge

	
10107 S Garnett Road

	
Broken Arrow

	
OK

	
74011


	
33.           

	
Brookdale Tahlequah Heritage

	
1380 N Heritage Lane

	
Tahlequah

	
OK

	
74464


	
34.           

	
Brookdale Muskogee

	
3211 Chandler Road

	
Muskogee

	
OK

	
74403


	
35.           

	
Brookdale Briarwood

	
4865 Main Street

	
Springfield

	
OR

	
97478


	
36.           

	
Brookdale Ashland

	
548 N Main Street

	
Ashland

	
OR

	
97520


	
37.           

	
Brookdale Lebanon

	
181 South 5th Street

	
Lebanon

	
OR

	
97355














 


 


	
38.           

	
Brookdale Eagle Point

	
261 Loto Street

	
Eagle Point

	
OR

	
97524


	
39.           

	
Brookdale Eugene Alpine Court

	
3720 N Clarey Street

	
Eugene

	
OR

	
97402


	
40.           

	
Brookdale Alpine Springs

	
3760 N Clarey Street

	
Eugene

	
OR

	
97402


	
41.           

	
Brookdale Monmouth

	
504 Gwinn Street E

	
Monmouth

	
OR

	
97361


	
42.           

	
Brookdale Springfield Woodside

	
4851 Main Street

	
Springfield

	
OR

	
97478


	
43.           

	
Brookdale Monmouth Cottages

	
504 Gwinn Street E

	
Monmouth

	
OR

	
97361


	
44.           

	
Brookdale Greenville

	
1306 Pelham Road

	
Greenville

	
SC

	
29615


	
45.           

	
Brookdale Chandler Place

	
745 Dilworth Lane

	
Rock Hill

	
SC

	
29732


	
46.           

	
Brookdale Hilton Head

	
15 Main Street

	
Hilton Head Island

	
SC

	
29926


	
47.           

	
Brookdale Spring Arbor

	
1800 India Hook Road

	
Rock Hill

	
SC

	
29732


	
48.           

	
Brookdale Hawthorne Park

	
20 Hawthorne Park Court

	
Greenville

	
SC

	
29615


	
49.           

	
Brookdale Hilton Head Village

	
80 Main Street

	
Hilton Head Island

	
SC

	
29926


	
50.           

	
Brookdale Hilton Head Court

	
48 Main Street

	
Hilton Head Island

	
SC

	
29926


	
51.           

	
Brookdale Oak Ridge

	
734 Emory Valley Road

	
Oak Ridge

	
TN

	
37830


	
52.           

	
Brookdale Bellevue TN

	
8188B Sawyer Brown Road

	
Nashville

	
TN

	
37221


	
53.           

	
Brookdale Irving

	
820 N. Britain Road

	
Irving

	
TX

	
75061


	
54.           

	
Brookdale Ellington Field

	
14101 Bay Pointe Court

	
Houston

	
TX

	
77062


	
55.           

	
Brookdale Holiday Lane Estates

	
6155 Holiday Lane

	
N Richland Hills

	
TX

	
76180


	
56.           

	
Brookdale Cedar City

	
995 S Regency Road

	
Cedar City

	
UT

	
84720


	
57.           

