EX-10.1.6 3 exhibit10_1_6.htm FIFTH AMENDMENT TO MASTER LEASE
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.