MASTER CONTRIBUTION AND TRANSACTIONS AGREEMENT BY AND BETWEEN HCP, INC. AND BROOKDALE SENIOR LIVING INC. April 23, 2014

Closing Document, and no assertion that a condition to the Closing has not been, or is not capable of being, satisfied under this Agreement, in each case, shall be made, if the facts, events or circumstances giving rise to such claim or assertion were disclosed by HCP or its Affiliates or representatives (including through any data room, due diligence discussion or otherwise) or actually known by Brookdale or any Affiliate or representative of Brookdale prior to the date hereof.

Section 7.2                                    Brookdale’s Representations and Warranties. Brookdale hereby represents and warrants to HCP that the following are true and correct as of the Effective Date:

(a)                                 General Matters.

(i)                         Organization. Brookdale and each BKD Contributed Sub is an entity duly organized, validly existing and in good standing under the laws of the state of its organization. Brookdale and each BKD Contributed Sub is qualified to conduct business and is in good standing under the laws of each jurisdiction where such qualification is necessary, except to the extent that failure to so qualify would not result in a Material Adverse Change to Brookdale or have a Material Adverse Effect on CCRC Venture.

(ii)                      Authorization; Valid and Binding. (A) Brookdale has the full right, authority and power to enter into this Agreement, and at Closing each of Brookdale and its Affiliates will have the full right, authority and power, to consummate the Transactions contemplated hereby and to perform its respective obligations hereunder and, when executed and delivered, under the Closing Documents to which Brookdale and such Affiliates are a party from and after the Closing Date and each of the individuals executing this Agreement on behalf of any of Brookdale and/or its Affiliates is authorized to do so. (B) This Agreement constitutes, and each of the Closing Documents will constitute, a valid and legally binding obligation of each of Brookdale and its Affiliate party to the Applicable Closing Document, enforceable against such Person in accordance with its terms, except with respect to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or to general principles of equity.

(iii)                   Noncontravention. Neither the execution and the delivery of this Agreement by Brookdale, nor the consummation of the Transactions contemplated hereby, will (A) violate any provision of any Organizational Documents in effect as of the Effective Date, as amended or restated, of Brookdale or any of its Affiliates, (B) violate any Legal Requirements to which any of Brookdale or any of its Affiliates is subject or by which any of its assets are bound, or (C) in any material respect conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any of Brookdale or any of its Affiliates is a party or by which any such Person is bound or to which any of its respective assets are subject, except with respect to (C) above where such breach, default, acceleration, termination, modification or cancellation or failure to give any such notice would not materially impair or adversely affect such

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Person’s ability to perform its obligations under this Agreement or any Closing Document.

(iv)                  [Intentionally Deleted]

(v)                     Non-Foreign Person. None of Brookdale nor any Affiliate of Brookdale that is a party to any Closing Document is a “foreign person” as defined in Section 1445(f)(3) of the Code.

(vi)                  Patriot Act. Each of Brookdale and its Affiliates is in compliance with the requirements of the Orders.  To Brookdale’s Knowledge, none of Brookdale nor any of its Affiliates (A) is listed on the Lists, (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person (as defined in the Order) being a director or owning voting shares or interests), or acts for or on behalf of, any person on the Lists or any other Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

(b)                                 Title; Indebtedness.    As of the Effective Date, each Person identified on Schedule 2-A hereto is the owner of fee simple title to the BKD CCRC Facilities set forth next to such Person’s name.  Brookdale and its Affiliates have good and valid title to, or a valid and enforceable right to its Personal Property and the same is (or will be at Closing) free and clear of all liens, charges and encumbrances, other than liens relating to Entrance Fee Liabilities, the rights of any vendors or suppliers, any lessor thereof, liens securing the Permitted Debt and the GE Debt, and the rights, if any of any Affiliate manager pursuant to any management agreement identified on Schedule 1-B and/or Schedule 2-B.  To the extent in its possession, Brookdale has made available to HCP true and correct copies of the most recent owner’s policies of title insurance insuring the fee title interest of each BKD Contributed Sub in and to the real property of the applicable BKD CCRC Facility owned by such BKD Contributed Sub.  Except for liens securing the Permitted Debt and the GE Debt, there are no mortgages or deeds of trust or other security interests for borrowed money encumbering the real property comprising any BKD CCRC Facility.  Each BKD Contributed Sub has, and at the Closing will have, fee simple title to the real property comprising the applicable BKD CCRC Facility owned by such BKD Contributed Sub, in each case subject to all real property taxes and assessments and to all matters of record or that would be disclosed by an accurate physical inspection of the real property of such BKD CCRC Facility.