	
Brookdale Absaroka

	
2401 Cougar Avenue

	
Cody

	
WY

	
82414



















Schedule B-1


Removed Lessor Entities


HCP AUR1 California A Pack, LLC, a Delaware limited liability company


HCP Hazel Creek, LLC, a Delaware limited liability company


HCP MA2 California, LP, a Delaware limited partnership


HCP MA2 Ohio, LP, a Delaware limited partnership


HCP MA2 Oklahoma, LP, a Delaware limited partnership


HCP MA3 South Carolina, LP, a Delaware limited partnership


HCP SH Lassen House, LLC, a Delaware limited liability company


HCP SH Mountain View, LLC, a Delaware limited liability company


HCP ST1 Colorado, LP, a Delaware limited partnership


HCP Ocoee, LLC, a Delaware limited liability company


HCP Beckett Lake, LLC, a Delaware limited liability company


HCP Carrollwood, LLC, a Delaware limited liability company


HCP Oviedo, LLC, a Delaware limited liability company


HCP Oak Park, LLC, a Delaware limited liability company


HCP Irving, LLC, a Delaware limited liability company
















Schedule B-2


Removed Lessee Entities


Summerville at Hazel Creek, LLC, a Delaware limited liability company


Summerville at Ocoee, Inc., a Delaware corporation


Summerville at Irving Associates, L.P., a Delaware limited partnership


Summerville at Chestnut Hill, LLC, a Delaware limited liability company


Summerville 9, LLC, a Delaware limited liability company


Summerville at Carrollwood, LLC, a Delaware limited liability company


Summerville at Fox Run, LLC, a Delaware limited liability company


Summerville at Oak Park LLC, a Delaware limited liability company


The Estates of Oak Ridge LLC, a Delaware limited liability company


Summerville at Oviedo LLC, a Delaware limited liability company











Exhibit A-1


List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment







(See attached.)





















	
EXHIBIT A-1


	
(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)





 


	
 

	 	 	 	 	 	 	 	 	 	 	
Allocated


	 	 	 	 	 	 	 	 	 	 	 	
Initial


	 	 	 	 	 	 	
Total

	 	
Lease Term

	
Investment


	
HCP #

	
Previous Facility Name

	
New Facility Name

	
Address

	
City

	
State

	
Units

	
Primary Intended Use

	
Initial*

	
1st Extension

	
2nd Extension

	
(in $ millions)


	
1167

	
Santa Rosa, Emeritus at

	
Brookdale Fountaingrove

	
300 Fountaingrove Pkwy

	
Santa Rosa

	
CA

	
161

	
92-unit assisted living care, 24-unit Alzheimer's care, 45-unit skilled nursing facility, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
10 Years and 11 Months

	
$[***]


	
2086

	
Newnan, Emeritus at

	
Brookdale Newnan

	
355 Milliard Farmer Industrial Blvd

	
Newnan

	
GA

	
53

	
32-unit independent living care, 21-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
8 Years

	
$[***]


	
2066

	
Courtyard Gardens, Emeritus at

	
Brookdale Lawrenceville

	
1000 River Centre Pl

	
Lawrenceville

	
GA

	
48

	
36-unit assisted living care, 12-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
8 Years

	
$[***]


	
2108

	
Lake Springs, Emeritus at

	
Brookdale S Lee Buford

	
4355 S Lee St

	
Buford

	
GA

	
48

	
32-unit assisted living care, 16-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
8 Years

	
$[***]


	
2109

	
Lake Springs Cottages, Emeritus at

	
Brookdale Lee Buford Cottages

	
4355 S Lee St

	
Buford

	
GA

	
24

	
24-unit independent living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
8 Years

	
$[***]


	
2115

	
Murray, Emeritus at

	
Brookdale Murray

	
905 Glendale Rd

	
Murray

	
KY

	
84

	
84-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
10 Years and 11 Months

	
$[***]


	
1599

	
Marlton Crossing, Emeritus at

	
Brookdale Marlton Crossing

	
1979 Rte 70 E

	
Cherry Hill

	
NJ

	
109

	
87-unit assisted living care, 22-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
8 Years

	
$[***]


	
2058

	
Lakeside

	
Brookdale Stayton

	
2201 3rd Ave

	
Stayton

	
OR

	
62

	
62-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
10 Years and 11 Months

	
$[***]


	
2056

	
Lakeside Cottages

	
Brookdale Stayton Cottages

	
2201 3rd Ave

	
Stayton

	
OR

	
12

	
12-unit independent living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
10 Years and 11 Months

	
$[***]


	
2063

	
Grayson View, Emeritus at

	
Brookdale Grayson View

	
29 Grayson View Ct

	
Selinsgrove

	
PA

	
81

	
2-unit independent living care, 71-unit assisted living care, 8-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
10 Years and 11 Months

	
$[***]


	
2060

	
Legacy Crossing, Emeritus at

	
Brookdale Franklin

	
910 Murfreesboro Rd

	
Franklin

	
TN

	
124

	
124-unit independent living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
10 Years and 11 Months

	
$[***]


	
2102

	
Quail Hollow

	
Brookdale Torbett

	
221 Torbett St

	
Richland

	
WA

	
36

	
36-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
10 Years and 11 Months

	
$[***]





 


 











 


 


 


	
2096

	
Montclair Park, Emeritus at

	
Brookdale Montclair Poulsbo

	
1250 Ne Lincoln Rd

	
Poulsbo

	
WA

	
103

	
85-unit assisted living care, 18-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
10 Years and 11 Months

	
$[***]


	
0281

	
Westminster, Emeritus at

	
Brookdale Westminster

	
45 Washington Road

	
Westminster

	
MD

	
54

	
44-unit assisted living care, 10-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
8 Years

	
$[***]


	
2194

	
Springtree, Emeritus at

	
Brookdale Sunrise

	
4201 Springtree Dr

	
Sunrise

	
FL

	
180

	
155-unit assisted living care, 25-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
4 Years

	
$[***]


	
0733

	
Stafford, Emeritus at

	
Brookdale Stafford

	
1275 Route 72 West

	
Manahawkin

	
NJ

	
77

	
66-unit assisted living care, 11-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
10 Years and 11 Months

	
$[***]


	
0506

	
Friendswood, Emeritus at

	
Brookdale Friendswood

	
1310 Friendswood Drive South

	
Friendswood

	
TX

	
112

	
12-unit independent living care, 70-unit assisted living care, 30-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
8 Years

	
$[***]


	
2067

	
Lexington Gardens

	
Brookdale Lexington

	
190 Mc Swain Dr

	
West Columbia

	
SC

	
72

	
72-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
10 Years and 11 Months

	
$[***]


	
2141

	
Moses Lake

	
Brookdale Moses Lake

	
8425 Aspi Blvd Ne

	
Moses Lake

	
WA

	
74

	
4-unit independent living care, 70-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
10 Years and 11 Months

	
$[***]


	
1168

	
Palm Springs, Emeritus at

	
Brookdale Palm Springs

	
1780 E Baristo Rd

	
Palm Springs

	
CA

	
90

	
60-unit assisted living care, 30-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
8 Years

	
$[***]


	
2151

	
Park Place, Emeritus at

	
Brookdale Park Place Tigard

	
8445 SW Hemlock

	
Portland

	
OR

	
112

	
112-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
10 Years and 11 Months

	
$[***]


	
2161

	
Sandia Springs, Emeritus at

	
Brookdale Rio Rancho

	
1000 Riverview Dr Se

	
Rio Rancho

	
NM

	
113

	
12-unit independent living care, 84-unit assisted living care, 17-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
10 Years and 11 Months

	
$[***]


	
2055

	
Meadowlark, Emeritus at

	
Brookdale Yreka

	
351 Bruce St

	
Yreka

	
CA

	
72

	
58-unit assisted living care, 14-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2028

	
10 Years

	
10 Years and 11 Months

	
$[***]


	 	
Total Lease Pool 1 (23 Properties)

	
 

	
 

	
 

	
 

	
1,901

	
 

	
 

	
 

	
 

	
$[***]


	 	 	 	 	 	 	 	 	 	 	 	 
	
Note: The initial and renewal terms set forth in the exhibits for any facility shall in no event exceed 80% of the estimated useful life of such facility (as determined as of the date of the lease)

	 	 	 	 








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





















	
EXHIBIT A-1.1


	
Initial Allocated Minimum Rent - Pool 1


	 	 	 	 	 
	 	 	
Initial

	
2016 Allocated

	
Subsequent


	 	 	
Allocated

	
Special

	
Special


	
HCP #

	
Facility Name

	
Minimum Rent

	
Rent Credit

	
Rent Credit


	
1167

	
Brookdale Fountaingrove

	
$[***]

	
$[***]

	
$[***]


	
2086

	
Brookdale Newnan

	
[***]

	
[***]

	
[***]


	
2066

	
Brookdale Lawrenceville

	
[***]

	
[***]

	
[***]


	
2108

	
Brookdale S Lee Buford

	
[***]

	
[***]

	
[***]


	
2109

	
Brookdale Lee Buford Cottages

	
[***]

	
[***]

	
[***]


	
2115

	
Brookdale Murray

	
[***]

	
[***]

	
[***]


	
1599

	
Brookdale Marlton Crossing

	
[***]

	
[***]

	
[***]


	
2058

	
Brookdale Stayton

	
[***]

	
[***]

	
[***]