(c)                                  Certain Matters Relating to the BKD Contributed Subs.

(i)             Ownership of the BKD Contributed Subs and BKD CCRC Facilities; Subsidiaries.  As of the Closing Date, no BKD Contributed Sub will have since the date of formation thereof engaged in any business other than the ownership, financing, sale, leasing, maintenance, repair and replacement of the applicable BKD CCRC Facility owned by such BKD Contributed Sub and any and all acts incidental thereto.

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(ii)          Capitalization; Beneficial Ownership. BKD has provided to HCP true and correct copies of each of the Organizational Documents of each of the BKD Contributed Subs in effect as of the Effective Date.  As of the Effective Date, all of equity interests in each of the BKD Contributed Subs are owned beneficially and of record by each of the BKD CCRC Sub Owners.  There are no outstanding options, warrants, rights, commitments, preemptive rights, rights of first refusal, or agreements of any kind for or relating to, the issuance, sale or transfer of equity interests or securities convertible into equity interests in any of the BKD Contributed Subs. None of the equity interests in any of the BKD Contributed Subs have been issued to each of the BKD CCRC Sub Owners in violation of any Legal Requirements.

(iii)       Financial Liabilities.  Except for the Permitted Debt, Entrance Fee Liabilities, MLRs, liabilities disclosed in the Financial Statements and/or liabilities incurred after the date, as applicable, set forth in the Financial Statements incurred in the ordinary course of operation of the business, as of the Effective Date, no BKD Contributed Sub has any material liabilities of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, including liabilities as guarantor or otherwise with respect to obligations of others, liabilities for delinquent taxes by such BKD Contributed Sub, or contingent or potential liabilities relating to activities of such BKD Contributed Sub or the conduct of its business.

(iv)      Permitted Debt Documents.  To Brookdale’s Knowledge, there are no defaults or events, which, with the passage of time or notice, or both, would constitute a default or event of default by any BKD Contributed Sub under the Permitted Debt Documents.

(v)         Taxes.

(1)                     Each BKD Contributed Sub has paid or caused to be paid all material Taxes required to have been paid by it, whether disputed or not (except that disputed Taxes have been paid only to the extent required pending resolution of that dispute, and the remaining amount of the disputed Taxes has been reserved against in accordance with GAAP);

(2)                     Each BKD Contributed Sub has withheld and paid all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, partner or third party;

(3)                     Each BKD Contributed Sub has, in accordance with applicable Legal Requirements, filed all federal, state, material local and foreign tax returns required to be filed by it, except where the failure to file such returns would not have a Material Adverse Effect on the CCRC Venture. All such returns are current and accurate in all material respects;

(4)                     Neither the United States Internal Revenue Service nor any other Governmental Authority is now asserting or, to BKD’s

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Knowledge, threatening to assert against any BKD Contributed Sub any deficiency or claim for additional material Taxes. To BKD’s Knowledge, no claim has ever been made by an authority in a jurisdiction where any BKD Contributed Sub does not file reports and returns that such BKD Contributed Sub is or may be subject to taxation by that jurisdiction. There are no security interests on any of the BKD Contributed Subs’ assets that arose in connection with any failure (or alleged failure) to pay any Taxes. No BKD Contributed Sub has ever entered into a closing agreement pursuant to Section 7121 of the Code;

(5)                     There has not been any audit of any tax return filed by any BKD Contributed Sub, no such audit is in progress, and no BKD Contributed Sub has been notified in writing by any tax authority that any such audit is contemplated or pending; and

(6)                     [Intentionally Deleted].

(7)                     No BKD Contributed Sub has made an election to be excluded from the provisions of Subchapter K of the Code, is not and never has been subject to the taxable mortgage pool rules under Section 7701(i) of the Code, and has never been classified as an association taxable as a corporation or a publicly traded partnership taxable as a corporation under Section 7704 of the Code.

(vi)      Employees. No BKD Contributed Sub has any employees or any obligation, liability or responsibility with respect to charges, salaries, vacation pay, fringe benefits or like items for any employees of such BKD Contributed Sub.

(vii)                                                   [Intentionally Deleted].