	
2056

	
Brookdale Stayton Cottages

	
[***]

	
[***]

	
[***]


	
2063

	
Brookdale Grayson View

	
[***]

	
[***]

	
[***]


	
2060

	
Brookdale Franklin

	
[***]

	
[***]

	
[***]


	
2102

	
Brookdale Torbett

	
[***]

	
[***]

	
[***]


	
2096

	
Brookdale Montclair Poulsbo

	
[***]

	
[***]

	
[***]


	
0281

	
Brookdale Westminster

	
[***]

	
[***]

	
[***]


	
2194

	
Brookdale Sunrise

	
[***]

	
[***]

	
[***]


	
0733

	
Brookdale Stafford

	
[***]

	
[***]

	
[***]


	
0506

	
Brookdale Friendswood

	
[***]

	
[***]

	
[***]


	
2067

	
Brookdale Lexington

	
[***]

	
[***]

	
[***]


	
2141

	
Brookdale Moses Lake

	
[***]

	
[***]

	
[***]


	
1168

	
Brookdale Palm Springs

	
[***]

	
[***]

	
[***]


	
2151

	
Brookdale Park Place Tigard

	
[***]

	
[***]

	
[***]


	
2161

	
Brookdale Rio Rancho

	
[***]

	
[***]

	
[***]


	
2055

	
Brookdale Yreka

	
[***]

	
[***]

	
[***]


	 	
Total Lease Pool 1 (23 Properties)

	
$[***]

	
$[***]

	
$[***]















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











Exhibit A-2


List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment







(See attached.)





















	
EXHIBIT A-2


	
(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


	 	 	 	 	 	 	 	 	 	 	 	
Allocated


	 	 	 	 	 	 	 	 	 	 	 	
Initial


	 	 	 	 	 	 	
Total

	 	
Lease Term

	
Investment


	
HCP #

	
Previous Facility Name

	
New Facility Name

	
Address

	
City

	
State

	
Units

	
Primary Intended Use

	
Initial*

	
1st Extension

	
2nd Extension

	
(in $ millions)


	
2144

	
Mountain Laurel, Emeritus at

	
Brookdale Mtn Laurel Hebron

	
1177 Hebron Ave

	
Glastonbury

	
CT

	
81

	
62-unit assisted living care, 19-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2165

	
Lake Pointe, Emeritus at

	
Brookdale Hartwell

	
45 Walnut St

	
Hartwell

	
GA

	
34

	
21-unit assisted living care, 13-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
3 Years

	
$[***]


	
2053

	
Riverstone, Emeritus at

	
Brookdale Canton

	
125 Riverstone Terrace

	
Canton

	
GA

	
93

	
65-unit assisted living care, 28-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
1162

	
Orland Park, Emeritus at

	
Brookdale Orland Park

	
16051 S La Grange Rd

	
Orland Park

	
IL

	
104

	
80-unit assisted living care, 24-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2074

	
Oxford, Emeritus at

	
Brookdale Oxford

	
100 Azalea Dr

	
Oxford

	
MS

	
80

	
80-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2126

	
Churchill, Emeritus at

	
Brookdale Churchill

	
140 Carriage Club Dr

	
Mooresville

	
NC

	
135

	
29-unit independent living care, 86-unit assisted living care, 20-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2171

	
Sellwood, Emeritus at

	
Brookdale Sellwood

	
8517 SE 17th Ave

	
Portland

	
OR

	
89

	
89-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2088

	
River Valley, Emeritus at

	
Brookdale River Vly Tualatin

	
19200 SW 65th Ave

	
Tualatin

	
OR

	
117

	
104-unit assisted living care, 13-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2073

	
Remington House, Emeritus at

	
Brookdale Rock Springs

	
640 Rock Springs Rd

	
Kingsport

	
TN

	
50

	
50-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2075

	
Eden Estates, Emeritus at

	
Brookdale Eden Estates

	
1997 Forest Ridge Dr

	
Bedford

	
TX

	
126

	
61-unit independent living care, 65-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]





 


 


 











 


 


	
2117

	
Maplewood, Emeritus at

	
Brookdale Maplewood

	
1000 Maplewood Dr

	
Bridgeport

	
WV

	
127

	
83-unit independent living care, 44-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2061

	
Fisher's Landing, Emeritus at

	
Brookdale Fisher's Landing

	
17171 Southeast 22nd Dr

	
Vancouver

	
WA

	
75

	
75-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2127

	
Brentmoor, Emeritus at

	
Brookdale Brentmoor Minot

	
3515 10th St SW

	
Minot

	
ND

	
85

	
85-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2134

	
Rose Valley Cottages, Emeritus at

	
Brookdale Rose Vly Cottages

	
33800 SW Fredrick St

	
Scappoose

	
OR

	
15

	
15-unit independent living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2153

	
Rose Valley, Emeritus at

	
Brookdale Rose Vly Scappoose

	
33800 SE Frederick St

	
Scappoose

	
OR

	
64

	
64-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2152

	
Hillside

	
Hillside Campus

	
300 Nw Hillside Park Way

	
Mcminnville

	
OR

	
307

	
202-unit independent living care, 65-unit assisted living care, 20-unit Alzheimer's care, 20-unit skilled nursing facility, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2148

	
Sugarland Ridge, Emeritus at

	
Brookdale Sugarland Ridge

	
1551 Sugarland Dr

	
Sheridan

	
WY

	
67

	
12-unit independent living care, 55-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
0732

	
Port Orange, Emeritus at

	
Brookdale Yorktowne

	
1675 Dunlawton Avenue

	
Port Orange

	
FL

	
85

	
72-unit assisted living care, 13-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
7 Years

	
$[***]


	
0802

	
St. Augustine, Emeritus at

	
Brookdale St Augustine

	
150 Mariner Health Way

	
St. Augustine

	
FL

	
89

	
72-unit assisted living care, 17-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
7 Years

	
$[***]


	
0245

	
Voorhees, Emeritus at

	
Brookdale Voorhees

	
1301 Laurel Oak Road

	
Voorhees

	
NJ

	
77

	
66-unit assisted living care, 11-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2139

	
Chestnut Lane

	
Brookdale Chestnut Lane

	
1219 NE 6th St

	
Gresham

	
OR

	
70

	
70-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2110

	
Plaza, Emeritus at The

	
Brookdale Cheyenne

	
6031 Cheyenne Ave

	
Las Vegas

	
NV

	
152

	
34-unit independent living care, 118-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2092

	
Orchard Park, Emeritus at

	
Brookdale Clearlake

	
14789 Burns Valley Rd

	
Clearlake

	
CA

	
41

	
33-unit assisted living care, 8-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]





 


 











 


 


 


	
2121

	
La Villa, Emeritus at

	
Brookdale Country Club - AL

	
2725 N Pennsylvania Ave

	
Roswell

	
NM

	
92

	
12-unit independent living care, 67-unit assisted living care, 13-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2154

	
Laurel Gardens, Emeritus at

	
Brookdale Florence

	
1938 Mountain Laurel Ct

	
Florence

	
SC

	
61

	
51-unit assisted living care, 10-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2079

	
Sequoia Springs, Emeritus at

	
Brookdale Fortuna

	
2401 Redwood Way

	
Fortuna

	
CA

	
72

	
62-unit assisted living care, 10-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2054

	
Sequoia Springs Cottages, Emeritus at

	
Brookdale Fortuna IL

	
2401 Redwood Way

	
Fortuna

	
CA

	
20

	
20-unit independent living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
9 Years and 11 Months

	
$[***]


	
2169

	
Park Avenue Estates, Emeritus at

	
Emeritus Park Avenue Estates

	
1811 Ridgeway Dr

	
Lexington

	
NE

	
76

	
23-unit independent living care, 53-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2029

	
10 Years

	
7 Years

	
$[***]


	 	
Total Lease Pool 2 (28 Properties)

	
 

	
 

	
 

	
 

	
2,484

	
 

	
 

	
 

	
 

	
$[***]










	
Note: The initial and renewal terms set forth in the exhibits for any facility shall in no event exceed 80% of the estimated useful life of such facility (as determined as of the date of the lease)

	 	 	 	 








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





















	
EXHIBIT A-2.1


	
Initial Allocated Minimum Rent - Pool 2


	 	 	 	 	 
	 	 	