(viii)                                                No Powers of Attorney. There are no outstanding powers of attorney with respect to any interest in any BKD Contributed Sub.

(d)                     Representations Regarding BKD Operated Facilities.

(i)                         Leases.  Except for Leases of less than twenty-five hundred square feet for uses that are incidental to the primary use of the applicable BKD Operated Facility (i.e., a salon) and the Resident Agreements, there are no lease, license or other occupancy agreements pursuant to which any Person is the lessee, licensee or occupant of any space at any BKD Operated Facility.  On the Closing Date, except for the Tenants or Residents, no Person (other than any landlord, Brookdale and its Affiliates) is entitled to present or future possession of or a right to use all or any part of the BKD Operated Facility.

(ii)                      Condemnation.  Except as set forth in Schedule 15 attached hereto, as of the date hereof, to Brookdale’s Knowledge, there are no, pending or overtly threatened in writing condemnation or any similar proceedings relating to the BKD Operated Facilities.

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(iii)                   Legal Requirements.  Except as set forth in Schedule 16 attached hereto, as of the date hereof, Brookdale has not received any written notice of any material violations of any Legal Requirements, and to Brookdale’s Knowledge there are not material violations of any Legal Requirements, pertaining to the BKD Operated Facilities, which in either case have not been cured or that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the CCRC Venture.

(iv)                  Hazardous Materials.  Except as described on Schedule 17 attached hereto, to Brookdale’s Knowledge, (x) no material remediation of Hazardous Materials is currently being performed or currently required to be performed on the BKD Operated Facilities, and (y) all Hazardous Materials currently located in, on, under or within the BKD Operated Facilities are in material compliance with applicable Environmental Laws.

(v)                     Permits.  Except as described on Schedule 18 attached hereto, Brookdale and its Affiliates hold all material Permits from Governmental Authorities necessary for the ownership and/or operation of the BKD Operated Facilities under applicable Legal Requirements except for (i) incidental Permits which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof or (ii) those that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CCRC Venture.  To Brookdale’s Knowledge, Brookdale and its Affiliates are in compliance in all respects with the terms of the Permits covered by the preceding sentence and all such Permits are valid and in full force and effect in all respects except, in each case, to the extent any non-compliance or failure of Permits to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on the CCRC Venture.

(vi)                  Litigation.  Except as set forth on Schedule 19 attached hereto, as of the date hereof, there is no claim, lawsuit, proceeding or investigation pending or, to Brookdale’s Knowledge, overtly threatened in writing, against any BKD Operated Facilities that would prevent or materially delay consummation of the Transactions contemplated hereby or that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CCRC Venture.  In addition, as of the date hereof, no claim, lawsuit, proceeding or investigation has been commenced or, to Brookdale’s Knowledge, asserted or threatened arising out of provisions contained or matters disclosed in the Life Estate Disclosed Documents (other than with respect to any matter disclosed in the Disclosure Letter).

(vii)               Financial Statements.  All of the Financial Statements (including notes thereto) have been prepared by or on behalf of Brookdale in accordance with GAAP throughout the periods covered thereby and present fairly in all material respects the financial condition of each BKD Operated Facility as of the respective dates thereof and the results of operations of each BKD Operated Facility for the periods covered thereby.

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(e)                                  A Facilities and B Facilities.  To Brookdale’s Knowledge, none of the representations and warranties made by the seller pursuant to the terms of the A Purchase Agreement or the B Purchase Agreement are untrue in any material respect, it being acknowledged and agreed that, for purposes of this Section 7.2(e), any qualifications to those representations and warranties which are based on the seller’s knowledge shall (in each case) be deemed to be deleted.  To Brookdale’s Knowledge, there is no fact or circumstance relating to any of the A Facilities or the B Facility that has not been disclosed to HCP or HCP’s Affiliates or representatives that could reasonably be expected to result in a Material Adverse Effect on the CCRC Venture.

(f)                                   Brookdale’s Knowledge Defined; Certain Limitations.  For the foregoing purposes of this Section 7.2, the term “Brookdale’s Knowledge” or words of similar effect shall mean the current actual, conscious knowledge of Bryan Richardson, Executive Vice President and Chief Administrative Officer, Chris Bird, Division Vice President, or Kristin Ferge, Executive Vice President and Treasurer.  None of the named individuals whose knowledge is imputed to Brookdale under this Section 7.2 shall bear personal responsibility for any breach of such representation.