Initial

	
2016 Allocated

	
Subsequent


	 	 	
Allocated

	
Special

	
Special


	
HCP #

	
Facility Name

	
Minimum Rent

	
Rent Credit

	
Rent Credit


	
2144

	
Brookdale Mtn Laurel Hebron

	
$[***]

	
$[***]

	
$[***]


	
2165

	
Brookdale Hartwell

	
[***]

	
[***]

	
[***]


	
2053

	
Brookdale Canton

	
[***]

	
[***]

	
[***]


	
1162

	
Brookdale Orland Park

	
[***]

	
[***]

	
[***]


	
2074

	
Brookdale Oxford

	
[***]

	
[***]

	
[***]


	
2126

	
Brookdale Churchill

	
[***]

	
[***]

	
[***]


	
2171

	
Brookdale Sellwood

	
[***]

	
[***]

	
[***]


	
2088

	
Brookdale River Vly Tualatin

	
[***]

	
[***]

	
[***]


	
2073

	
Brookdale Rock Springs

	
[***]

	
[***]

	
[***]


	
2075

	
Brookdale Eden Estates

	
[***]

	
[***]

	
[***]


	
2117

	
Brookdale Maplewood

	
[***]

	
[***]

	
[***]


	
2061

	
Brookdale Fisher's Landing

	
[***]

	
[***]

	
[***]


	
2127

	
Brookdale Brentmoor Minot

	
[***]

	
[***]

	
[***]


	
2134

	
Brookdale Rose Vly Cottages

	
[***]

	
[***]

	
[***]


	
2153

	
Brookdale Rose Vly Scappoose

	
[***]

	
[***]

	
[***]


	
2152

	
Hillside Campus

	
[***]

	
[***]

	
[***]


	
2148

	
Brookdale Sugarland Ridge

	
[***]

	
[***]

	
[***]


	
0732

	
Brookdale Yorktowne

	
[***]

	
[***]

	
[***]


	
0802

	
Brookdale St Augustine

	
[***]

	
[***]

	
[***]


	
0245

	
Brookdale Voorhees

	
[***]

	
[***]

	
[***]


	
2139

	
Brookdale Chestnut Lane

	
[***]

	
[***]

	
[***]


	
2110

	
Brookdale Cheyenne

	
[***]

	
[***]

	
[***]


	
2092

	
Brookdale Clearlake

	
[***]

	
[***]

	
[***]


	
2121

	
Brookdale Country Club - AL

	
[***]

	
[***]

	
[***]


	
2154

	
Brookdale Florence

	
[***]

	
[***]

	
[***]


	
2079

	
Brookdale Fortuna

	
[***]

	
[***]

	
[***]


	
2054

	
Brookdale Fortuna IL

	
[***]

	
[***]

	
[***]


	
2169

	
Emeritus Park Avenue Estates

	
[***]

	
[***]

	
[***]


	 	
Total Lease Pool 2 (28 Properties)

	
$[***]

	
$[***]

	
$[***]















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











Exhibit A-3


List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment







(See attached.)
















	
EXHIBIT A-3


	
(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)


	
 

	 	 	 	 	 	 	 	 	 	 	
Allocated


	 	 	 	 	 	 	 	 	 	 	 	
Initial


	 	 	 	 	 	 	 	 	
Lease Term

	
Investment


	
HCP #

	
Previous Facility Name

	
New Facility Name

	
Address

	
City

	
State

	
Units

	
Primary Intended Use

	
Initial*

	
1st Extension

	
2nd Extension

	
(in $ millions)


	
1165

	
Northridge, Emeritus at

	
Brookdale Northridge

	
17650 Devonshire St

	
Northridge

	
CA

	
159

	
90-unit assisted living care, 24-unit Alzheimer's care, 45-unit skilled nursing facility, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
1158

	
Plymouth Beach, Emeritus at

	
Brookdale Plymouth Beach

	
97 Warren Ave

	
Plymouth

	
MA

	
87

	
58-unit assisted living care, 29-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
6 Years

	
$[***]


	
2083

	
Statesman Club, Emeritus at

	
Brookdale Statesman Club

	
10401 Vineyard Blvd

	
Oklahoma City

	
OK

	
137

	
137-unit independent living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
2084

	
Manor House, Emeritus at

	
Brookdale Roseburg

	
3400 NW Edenbower

	
Roseburg

	
OR

	
56

	
56-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
2050

	
Cougar Springs, Emeritus at

	
Brookdale Redmond

	
1942 SW Canyon Dr

	
Redmond

	
OR

	
88

	
2-unit independent living care, 62-unit assisted living care, 24-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
2089

	
Chehalem Springs, Emeritus at

	
Brookdale Newberg

	
3802 Hayes Street

	
Newberg

	
OR

	
107

	
24-unit independent living care, 83-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
2133

	
Oswego Springs, Emeritus at

	
Brookdale Oswego Springs

	
11552 Lesser Rd

	
Portland

	
OR

	
68

	
68-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
2162

	
Carriage Inn, Emeritus at

	
Brookdale Northshore

	
401 Northshore Blvd

	
Portland

	
TX

	
110

	
110-unit independent living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
0225

	
Lake Ridge, Emeritus at

	
Brookdale Lake Ridge

	
3940 Prince William Parkway

	
Woodbridge

	
VA

	
79

	
55-unit assisted living care, 24-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
2052

	
Chesterley Meadows

	
Brookdale Chesterley AL

	
1100 N 35th Ave

	
Yakima

	
WA

	
70

	
70-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
2078

	
Chesterley Court

	
Brookdale Chesterley MC

	
1100 N 35th Ave

	
Yakima

	
WA

	
14

	
14-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
2160

	
Spring Estates, Emeritus at

	
Brookdale Kenmore

	
7221 NE 182nd St

	
Kenmore

	
WA

	
85

	
72-unit assisted living care, 13-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
2062

	
Stonebridge

	
Brookdale Stonebridge

	
7900 NE Vancouver Mall Dr

	
Vancouver

	
WA

	
60

	
60-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]





 


 











 


 


	
2116

	
Willows at Sherman

	
Brookdale Willows Sherman

	
3410 Post Oak Crossing

	
Sherman

	
TX

	
46

	
37-unit assisted living care, 9-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
2107

	
Canyonview Estates, Emeritus at

	
Brookdale Medi Park W

	
7404 Wallace Blvd

	
Amarillo

	
TX

	
132

	
73-unit independent living care, 59-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
2077

	
Monroe House

	
Brookdale Sterling

	
46555 Harry Byrd Hwy

	
Sterling

	
VA

	
70

	
70-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
1173

	
Bellevue, Emeritus at

	
Brookdale Bellevue

	
15241 Ne 20th St

	
Bellevue

	
WA

	
114

	
88-unit assisted living care, 26-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
6 Years

	
$[***]


	
2095

	
Eagle Meadows

	
Brookdale College Place

	
550 E Whitman

	
College Place

	
WA

	
82

	
82-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
1386

	
Marietta, Emeritus at

	
Brookdale Marietta

	
150 Browns Road

	
Marietta

	
OH

	
89

	
73-unit assisted living care, 16-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
0217

	
Cy-Fair, Emeritus at

	
Brookdale Cy-Fair

	
11500 Fallbrook Drive

	
Houston

	
TX

	
112

	
12-unit independent living care, 70-unit assisted living care, 30-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
6 Years

	
$[***]


	
0734

	
Hillsborough, Emeritus at

	
Brookdale Hillsborough

	
600 Auten Road

	
Hillsborough

	
NJ

	
77

	
66-unit assisted living care, 11-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
0730

	
Litchfield Hills, Emeritus at

	
Brookdale Litchfield Hills

	
376 Goshen Road

	
Torrington

	
CT

	
68

	
59-unit assisted living care, 9-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
0861

	
Wekiwa Springs, Emeritus at

	
Brookdale Wekiwa Springs

	
203 South Wekiwa Springs Road

	
Apopka

	
FL

	
77

	
10-unit independent living care, 54-unit assisted living care, 13-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
6 Years

	
$[***]


	
2132

	
Cordova, Emeritus at

	
Brookdale Cordova

	
1535 Appling Care Ln

	
Cordova

	
TN

	
76

	
56-unit assisted living care, 20-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
6 Years

	
$[***]


	
2150

	
Roswell, Emeritus at

	
Brookdale Country Club - IL

	
2801 North Kentucky Ave

	
Roswell

	
NM

	
131

	
99-unit independent living care, 32-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
2114

	
Englewood Heights

	
Brookdale Englewood Heights

	
3710 Kern Rd

	
Yakima

	
WA

	
93

	
73-unit assisted living care, 20-unit Alzheimer's care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	
2170

	
Legacy Gardens, Emeritus at

	
Brookdale Madison N

	
1601 Wheeler Rd

	
Madison

	
WI

	
62

	
62-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
6 Years

	
$[***]


	
2097

	
South Hill, Emeritus at

	
Brookdale S Hill

	
3708 East 57th Ave

	
Spokane

	
WA

	
79

	
79-unit assisted living care, and such other uses necessary or incidental to such use

	
Exp. Aug 31, 2030

	
10 Years

	
8 Years and 11 Months

	
$[***]


	 	
Total Lease Pool 3 (28 Properties)

	
 

	
 

	
 

	
 

	
2,428

	
 

	
 

	
 

	
 

	
$[***]


	 	 	 	 	 	 	 	 	 	 	 	 
	
Note: The initial and renewal terms set forth in the exhibits for any facility shall in no event exceed 80% of the estimated useful life of such facility (as determined as of the date of the lease)


 

	 	 	 	 



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
















	
EXHIBIT A-3.1


	
Initial Allocated Minimum Rent - Pool 3


	 	 	 	 	 
	 	 	
Initial

	
2016 Allocated

	
Subsequent


	 	 	
Allocated

	
Special

	
Special


	
HCP #

	
Facility Name

	
Minimum Rent

	
Rent Credit

	
Rent Credit


	
1165

	
Brookdale Northridge

	
$[***]

	
$[***]

	
$[***]


	
1158

	
Brookdale Plymouth Beach

	
[***]

	
[***]

	
[***]


	
2083

	
Brookdale Statesman Club

	
[***]

	
[***]

	
[***]


	
2084

	
Brookdale Roseburg

	
[***]

	
[***]

	
[***]


	
2050

	
Brookdale Redmond

	
[***]

	
[***]

	
[***]


	
2089

	
Brookdale Newberg

	
[***]

	
[***]

	
[***]


	
2133

	
Brookdale Oswego Springs

	
[***]

	
[***]

	
[***]


	
2162

	
Brookdale Northshore

	
[***]

	
[***]

	
[***]


	
0225

	
Brookdale Lake Ridge

	
[***]

	
[***]

	
[***]


	
2052

	
Brookdale Chesterley AL

	
[***]

	
[***]

	
[***]


	
2078

	
Brookdale Chesterley MC

	
[***]

	
[***]

	
[***]


	
2160

	
Brookdale Kenmore

	
[***]

	
[***]

	
[***]


	
2062

	
Brookdale Stonebridge

	
[***]

	
[***]

	
[***]


	
2116

	
Brookdale Willows Sherman

	
[***]

	
[***]

	
[***]


	
2107

	
Brookdale Medi Park W

	
[***]

	
[***]

	
[***]


	
2077

	
Brookdale Sterling

	
[***]

	
[***]

	
[***]


	
1173

	
Brookdale Bellevue

	
[***]

	
[***]

	
[***]


	
2095

	
Brookdale College Place

	
[***]

	
[***]

	
[***]


	
1386

	
Brookdale Marietta

	
[***]

	
[***]

	
[***]


	
0217

	
Brookdale Cy-Fair

	
[***]

	
[***]

	
[***]


	
0734

	
Brookdale Hillsborough

	
[***]

	
[***]

	
[***]


	
0730

	
Brookdale Litchfield Hills

	
[***]

	
[***]

	
[***]


	
0861

	
Brookdale Wekiwa Springs

	
[***]

	
[***]

	
[***]


	
2132

	
Brookdale Cordova

	
[***]

	
[***]

	
[***]


	
2150

	
Brookdale Country Club - IL

	
[***]

	
[***]

	
[***]


	
2114

	
Brookdale Englewood Heights

	
[***]

	
[***]

	
[***]


	
2170

	
Brookdale Madison N

	
[***]

	
[***]

	
[***]


	
2097

	
Brookdale S Hill

	
[***]

	
[***]

	
[***]


	 	
Total Lease Pool 3 (28 Properties)

	
$[***]

	
$[***]

	
$[***]










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